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La Tim Metal & Industries Ltd.

BSE: 505693 Sector: Engineering
NSE: N.A. ISIN Code: INE501N01012
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52-Week high 55.65
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P/E
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Buy Price 0.00
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Sell Price 38.80
Sell Qty 104.00
OPEN 38.80
CLOSE 38.80
VOLUME 1
52-Week high 55.65
52-Week low 26.10
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 38.80
Sell Qty 104.00

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

Company director report

To

The Members

The Directors present with immense pleasure the 42nd ANNUAL REPORT onthe business and operations along with the Audited Financial Statements of the Company forthe Financial Year ended 31st March 2018.

FINANCIAL HIGHLIGHTS

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

Particulars

Standalone

Consolidated
Current Year Previous Year Current Year
2017-18 2016-17 2017-18
Income from operations and Other Income 234.21 793.11 12238.14
Profit before Interest & Depreciation (63.76) 0.34 379.76
Less:- Interest & Bank Charges 1.83 36.87 202.12
Less:- Depreciation 10.77 2.42 36.82
Profit/Loss before Tax & Exceptional Item (76.36) (38.94) 140.83
Exceptional Items 0.00 833.76 0.00
Profit/Loss before Tax (76.36) 794.82 140.83
Less:- Provision for Taxation
a. Current Tax 0.00 165.00 42.99
b. Deferred Tax (Assets) / Liabilities 0.00 0.00 115.30
c. MAT credit entitlement 0.00 0.00 (42.99)
Net Profit/Loss (76.36) 629.82 25.53
Add:- Surplus brought forward 0.00 0.00 0.00
Balance carried to Balance Sheet (76.36) 629.82 25.53

PERFORMANCE REVIEW Standalone:

During the Financial Year under review the Company has earned the Total income of ' 234.21lakhs as compared to ' 793.11 lakhs in the previous year and the Net Loss afterTax is ' 76.36 lakhs as against Net Profit of ' 629.82 lakhs (includingexceptional items) in the previous year. Exceptional items in the previous year consist ofgain on Sale of fixed assets amounting to ' 833.42 lakhs and an amount of ' 0.34lakhs paid to employees based on consent term filed in the Labour Court.

Consolidated

During the Financial Year under review the Company has earned the Total income of ' 12238.14lakhs and the Net Profit after Tax is ' 25.53 lakhs.

DIVIDEND

During the year under review the Company has incurred losses therefore the managementof the Company has decided not to declare any dividend on equity shares of the Company.

SHARE CAPITAL AND SHARES

Your Company has allotted 1902125 Equity Shares pursuant to conversion of 1902125warrants as on 07.07.2017. As a result the paid-up capital of the Company has increasedfrom ' 32253750/-(Rupees Three Crores Twenty Two Lakh Fifty Three Thousand SevenHundred and Fifty only) consisting of 3225375 Equity Shares of ' 10/- each to ' 51275000/-(Rupees Five Crores Twelve Lakh and Seventy Five Thousand only) consisting of5127500 Equity Shares of '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 or provision of its own shares by employees or bytrustees for the benefit of employees during the financial year 2017-18.

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 amendments rules notifications framed thereunder. As such no amount of Principal or Interest is outstanding as on the Balance Sheetdate.

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 financial year.

Your Company has invested in acquiring 2020020 Equity Shares of La Tim Sourcing(India) Private Limited for cash consideration of ' 28/- per share aggregating to '56560560/- (Rupees Five Crores Sixty Five Lakhs Sixty Thousand Five Hundred andSixty Only).

Consequent to this investment your Company has acquired 100% equity shares of La TimSourcing (India) Private Limited and it has thus become Wholly Owned subsidiary of yourCompany.

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.

RESERVES

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 http://drillcometal.com/whistleblowerpolicy.pdf.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the Financial Year 2017-18 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.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company as on 18th July 2017 has completed the acquisition of 100%Equity Shares of La Tim Sourcing (India) Private Limited and thus it has become whollyowned subsidiary of the Company. Statement containing salient features of the financialstatement of subsidiaries/ associate companies/ joint ventures pursuant to first provisoto sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014 hasbeen 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 ListingAgreements with the Stock Exchanges the Management Discussion and Analysis Report isannexed herewith as Annexure-III to this report.

AUDITORS

A) Statutory Auditors and Auditors' Report

In the 41st Annual General Meeting of the Company held on 27thSeptember 2017 M/s. Dhirubhai Shah & Doshi Chartered Accountants (FRN: 102511W)were appointed

as Statutory Auditors of the Company for a period of five (5) years commencing fromthe conclusion of 41st Annual General Meeting until the conclusion of the 46thAnnual General Meeting of the Company to be held in the year 2022 subject to theratification by the members in every General meeting of the Company in compliance withthe mandatory rotation of auditors as per the provisions of the Companies Act 2013.

