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La Tim Metal & Industries Ltd.

BSE: 505693 Sector: Others
NSE: N.A. ISIN Code: INE501N01012
BSE 00:00 | 24 Sep 71.95 1.25
(1.77%)
OPEN

73.50

HIGH

73.50

LOW

69.20

NSE 05:30 | 01 Jan La Tim Metal & Industries Ltd
OPEN 73.50
PREVIOUS CLOSE 70.70
VOLUME 3825
52-Week high 154.90
52-Week low 29.20
P/E 7.43
Mkt Cap.(Rs cr) 64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 73.50
CLOSE 70.70
VOLUME 3825
52-Week high 154.90
52-Week low 29.20
P/E 7.43
Mkt Cap.(Rs cr) 64
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members

The Directors present with immense pleasure the 44th ANNUAL REPORT onthe business and operations along with the Audited

Financial Statements of the Company for the Financial Year ended 31st March2020.

FINANCIAL HIGHLIGHTS

During the year under review performance of your company as under:-

Particulars

Standalone

Consolidated
Current Year 2019-20 Previous Year 2018-19 Current Year 2019-20
Income from operations and Other Income 639.52 170.93 17812.54
Profit before Interest & Depreciation (90.57) (52.98) 304.72
Less:- Interest & Bank Charges 15.24 0.92 630.47
Less:- Depreciation 27.28 8.11 483.83
& Profit/Loss
Exceptional Item (133.09) (62.01) (1419.02)
Exceptional Items 0.00 0.00 0.00
Profit/Loss (133.09) (62.01) (1419.02)
Less:- Provision for
Taxation
a. Current Tax 0.00 0.00 0.00
b. Deferred Tax (Assets) /
Liabilities 6.26 0.00 6.26
c. MAT credit entitlement 0.00 0.00 (45.29)
d. MAT credit entitlement 0.00 0.00 0.00
Net Profit/Loss (139.35) (62.01) (1379.99)
Other Comprehensive

Income/(Expenses)

0.00 0.00 0.84
Total Comprehensive
Income (139.35) (62.01) (1379.15)
Add:- Surplus brought forward (138.37) (76.36) (453.40)
Balance carried to Balance
Sheet (277.72) (138.37) (1832.55)

PERFORMANCE REVIEW

Standalone:

During the Financial Year under review the Company has earned the Total income of Rs639.52 lakhs as compared to Rs. 170.93 lakhs in the previous year and the Net Loss afteragainst Net Loss of Rs. 62.01 lakhs (including exceptional items) in the previous year.

Consolidated:

During the Financial Year under review the Company has incurred the Total Loss ofRs.1419.02 lakhs and the Net Loss after Tax is Rs. 1379.99 lakhs.

DIVIDEND

The Company has incurred losses during the financial management thought it prudent notto declare dividend on equity shares of the Company.

SHARE CAPITAL AND SHARES

The Equity Share Capital of the Company has been increased during the year in thefollowing manner:

Allotment of 249000 Equity Shares of Rs. 10/- each at a Premium of Rs. 25/- each toPromoter/ Promoter Group pursuant to conversion of 249000 Compulsory ConvertiblePreference Shares (CCPSs) into Equity Shares on Preferential Allotment basis forconsideration other than cash through Resolutionpassed in the Annual General Meeting heldon 13% August 2018 pursuant to the provisions of Section and other applicable provisionsof The Companies Act 2013 for which In Principle approval has been received from BSELimited vide letter no DCS/PREF/SD/PRE/3103/2018-19 dated 13 August 2018. Details ofConversion of CCPSs into Equity Shares

Name of the allottee Category No. of Equity Shares allotted on conversion of CCPSs into Equity Shares
1. Parth R. Timbadia Promoter 79000
2. Almitra Timbadia Promoter 170000
Total 249000

Consequent to the aforesaid allotment the paid up equity capital of the Company hasincreased from Rs. 85824300/- consisting of 8582430 Equity Shares of Rs. 10/- each toRs. 88314300/- consisting of 8831430 Equity Shares of Rs. 10/- each.

