To,
The Members,
The Directors present with immense pleasure, the 48Ih ANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
During the year under review, performance of your company as under: -
2. PERFORMANCE REVIEW
During the Financial Year under review, the Company has earned the Total income of Rs 35,122.62 lakhs as compared to Rs. 27,332.37 lakhs in the previous year and the Net Profit after Tax is Rs. 765.24 lakhs as compared to loss of Rs. 749.93 lakhs (including exceptional items) in the previous year.
In the previous year, the subsidiary company La Tim Sourcing (India) Private Limited is merged with the Company.
3. DIVIDEND
The Board of Directors of your Company, after considering the present circumstances, has decided that it would be prudent, not to recommend any dividend for the year under review.
4. SHARE CAPITAL AND SHARES
The paid up Equity Share Capital as on 31st March, 2024 was Rs. 11,03,92,875 /- consisting of 88,31,430 Equity Shares of Rs. 1/- each fully paid up shares and 4,41,57,150 partly paid up Equity Shares of Rs. 0.50/- each.
During the year, the Company raised fund through Right Issue of 4,41,57,150 Equity shares on the face value of Rs. 1/- at premium of Rs. 7.50/- per share aggregating to Rs. 8.50/- per share.
The Company has not bought back any of its securities and also has not issued any sweat equity shares and bonus shares during the year under review. The Company has not provided any Stock Option Scheme to the employees. The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2022-23.
5. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of the business of the Company.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
There is no material change and commitments which effect the Financial position of the Company.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
During the year, La Tim Sourcing (India) Private Limited subsidiary company merged with the Company by the order passed by National Company Law Tribunal (NCLT), Mumbai Bench on 4,h August, 2023.
8. DEPOSIT
Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and amendments, rules, notifications framed there under. As such no amount of Principal or Interest is outstanding as on the Balance Sheet date.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any Loans or guarantees or security in connection with Loans obtained by any person during the financial year.
10. TRANSFER TO RESERVES
The Board of the directors of the Company has not proposed to transfer any amount to any reserves.
11. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the company has established a Vigil Mechanism through the committee, the genuine concerns expressed by the directors and employees. The Whistle Blower Policy is disclosed on the website www.latimmetal.com.
12. ANNUAL RETURN
The Annual Return in Form MGT-7 for the financial year ended, 31" March, 2024, is available on the website of the Company http://labmmetal.com/investors-relation.html.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2024 the Company does not have any subsidiary, Joint venture and Associate Company.
The Company La Tim Metal and Industries Limited ("the Transferee Company") has filed the Scheme of Merger (by Absorption of La Tim Sourcing (India) Private Limited ("the Transferor Company"), pursuant to Section 230-233 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder with Registrar of Companies (ROC), Regional Director (RD) and Official Liquidator (OL).
The above scheme of Merger has been duly approved by the Shareholders of the Company in the NCLT convened Extra Ordinary General Meeting of the Shareholders of the Company on 24th January, 2020.
The final order for the merger has been come on 4'11 Day of August, 2023. According to the order the La Tim Metal and Industries Limited ("the Transferee Company") has been merged with La Tim Sourcing (India) Private Limited. Therefore, as on 31st March 2024 there is no subsidiary company of Labm Metal.
The copy of the order is available on the website of the Company.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the SEBI (LODR), Regulations 2015 and the Lisbng Agreements with the Stock Exchanges, the Management Discussion and Analysis Report is annexed herewith as Annexure-I to this report.
15. AUDITORS
A) Statutory Auditors and Auditors' Report
Your Director would like to inform you in the 46Ih AGM held on 26th September, 2022 M/s. Dhirubhai Shah and Co LLP, Chartered Accountants (Firm registrabon No. 102511W), was re-appointed as Statutory Auditor of the Company for a period of five consecubve years i.e. from the conclusion 46th AGM till the conclusion of 5rh AGM.
AUDITORS' REPORT
There is no qualificabon, reservabon, adverse remark or disclaimer made by the Statutory Auditor and/or Secretarial Auditor of the Company in their report for the financial year ended March 31, 2024. Flence, they do not call for any further explanabon or comment u/s 134 (3)(f) of the Companies Act, 2013.
B) Secretarial Auditors
Pursuant to Sech'on 204 of the Companies Act, 2013, inter- alia requires every listed company to undertake Secretarial Audit Report given by a Company Secretary in Prach'ce, in the prescribed form.
In line with the requirement of Secbon 204 of the Companies Act, 2013 and the Companies (Appointment and Remunerabon of Managerial personnel) Rules, 2014 read with Regulabon 24 A, of the Lisbng Regulabon and other applicable provision, if any, Board of Directors of the Company had appointed M/s. Kothari H. &Associates, Pracb'cing Company Secretary to conduct the Secretarial Audit of your Company for the financial year 2023- 2024.
The Secretarial Audit Report for the financial year ended March 31,2024 are annexed as Annexure II with the Board's report and formed as part of the Annual Report. The Report is unqualified and self-explanatory and does not call for any further comments.