Accordingly the ratification of the appointment of M/s. Dhirubhai Shah & DoshiChartered Accountants (FRN: 102511W) as statutory auditors of the Company be recommendedto the members in the ensuing Annual General Meeting.

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 & their Report

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 20172018. TheSecretarial Auditors Report is annexed herewith as Annexure-IV to this Report. Thesaid report does not contain any adverse observation or qualification requiringexplanation 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 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.

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. 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 March31 2018 is as under:-

Category Name of the Director(s)
Managing Director Mr. Rahul M. Timbadia
Director Mr. Kartik M. Timbadia
Non-Executive Mr. Ramesh Khanna
Non-Executive and Independent Mr. Ashok Kumar Deorah
Director Mrs. Karuna Desai
Mr. Balubhai B. Patel

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 Company. Thedesirable steps are taken by the directors of the Company to rectify instances of non-compliances if any.

During the year Six Board meetings were held on 24th May 2017 7thJuly 2017 7th August 2017 12th September 2017 14th December2017 and 14th February 2018. The intervening gap between the Meetings was asprescribed under the Companies Act 2013.

B) DIRECTOR'S 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 6 6 No 3 0
Mr. Kartik M. Timbadia Director 6 6 No 3 0
Mr. Ramesh Khanna Non-Executive Director 6 6 Yes 7 2 Membership
Mr. Ashok Kumar Deorah Independent Director 6 3 Yes 4 1 Chairmanship 3 Membership
Mrs. Karuna Desai Independent Director 6 3 No 0 2 Chairmanship 3 Membership
Mr. Balubhai B. Patel Independent Director 6 3 Yes 0 0

C) BRIEF PROFILE OF BOARD OF DIRECTORS • Mr. Kartik Timbadia

Mr. Kartik Timbadia aged 66 years is a Commerce graduate. He has started his careeras a Steel supplier Stockiest & Import of Steel from 1971 to 1995. He used 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 68 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

work and the Company - La-Tim Life Style and Resorts Limited has become a name toreckon with in the Real Estate Industry. He is active in Rotary and has reached to thehighest post in the district. He was district Governor of the district 3140 when Rotarycompleted its 100 years.

On account of his active association as a director of Bombay Iron Merchant associationfor 9 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 Metal &Industries Limited to similar heights in the same manner he has grown the other companiesin 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 66 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 54 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 76 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 63 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.

D) Changes in Directors and Key Managerial Personnel

During the financial year 2017-18 appointment of Mr. Balubhai Bhagvanbhai Patel wasconfirmed as an Independent Director at the 41st Annual General Meeting of theCompany held on 27th September 2017.

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.

The appointment of Mr. Ashok Kumar Deorah as an Independent Director of the Company wasmade in the 38th Annual General Meeting of the Company held on 27thSeptember 2014 and he shall hold office for five consecutive years i.e. up to 31stMarch 2019. Your Board recommends his appointment for a second term of five years i.e. upto 31st March 2024. The resolution for approval of Mr. Ashok Kumar Deorah asIndependent Director of the Company is attached to the Notice.

Mr. Ramesh Khanna Non-Executive Director of the Company was appointed on Board witheffect from 13th May 2006. Being associated with the Company for a very longtime he has got the in-depth knowledge about the Company and its business. Pursuant to theprovisions of regulations 17 (1A) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 "No listedentity shall appoint a person or continue the directorship of any person as anon-executive director who has attained the age of seventy five years unless a specialresolution is passed to that effect". To this effect your Board recommends thereappointment of Mr. Ramesh Khanna for shareholders' approval. The special resolution tothis effect is attached to the Notice.

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/ Companies Amendment Act 2017that the independent directors of the company meet the criteria of their independence laiddown 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 opinionof the Board the Independent Directors of the company possess appropriate balance ofskills experience and knowledge as 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 2017.

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 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 24th May 2017 12th September 2017 14thDecember 2017 and 14th February 2018.

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

B) NOMINATION AND REMUNERATION COMMITTEE

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 Companywww.latimmetal.com.

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 24th May 2017 and 7th August2017.

Name of the Committee Members

No. of Meetings

Held Attended
Mr. Ashok Kumar Deorah 2 1
Mrs. Karuna Desai 2 1
Mr. Ramesh Khanna 2 2

• 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 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

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 2017-18 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 information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as Annexure - VII to this report.

During the financial year 2017-2018 there were no employee in the Company whoseparticulars are required to be given in terms of Section 197 (12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

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 2018 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 March2018 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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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 2018. 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.