The Company has not bought back any of its securities and also has not issued any sweatequity shares and bonus shares during the year under review. The Company has not providedany Stock Option Scheme to the employees. The Company has not made any purchase orprovision of its own shares by employees or by trustees for the benefit of employeesduring the financial year 2019-20.

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 ofChapter V of the Companies Act 2013 and such no amendments rules notifications amountof 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 Loansobtained by any person during the year.

RESERVES

The Board of the directors of the Company has not proposed to transfer any amount toany reserves.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of section177(9) & (10) of the Companies Act 2013 thecompany has established a Vigil Mechanism through the committee the genuine concernsexpressed by the directors and employees. The Whistle Blower Policy is disclosed on thewebsite www.latimmetal.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the Financial Year 2019-20 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 and same isavailable on website of the company http://latimmetal.com/ investors-relation. html.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March 2020 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) ofsection129 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.

The Company has filed the Scheme of Merger (by Absorption of La Tim Sourcing (India)Private Limited ("the Transferor Company") by La Tim Metal and IndustriesLimited ("the Transferee Company") pursuant to Section 230-233 and otherapplicable provisions of the Companies Act 2013 read with rules made there under withRegistrar of Companies (ROC) Regional Director (RD) and Liquidator (OL).

The above scheme of Merger has also been duly approved by the Shareholders of theCompany in the NCLT convened Extra Ordinary General Meeting of the Shareholders of theCompany on 24th January 2020.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the SEBI 2015 and the Listing Agreements with theStock Exchanges the Management Discussion and Analysis Report is annexed herewith asAnnexure-III to this report.

AUDITORS

A) Statutory Auditors and Auditors' Report

In the 41st Annual General Meeting of the September2017 the appointment ofM/s. Dhirubhai Shah & Doshi Chartered Accountants (FRN: 102511W) were approved bythe 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 theconclusion of the 46th Annual General Meeting in the year 2022.

AUDITORS' REPORT

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 2019- 2020. TheSecretarial Auditors Report is annexed herewith as Annexure-IV to this Report.

Observations in Secretarial Audit and management reply

i) Non-compliance in the matter of appointment Company Secretary of the Company as perthe subsection 4 of Section 203 of the Companies Act 2013.

After resignation of Company Secretary Mr. Rahul C w.e.f 15th July 2019the Board of Directors of the Company in its meeting held on 4th March 2020 has approvedthe appointment of Mr. Achal Chopra as Company Secretary and the category whichwas duly intimated to The BSE Limited on 4th March 2020. The other necessaryformalities regarding filing e-forms with ROC Mumbai and other intimations have also beenduly complied with.

ii) Non-compliance in the matter of closure of trading window with stock exchange forthe two quarters i.e for quarter ending September 2019 and December 2019.

Due to absence of qualified Company Secretary during the period the Company could notcomply with the aforesaid provision.

C) Internal Auditors

M/s. RGSG & 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 in depthaudit 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 Auditors and takes necessary actions identified in timely manner.There were no qualifications remarks made by the Auditors in their 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 inaddition to the expertise in their areas of specialization. As on 31 st March 2020 theBoard of the Company comprised of six directors that include one Independent WomenDirector. All the members of the Board are person with considerable experience andexpertise 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 whichhe/she is a directors. The necessary disclosures regarding committee positions have beenmade by all the directors. The Composition of directors on the board of the

Company is as under:-of

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 Mr. Mahesh Chander Nagpal
Director (Appointed w.e.f 30.05.19)
Mr. Ashok Kumar Deorah
(Resigned w.e.f 31.07.20)
Mrs. Karuna Desai
(Resigned w.e.f. 09.11.20)
Dr. Subir Banerjee
(Appointed w.e.f 09.11.20)
Mrs. Ragini Chokshi
(Appointed w.e.f 09.11.20)

A) NUMBER OF BOARD MEETINGS

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 there port presentedby the Internal Company. The desirable steps are taken by the directors of the Company torectify instances of non- compliances if any.to close the gaps During the year six Boardmeetings were held on 30th May 2019 14 reservations or th August2019 14 any adverse the November 2019 10th December 2019 14thFebruary 2020 and 4th March 2020. The intervening gap between the Meetings wasas prescribed under the Companies Act 2013.

B) DIRECTOR'S ATTENDANCE RECORD & DIRECTORSHIP

Name of Director Category of Director 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 6 6 No 3 1 Membership
Mr. Kartik M. Timbadia Director 6 6 No 3 Nil
Mr. Ramesh Khanna Non-Executive Director 6 5 No 7 2 Membership
Mr. Ashok Kumar Deorah Independent Director 6 6 Yes 4 1 Chairmanship 3 Membership
Mrs. Karuna Desai Independent Director 6 5 No 0 2 Chairmanship 3 Membership
Mr. Mahesh Chander Nagpal Independent Director 6 4 Yes 2 2 Membership

C) BRIEF PROFILE OF BOARD OF DIRECTORS

Mr. Kartik Timbadia

Mr. Kartik Timbadia aged 68 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 Saj Resorts A fine in Mahabaleshwar and Malshej Ghat one of the preferred Resortsin that area as on today. At present he is also holding directorship in followingcompanies:

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 70 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 with inthe 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 100 years.

On account of his active association

Iron Merchant association for 10 years he has developed deep insights and knowledge inthis Industry. He plans to make use of this knowledge acquired and use the same indeveloping La Tim Metals & Industries to similar heights in the same manner he hasgrown 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* hospitality hotel Mr. Ashok Kumar Deorah aged 68 years isa consultant. He is on the Board as an Independent Director. Currently he is holding theposition of directorship in the following companies:-

i) Sinodeen (India) Private Limited

ii) Hypertrack Technologies Private Limited

iii) Chaupaati Bazaar Private Limited

iv) Oil Tech India Market Makers Private Limited

*Resigned w.e.f 31st July 2020

Mrs. Karuna Desai

Mrs. Karuna Desai aged 56 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 on board as an Independent Women Director. as a director of Bombay *Resignedw.e.f 9th November 2020

Mr. Ramesh Khanna

Mr. Ramesh Khanna aged 78 years. He is a Chartered Accountant by qualification. He isthe Non of the Company. Currently he holds the position of Directorship in followingCompanies:-

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. Mahesh Chandra Nagpal

Mr. Mahesh Chandra Nagpal aged 70 years is a Businessman and has more than 30 yearsof experience in this sector. He is appointed on the Board as an Independent Director.Currently he holds the position of Directorship in following Companies:-

i. La-Tim Life Style And Resorts Limited

ii. Konark Forex Private Limited

Dr. Subir Kumar Banerjee*

Dr. Subir Kumar Banerjee is highly accomplished professional with experience of 37years in the assignment of Profit Centers comprising of Administration PersonnelManagement and Project Management Skills with proven track record in handling highprofile projects.

He has excellent communication skills summed up with knowledge in the areas ofFinancial Commercial Management and Corporate Strategy.

He has process oriented approach towards reaching aggressive goals in support of costprofit service and organization objectives.

Currently he holds the position of Directorship in following

Companies:- i. Excel Realty N Infra Limited *Appointed w.e.f 9th November 2020

Mrs. Ragini Chokshi *

Mrs. Ragini Chokshi is a founder partner of the firm "Ragini Chokshi &Co." and associated with many listed and unlisted Companies. She is a practicingCompany since more than three decade & having Specialization in Corporate lawsListing Merger & Amalgamation Managerial Remuneration Organization Restructuringconversion of Balance sheet & Profit & loss a/c into XBRL & Corporate legalcounseling to Companies & appearance before Company Law

Board Regional Director Ministry of Corporate Affairs SAT SEBI RBI.

Currently she holds the position of Directorship in following

Companies:- i. Ajcon Global Services Limited *Appointed w.e.f 9th November 2020

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. Kartik M Timbadia Director ofthe Company will retire by rotation at the ensuing Annual General Meeting and beingeligible offer himself for re-appointment.

Your Directors recommend his re-appointment.

Mr. Rahul C Patel resigned from the position of Company Secretary w.e.f 15thJuly 2019. Mr. Achal Chopra was appointed as Company Secretary w.e.f 4th March2020.

Mr. Sandeep Timbadia was appointed as Chief Financial Officer w.e.f 30thMay 2019.