CORPORATE SOCIAL RESPONSIBILITY POLICY

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.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 toBSE where the Company's shares are listed.

SECRETARIAL STANDARDS

The Company has complied with the applicable secretarial standards issued by theInstitute of Company Secretaries of India.

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 reference tofinancial statements. During the year no reportable material weakness in the design oroperations were observed.

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 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.

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 Companyhas policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policiesthe safeguarding of its assetstheprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

INDIAN ACCOUNTING STANDARDS(IND AS) - IFRS CONVERGED STANDARDS

Pursuant to the notification issued by The Ministry of Corporate Affairs datedFebruary 16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 theCompany has adopted "IND AS" for the first time with effect from April 01 2017with the comparatives for the periods ending March 31 2018.

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 the Company are provided as Part of Management Discussionand Analysis 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 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 herementioned link:http://drillcometal.com/policies/ policyforrelated.pdf

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

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 year2017-18 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 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.

GENERAL DISCLOSURES

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 orTribunals which impact the going concern status and Company's operation in future.

• There were no material changes and commitments affecting the financial positionof the Company between the end of financial year (March 31 2018) and the date of Report.

ACKNOWLEDGEMENTS

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
LA TIM METAL & INDUSTRIES LIMITED
Sd/- sd/-
Rahul Timbadia Kartik M. Timbadia
Managing Director Chairman
(DIN: 00691457) DIN No. 00473057
Date : 2nd July 2018
Place: Mumbai

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 ')
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 01-04-2017 to 31-03-2018
3. Reporting Currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries INR
4. Share Capital 20200200/-
5. Reserves & Surplus 58826567.28/-
6. Total Assets 796930437.31/-
7. Total Liabilities 717903670.03/-
8. Investments 858638.15/-
9. Turnover 1180038917.90/-
10. Profit before taxation 21717850.28/-
11. Provision for taxation 11530000/-
12. Profit after taxation 10187850.28/-
13. Proposed Dividend 0.00
14. % 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 Timbadia Kartik M. Timbadia
Managing Director Chairman
(DIN: 00691457) DIN No. 00473057
Date : 2nd July 2018
Place: Mumbai

ANNEXURE-V

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which interalia deals with the manner of selection of Board of Directors and CEO & ManagingDirector and their remuneration. This Policy is accordingly derived from the said Charter.

1. Criteria of selection of Non-Executive Directors

I. The Non-Executive Directors shall be of high integrity with relevant expertise andexperience so as to have a diverse Board with Directors having expertise in the fields ofmanufacturing marketing finance taxation law governance and general management.

II. In case of appointment of Independent Directors the N&R Committee shallsatisfy itself with regard to the independent nature of the Directors vis-a-vis theCompany so as to enable the Board to discharge its function and duties effectively.

III. The N&R Committee shall ensure that the candidate identified for appointmentas a Director is not disqualified for appointment under Section 164 of the Companies Act2013.

IV. The N&R Committee shall consider the following attributes / criteria whilstrecommending to the Board the candidature for appointment as Director.

a) Qualification expertise and experience of the Directors in their respective fields;

b) Personal Professional or business standing;

c) Diversity of the Board.

d) In case of re-appointment of Non -Executive Directors the Board shall take intoconsideration the performance evaluation of the Director and his engagement level.

Remuneration

The Non- Executive Directors shall be entitled to receive remuneration by way ofsitting fees reimbursement of expenses for participation in the Board / Committeemeetings as detailed hereunder:

i. A Non- Executive Director shall be entitled to receive sitting fees for each meetingof the Board or Committee of the Board attended by him of such sum as may be approved bythe Board of Directors within the overall limits prescribed under the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014;

ii. The Independent Directors of the Company shall not be entitled to participate inthe Stock Option Scheme of the Company if any introduced by the Company.

2. CEO & Managing Director - Criteria for selection / appointment:

For the purpose of selection of the CEO & MD the N&R Committee shall identifypersons of integrity who possess relevant expertise experience and leadership qualitiesrequired for the position and shall take into consideration recommendation if anyreceived from any member of the Board.

The Committee will also ensure that the incumbent fulfills such other criteria withregard to age and other qualifications as laid down under the Companies Act 2013 or otherapplicable laws.