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 in Mumbai the Company. Based on the principle laid out in the said Policy Nomination& Remuneration Committee has evaluated the performance of every director. TheIndependent directors of the company in their meeting had evaluated the performance of theChairman Non Independent directors and of the board. The board has also evaluated theperformance of Independent Directors. The directors expressed their satisfaction withevaluation the Financial Year the company had Independent directors' meeting on 14 thFebruary 2020. The Certificate from the practicing Company Schedule V (C) (10) (i) ofSEBI (LODR) certifying the directors on the board of the company have been debarred ordisqualified from being appointed or continuing of companies by the Board/Ministry ofCorporate Affairs or any such statutory authority is forming part of the Annual Report.

BOARD COMMITTEE

A) AUDIT COMMITTEE

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 financeaccounts and Company law. The composition of the Audit Committeemeets with the requirement of section 177 the Companies Act 2013 and the SEBI (ListingObligation 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 on30 th May 2019 14th August

2019 14th November 2019 and 14th February 2020.

Name of the Committee Members No. of Meetings
Held Attended
Mr. Ashok Kumar Deorah 4 4
Mrs. Karuna Desai* 4 4
Mr. Ramesh Khanna 4 3

* Pursuant to Resignation of Mr. Ashok Kumar Deorah and Mrs. Karuna Desai the AuditCommittee has been reconstituted as follows:

Dr. Subir Kumar Banerjee Chairman
Mr. Mahesh Chandra Nagpal Member
Mr. Ramesh Khanna Member

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises three Non Executive Directors asmembers viz. Mr. Ashok Kumar Deorah Mrs. Karuna Desai and Mr. Ramesh Khanna. Mrs. KarunaDesai is the chairperson of the Committee.

The Policy adopted by the Company's Nomination and Remuneration Committee onSelectionof Directors and Senior process. During Management Personnel and on theirRemuneration is annexed herewith as Annexure - V to this report and also available on thewebsite of the Company www.latimmetal.com. secretary as per Meetings and Attendance ofthe Nomination and Remuneration Committee:- that none of

An attendance detail of each member at Nomination and as directors RemunerationCommittee meetings held during the year on

30th May 2019 and 4th March 2020.

Name of the Committee Members No. of Meetings
Held Attended
Mr. Ashok Kumar Deorah 2 2
Mrs. Karuna Desai 2 2
Mr. Ramesh Khanna 2 1

*Pursuant to Resignation of Mr. Ashok Kumar Deorah and Mrs. Karuna Desai theNomination and Remuneration Committee has been reconstituted as follows:

Dr. Subir Kumar Banerjee Chairman
Mr. Mahesh Chandra Nagpal Member
Mr. Ramesh Khanna Member

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 ofthe Committee.

Meetings and Attendance of the Stakeholders' Relationship Committee:-

An attendance detail of each member at Stakeholders' Relationship Committee meetingheld during the year on 30 th May 2019 14th August 2019 14thNovember 2019 and 14th February 2020.

Name of the Committee Members No. of Meetings
Held Attended
Mr. Ashok Kumar Deorah 4 4
Mrs. Karuna Desai 4 4
Mr. Rahul Timbadia 4 4

*Pursuant to Resignation of Mr. Ashok Kumar Deorah and Mrs. Karuna Desai theStakeholders' been reconstituted as follows:

Dr. Subir Kumar Banerjee - Chairman Mr. Mahesh Chandra Nagpal - Member

Mr. Rahul Timbadia - Member ate thereon

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy technology absorption foreignexchange earnings and outgo for the financial year 2019-20 in accordance with clause (m)of Sub Section(3) of Section 134 of the Companies Act 2013 read with (Accounts) Rules2014 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 fivepersons 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 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not required to befurnished.

DIRECTORS RESPONSIBILITY STATEMENT

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 2020theapplicableaccountingstandards had been followed along with properexplanation relating to material departures; statements. During

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 31 st March 2020 and ofthe profit 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 and independence the assets of the company and for preventing and detectingfraud 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 thecompany and that such internal financial eff. controls are adequate and were operating

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.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION has Pursuant to the Regulation 15of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 theCompliance related to the Corporate Governance is not mandatory to the Company.

In view of the above Company has not provided report on corporate governance andauditor's for the year ended March 31 2020. However whenever the provision will becomesapplicable to the company at a later date the company shall comply with the requirementsof the same within six months from the date on which the provisions became applicable tothe company.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Companies The Company has not developed and implemented any Corporate SocialResponsibility initiatives or any policy under section 135 of the Companies Act 2013 asthe 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 2019-20 toBSE where the Company's 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 InvestorEducation and Protection Fund.

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

The Company has in place adequate internal financial controls with the year noreportable reference to financial material weakness in the design or operations

INTERNAL CONTROL SYSTEM

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 . Based on the report of internal objectivity audit function processowners under take corrective action in their respective areas and hereby strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. During the year such controls were testedand no reportable material weakness in the design or operations were observed. The Companytefficien has policies and procedures for ensuring the orderly and conduct of itsbusiness including adherence to Company's policies the safeguarding of its assets theprevention and detection of and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.

SUSTAINABLE DEVELOPMENT

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.

RISK MANAGEMENT

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

RELATED PARTY TRANSACTIONS

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 DirectorsManagerial 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 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 apolicy on prevention prohibition and redressal sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention ProhibitionRedressal) Act 2013 and the rules framed there under. During the financial year 2019-20the 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 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 indealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure. All the Boardthe Senior Management personnel have confirmed compliance with the Code. All ManagementStaff were given appropriate training in this regard.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting respect of the following items asthere were no transactions 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 2020) and the date of Report

POLICIES

Key All the policies are available on the website of the Company i.e.www.latimmetal.com.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Company'sbankers Institutions Business Consultants and other clients and Customers SEBIExchanges 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
LA TIM METAL & INDUSTRIES LIMITED
Sd/- Sd/-
Rahul M Timbadia Kartik M Timbadia
Managing Director Chairman
(DIN: 00691457) (DIN No. 00473057)
Date: 09/11/2020
Place: Mumbai

ANNEXURE-I

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2020

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014

I. REGISTRATION & OTHER DETAILS-

Particulars Description
1 CIN L99999MH1974PLC017951
2 Registration Date 28/11/1974
3 Name of the Company La Tim Metal & Industries Limited
4 Category/Sub-category of the Company Company having Share Capital
5 Address of the Registered office details & contact201Navkar Plaza Bajaj Road Vile Parle (West)Mumbai- 400 056
Tel:- 022-26202299/26203434 Fax:-022 -26240540
6 Whether listed company Yes
7 Name Address & contact details of the Satellite Corporate Services Private Limited
Registrar & Transfer Agent if any. Office No. 106 & 107 Dattani Plaza East West Compund Andheri Kurla Road
Safedpul Sakinaka Mumbai - 400 072
Tel:- 022-28520461/62
Email: service@satellitecorporate.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY –

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated

Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Steel 9961 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES –

NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ % OF APPLICABLE
SUBSIDIARY/ SHARES SECTION
ASSOCIATE HELD
1 LA TIM SOURCING (INDIA) PRIVATE LIMITED U51909MH2000PTC130170 Subsidiary 100% Section 2
Registered Office: 201 Navkar Plaza Bajaj Road Vile Parle (West) Mumbai 400056. (87)(ii) of Companies Act 2013

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-2019] No. of Shares held at the end of the year [As on 31-March-2020] % Change during the year
Demat Physical

Total

% of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 5248250 0

5248250

61.15 5497250 0 5497250 62.25 1.10
b) Central Govt 0 0

0

0.00 0 0 0 0.00 0.00
c) State Govt(s) 0 0

0

0.00 0 0 0 0.00 0.00
d) Bodies Corp. 0 0

0

0.00 0 0 0 0.00 0.00
e) Banks / FI 0 0

0

0.00 0 0 0 0.00 0.00
f) Any other 0 0

0

0.00 0 0 0 0.00 0.00
(2) Foreign
a) NRI Individuals 0 0

0

0.00 0 0 0 0.00 0.00
b) Other Individuals 0 0

0

0.00 0 0 0 0.00 0.00
c) Bodies Corporates 0 0

0

0.00 0 0 0 0.00 0.00
d) Banks/FI 0 0

0

0.00 0 0 0 0.00 0.00
Total shareholding of Promoter (A) 5248250 0

5248250

61.15 5497250 0 5497250 62.25 1.10
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0