Remuneration for the CEO & Managing Director

i. At the time of appointment or re-appointment the CEO & Managing Director shallbe paid such remuneration as may be mutually agreed between the Company (which includesthe N&R Committee and the Board of Directors) and the CEO & Managing Directorwithin the overall limits prescribed under the Companies Act 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting.

iii. The remuneration of the CEO & Managing Director is broadly divided into fixedand variable components. The fixed component comprises salary allowances perquisitesamenities and retirement benefits. The variable component comprises performance bonus.

iv. In determining the remuneration (including the fixed increment and performancebonus) the N&R Committee shall ensure / consider the following:

a. the relationship of remuneration and performance benchmarks is clear;

b. balance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals;

c. responsibility required to be shouldered by the CEO & Managing Director theindustry benchmarks and the current trends;

d. the Company's performance vis-a-vis the annual budget achievement and individualperformance vis-a-vis the KRAs / KPIs.

Remuneration Policy for the Senior Management Employees

In determining the remuneration of the Senior Management Employees (i.e. KMPs andExecutive Committee Members) the N&R Committee shall ensure / consider the following:

i. the relationship of remuneration and performance benchmark is clear;

ii. the balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals;

iii. the remuneration is divided into two components viz. fixed component comprisingsalaries perquisites and retirement benefits and a variable component comprisingperformance bonus;

iv. the remuneration including annual increment and performance bonus is decided basedon the criticality of the roles and responsibilities the Company's performance vis-a-visthe annual budget achievement individuals performance vis-a-vis KRAs/ KPIs industrybenchmark and current compensation trends in the market.

v. The Managing Director will carry out the individual performance review based on thestandard appraisal matrix and shall take into account the appraisal score card and otherfactors mentioned herein-above whilst recommending the annual increment and performanceincentive to the N&R Committee for its review and approval.

ANNEXURE -VI

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

i. Steps taken / impact on conservation of energy Energy conservation continues to receive priority attention at all levels.

All efforts are made to conserve and optimize use of energy. There is no Capital investment made on energy conservation equipment.

ii. Steps taken by the company for utilizing alternate sources of energy including waste generated
iii. Capital investment on energy conservation equipment

B. TECHNOLOGY ABSORPTION

i. Efforts in brief made towards technology absorption The Company continues to use latest technologies for improving the productivity & quality of its products.
ii. Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc.

iii. Imported technology (imported during the last 3 years reckoned from the beginningof the financial year): Not Applicable

iv. Expenditure incurred on Research and Development : Nil C. FOREIGN EXCHANGEEARNINGS AND OUTGO

a) Foreign Exchange Earnings -
b) Foreign Exchange Outgo ' 178.19/-

Annexure - VII

The ratio of remuneration of each director to the median employee's remuneration andother details in terms of the sub-section 12 of section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as follows:

Requirements Disclosures
1. Remuneration of Median Employee The median remuneration for the financial year 2017-2018 was ' 481000
2. Remuneration of Directors / KMP Mr. Rahul M. Timbadia (MD) NIL
Mr. Kartik M. Timbadia (NED) NIL
Mr. Ramesh Khanna (NED) NIL
Mr. Ashok kumar Deorah (ID) NIL
Mr. Balubhai B. Patel (ID) NIL
Mrs. Karuna Desai (ID) NIL
Mr. Vikram Shah - CFO Mr. Rahul C. Patel - CS NIL ' 481000/-
3. The ratio of remuneration of each director to the median remuneration of the employees for the financial year 2016-2017 Directors Ratio
Mr. Rahul M. Timbadia (MD) NIL
Mr. Kartik M. Timbadia (NED) NIL
Mr. Ramesh Khanna (NED) NIL
Mr. Ashok kumar Deorah (ID) NIL
Mr. Balubhai B. Patel (ID) NIL
Mrs. Karuna Desai (ID) NIL
4. The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer and Company Secretary in the Financial Year (2016-2017) Directors Increase
Mr. Rahul M. Timbadia (MD) NIL
Mr. Kartik M. Timbadia (NED) NIL
Mr. Ramesh Khanna (NED) NIL
Mr. Ashok kumar Deorah (ID) NIL
Mr. Balubhai B. Patel (ID) NIL
Mrs. Karuna Desai (ID) NIL
Chief Financial Officer NIL
Mr. Vikram Shah
Company Secretary NIL
Mr. Rahul C. Patel
5. The percentage increase in the median remuneration of employees in the financial year 2016-2017 The Company does not pay any sitting fees to its Directors. There was no increase in remuneration of Median employee
6. The number of permanent employees on the rolls of the Company There were 3 permanent employees on the rolls of the Company as on March 31 2018
7. Average percentile increase made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. There was no percentile increase made in the managerial remuneration of Key Managerial Personnel during the financial year 2017-2018
8. The Key parameters for any variable component of remuneration availed by the directors Not Applicable
9. Affiirmation that the remuneration is as per the remuneration policy of the Company It is hereby affiirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company