0

0.00 0 0 0 0.00 0.00
b) Banks / FI 0 4800

4800

0.06 0 4800 4800 0.05 (0.01)
c) Central Govt 0 0

0

0.00 0 0 0 0.00 0.00
d) State Govt(s) 0 0

0

0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0

0

0.00 0 0 0 0.00 0.00
f) Insurance Companies 22700 850

23550

0.27 22700 850 850 0.27 0.00
g) FIIs 0 0

0

0.00 0 0 0 0.00 0.00
h) Foreign Venture Capital Funds 0 0

0

0.00 0 0 0 0.00 0.00
i) Others (specify) 0 0

0

0.00 0 0 0 0.00 0.00
Sub-total (B)(1):- 22700 5650

28350

0.33 22700 5650 28350 0.32 (0.01)
2. Non-Institutions
a) Bodies Corp.
i) Indian 917635 9050

926685

10.80 916844 9050 925894 10.48 (0.32)
ii) Overseas 71300 0

71300

0.83 71300 0 71300 0.81 (0.02)
b) Individuals
i) Individual shareholders holding nominal 236326 277025

513351

5.98 239219 274425 513644 5.82 (0.16)
share capital upto Rs.2 Lakhs
ii) Individual shareholders holding nominal 1780043 0

1780043

20.74 1780392 0 1780392 20.16 (0.58)
share capital in excess of Rs. 2Lakhs
c) Others (specify)
Non Resident Indians 50 3000

3050

0.04 50 3000 3050 0.03 (0.01)
HUF 11001 300

11301

0.13 11050 400 11450 0.13 0.00
Directors & their relatives 0 0

0

0.00 0 0 0 0.00 0.00
Category of Shareholders No. of Shares held at the beginning of the year [As on 31-March-2019] No. of Shares held at the end of the year [As on 31-March-2020] % Change during the year
Demat Physical Total

% of Total Shares

Demat Physical Total % of Total Shares
Foreign Nationals 0 0 0

0.00

0 0 0 0.00 0.00
Clearing Members 0 0 0

0.00

0 0 0 0.00 0.00
Trusts 100 0 100

0.00

100 0 100 0.00 0.00
Foreign Bodies - D R 0 0 0

0.00

0 0 0 0.00 0.00
Sub-total (B)(2):- 3016455 289375 3305830

38.52

3018955 286875 3305830 37.43 (1.09)
Total Public Shareholding (B)=(B)(1)+ (B)(2) 3039155 295025 3334180

38.85

3041655 292525 3334180 37.75 (1.10)
C. Shares held by Custodian for GDRs & 0 0 0

0.00

0 0 0 0.00 0.00
ADRs
Grand Total (A+B+C) 8287405 295025 8582430

100.00

8538905 292525 8831430 100.00 0.00

B) Shareholding of Promoter-

SN Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1 Rahul MaganlalTimbadia 752250 8.77 0 752250 8.52 0.00 (0.25)
2 Parth Rahul Timbadia 743875 8.67 0 822875 9.32 0.00 0.65
3 Kartik Maganlal Timbadia 540210 6.29 0 540210 6.12 0.00 (0.18)
4 Jalpa KarnaTimbadia 672201 7.83 0 672201 7.61 0.00 (0.22)
5 AmitaTimbadia 400000 4.66 0 400000 4.53 0.00 (0.13)
6 AlmitraTimbadia 675714 7.87 0 845714 9.58 0.00 1.70
7 RadhikaTimbadia 400000 4.66 0 400000 4.53 0.00 (0.13)
8 KarnaTimbadia 664000 7.74 0 664000 7.52 0.00 (0.22)
9 SuchitaTimbadia 400000 4.66 0 400000 4.53 0.00 (0.13)
Total 5248250 61.15 0.00 5497250 62.25 0.00 1.10

C) Change in Promoters' Shareholding (please specify if there is no change)

SN For Each of the Top 10 Shareholders

Shareholding at the beginningof the year

Date (+)Increase/ in Share Holding Reason for change Decrease

Cumulative Shareholding during the Year

Shareholding at the end of the year

No. of shares % of total shares of the company No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Rahul Maganlal 752250 8.77 01.04.19 0 - 752250 8.77
Timbadia 31.03.20 0 - 752250 8.52 752250 8.52
2 Parth Rahul Timbadia 743875 8.67 01.04.19 0 - 743875 8.67
14.02.20 79000 Allotment 822875 9.32
31.03.20 - 822875 9.32 822875 9.32
3 Kartik Maganlal 540210 6.29 01.04.19 0 - 540210 6.29
Timbadia 31.03.20 0 - 540210 6.12 540210 6.12
4 JalpaKarnaTimbadia 672201 7.83 01.04.19 0 - 672201 7.83
31.03.20 0 - 672201 7.61 672201 7.61
5 AmitaTimbadia 400000 4.66 01.04.19 0 - 400000 4.66
31.03.20 0 - 400000 4.53 400000 4.53
6 AlmitraTimbadia 675714 7.87 01.04.19 0 - 675714 7.87
14.02.20 170000 Allotment 845714 9.58
31.03.20 0 - 845714 9.58 845714 9.58
7 RadhikaTimbadia 400000 4.66 01.04.19 0 - 400000 4.66
31.03.20 0 - 400000 4.53 400000 4.53
8 KarnaTimbadia 664000 7.74 01.04.19 0 - 664000 7.74
31.03.20 0 - 664000 7.52 664000 7.52
9 SuchitaTimbadia 400000 4.66 01.04.19 0 - 400000 4.66
31.03.20 0 - 400000 4.53 400000 4.53

D) Shareholding Pattern of top ten Shareholders: (Other than Directors Promoters andHolders of GDRs and ADRs):

SN For Each of the Top 10

Shareholding at the beginning of the year

Date (+)Increase/ Decrease in Share Holding Reason for change

Cumulative Shareholding during the Year

Shareholding at the end of the year

Shareholders
No. of shares % of total shares of the company No. of shares % of total shares of the company No. of shares % of total shares of the company
1 BIHARISARAN BABULAL 688460 8.02 01.04.19 0 - 688460 8.02
KHANDELWAL 31.03.20 0 - 688460 7.80 688460 7.80
2. DIKSHA KASHISH 312000 3.64 01.04.19 0 - 312000 3.64
GUPTA 31.03.20 0 - 312000 3.53 312000 3.53
3. KASHISH BRIJ GUPTA 312000 3.64 01.04.19 0 - 312000 3.64
31.03.20 0 - 312000 3.53 312000 3.53
4. PRECEL SOLUTIONS 290000 3.38 01.04.19 0 - 290000 3.38
31.03.20 0 - 290000 3.28 290000 3.28
5. EXCELLENCE FINANCE 290000 3.38 01.04.19 0 - 290000 3.38
PRIVATE LIMITED 31.03.20 0 - 290000 3.28 290000 3.28
6. MALU GUPTA 267430 3.12 01.04.19 0 - 267430 3.12
31.03.20 0 - 267430 3.03 267430 3.03
7. CHINAR FINVEST 224750 2.62 01.04.19 0 - 224750 2.62
PRIVATE LIMITED 31.03.20 0 - 224750 2.54
Services Ltd 224750 2.54
8. PRATIMA DILIP PAREKH 79674 0.93 01.04.19 0 - 79674 0.93
31.03.20 0 - 79674 0.90 79674 0.90
9. EON INVESTMENT 71300 0.83 01.04.19 0 - 71300 0.83
LIMITED 31.03.20 0 - 71300 0.81 71300 0.81
10. JAVERI FISCAL SERVICES 66000 0.77 01.04.19 0 - 66000 0.77
LTD 31.03.20 0 - 66000 0.75 66000 0.75

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginning of the year

Date (+)Increase/ Decrease in Share Holding

Cumulative Shareholding during the Year

Shareholding at the end of the year

No. of shares % of total shares of the company No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Rahul Maganlal Timbadia 752250 8.77 01.04.19 0 752250 8.77
31.03.20 0 752250 8.52 752250 8.52
2 Kartik Maganlal Timbadia 540210 6.29 01.04.19 0 540210 6.29
31.03.20 0 540210 6.12 540210 6.12
3 Ashok Kumar Deorah 0 0 01.04.19 0 0 0.00
31.03.20 0 0 0.00 0 0.00
4 Ramesh Khanna 0 0 01.04.19 0 0 0.00
31.03.20 0 0 0.00 0 0.00
5 Karuna Desai 0 0 01.04.19 0 0 0.00
31.03.20 0 0 0.00 0 0.00
6 Sandeep Timbadia 0 0 01.04.19 0 0 0.00
31.03.20 0 0 0.00 0 0.00
7 Rahul C. Patel 0 0 01.04.19 0 0 0.00
31.03.20 0 0 0.00 0 0.00
8 Achal Chopra 0 0 01.04.19 0 0 0.00
31.03.20 0 0 0.00 0 0.00

V. INDEBTEDNESS –

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 0.00 0.00 0.00 0.00
ii) Interest due but not paid 0.00 0.00 0.00 0.00
iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 0.00 0.00 0.00 0.00
Change in Indebtedness during the financial year
Addition 0.00 98.40 0.00 98.40
Reduction 0.00 97.00 0.00 97.00
Net Change 0.00 1.40 0.00 1.40
Indebtedness at the end ofthefinancialyear
i) Principal Amount 0.00 0.00 0.00 0.00
ii) Interest due but not paid 0.00 1.40 0.00 1.40
iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 0.00 1.40 0.00 1.40

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to ManagingDirectorWhole-timeDirectors and/or Manager: NoRemuneration has been given to the Managing Director Whole-time Directors and/or Manager.and /or

B. Remuneration to other directors:

No Remuneration

Remunerationof

Personnel) Rules theCompanies(Appointment& theOverallceilingofthe

2014 is Rs. 100000 per meeting Committee . ofthe Boardor

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

SN Particulars of Remuneration

Key Managerial Personnel

CFO CS Total
Mr. Sandeep Timbadia Mr. Rahul C. Patel Mr. Achal Chopra
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 NIL 157913 30000 187913
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 NIL NIL NIL NIL
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 NIL NIL NIL NIL
2 Stock Option NIL NIL NIL NIL
3 Sweat Equity NIL NIL NIL NIL
4 Commission NIL NIL NIL NIL
- as % of profit NIL NIL NIL NIL
Others specify… NIL NIL NIL NIL
5 Others please specify NIL NIL NIL NIL
Total NIL 157913 30000 187913

*Rahul C. Patel resigned w.e.f 15.07.2019 * Achal Chopra was appointed w.e.f 04.03.2020

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
A. COMPANY
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
B. DIRECTORS
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

ANNEXURE II

Statement containing salient features of the financial statement ofsubsidiaries/associates companies/joint ventures

Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
1. Name of the subsidiary La Tim Sourcing (India) Private Limited
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period 01-04-2019 to 31-03-2020
3. Reporting Currency and Exchange rate as on the last date of the INR (IN Lakhs) relevant Financial year in the case of foreign subsidiaries 202.00
4. Share Capital
5. Reserves & Surplus (1068.80)
6. Total Assets 6712.12
7. Total Liabilities 7578.92
8. Investments 5.10
9. Turnover 17543.77
10. Profit /Loss before taxation (1285.89)
11. Provision for taxation taxation 45.29
 

12.Profit/Loss

(1240.61)
13. Other Comprehensive Income 0.84
14. Total Comprehensive Income (1239.76)
15. Proposed Dividend 0.00
16. % of shareholding 100.00%
Part "B": Associate Companies / Joint Ventures The Company does not have any Associate Companies or Joint Ventures.
For And on Behalf of the Board of Directors
LA TIM METAL & INDUSTRIES LIMITED
Sd/- Sd/-
Rahul M Timbadia Kartik M Timbadia
Managing Director Chairman
(DIN: 00691457) (DIN No. 00473057)
Date: 09/11/2020
Place: Mumbai

.