C) Cost Auditors
In terms of Secbon 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Secbon 148(1) of the Act. The Board of Directors of the Company has, on the recommendabon of the Audit Committee, approved the appointment of M/s Kuldip lyava (Firm Registrabon No. 001617) as the cost auditors of the Company for the year ending March 31, 2024. M/s Kuldip lyava_have vast experience in the field of cost audit and have been conducbng the audit of the subsidiary Company La Tim Sourcing which was merged with the Company.
In accordance with the provisions of Secbon 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remunerabon of 80,000 thousand plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducbng cost audit of the Company for FY2024-2025 as recommended by the Audit Committee and approved by the Board has to be rabfied by the Members of the Company. The same is placed for rabficabon of Members and forms part of the Nobce of the ensuing AGM.
D) Internal Auditors
M/s. Shah & Jaju Associates, Chartered Accountants have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direcbon and monitors the effecbveness of the Internal Auditor process. Scope of internal audit extends to in depth audit of accounbng and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, FIR, payroll and administrabon etc.
The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary acdons to close the gaps idenbfied in bmely manner.
There were no qualificabons, reservabons or any adverse remarks made by the Auditors in their report.
16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Arbcles of Associabon of the Company, Mr. Karbk Timbadia, Director of the Company, will rebre by rotabon at the ensuing Annual General Meebng and, being eligible offer himself for re-appointment. Your Directors recommend his reappointment.
During the year, Mr. Ramesh Khanna was resigned from the position of Director of the Company w.e.f. 04,h March, 2024.
Mr. Sandip Timbadia is continued as CFO of Company and Mrs. Shruti Shukla as Company secretary of the Company
B) Declaration by an Independent Director(s) and reappointment, if any
The Company has received necessary declarations from each independent director of the company under section 149 (7) of the Companies Act, 2013, that the independent directors of the company meet the criteria of their independence laid down in section 149 (6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors of the company possess appropriate balance of skills, experience and knowledge as required.
C) Formal Annual Evaluation
Pursuant to the provisions of the Companies Act, 2013 and if any, applicable regulation of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees on the basis of the policy which is approved by Board of Directors of the Company. Based on the principle laid out in the said Policy, Nomination & Remuneration Committee has evaluated the performance of every director.
The Independent directors of the company in their meeting had evaluated the performance of the Chairman, Non Independent directors, and of the board. The board has also evaluated the performance of Independent Directors. The directors expressed their satisfaction with evaluation process. During the Financial Year, the company had Independent directors' meeting on 23rd January, 2024.
The Certificate from the practicing Company secretary as per Schedule V (C) (10) (i) of SEBI (LODR) certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the Annual Report.
D) Familiarization Program for Independent Directors
The familiarization program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company's familiarization program for Independent Directors is posted on the Company's website www.latimmetal.com.
E) Meetings of the Board of Directors
The Board met five times in financial year 2023-24 with the maximum interval between any two meetings not exceeding 120 days. The details of the composition of the Board and its Committees and the Meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report.
17. AUDIT COMMITTEE
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, 'Audit Committee' for matters relating to constitution, meetings and functions of the Committee.
18. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178. Kindly refer to section on Corporate Governance, under the head, 'Nomination & Remuneration Committee' for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee. The Brief of the Company's Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (listing Obligation and Disclosure Requirements) Regulation, 2015 is available on the website www.latimmetal.com of the Company.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, for the financial year 2023-24 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 - III to this report.
20. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The payment made to Directors of the Company as remunerations and other persons who are employed with the Company during the year. The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as per Annexure-IV.
21. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors confirm that
a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at 31st March, 2024 and of the profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Compliance related to the Corporate Governance is applicable to the company from the end of the year.
The Corporate Governance report is attached as Annexure V. Certificate from the Auditors of the Company, M/s. Kothari H. & Associates, practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Chapter IV of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
23. CORPORATE SOCIAL RESPONSIBILITY POLICY
Pursuant to the provision of section 135 of the Companies Act, 2013, provision related to spending amount towards CSR activity is not applicable to the Company during the financial year ended 31st March ,2024, However, The Company has been carrying out various Corporate Social Responsibility (CSR) activities voluntarily in the areas of education, health, water, sanitation etc. These activities are carried out in terms of Section 135 read with Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Annual Report on CSR Activities undertaken by the Company is annexed herewith as Annexure VI. The CSR Policy is available on Company's website www.latimemtal.com.
24. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE where the Company's shares are listed.
25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company is not carrying any fund which is required to be transferto Investor Education and Protection Fund.
26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operations were observed.
27. INTERNAL CONTROL SYSTEM
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and hereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
28. INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.
During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
29. SUSTAINABLE DEVELOPMENT
Sustainability has been deeply embedded into the Company's business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.
30. RISK MANAGEMENT
The element of risk threatening the Company's existence is very minimal. The details of Risk Management as practiced by the Company are provided as Part of Management Discussion and Analysis report, which is part of this Report.
31. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-ci-vis the Company. The policy on related party transaction is available on the website of the Company at here mentioned link: www.latimmetal.com.
32. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2023-24, the Company has received nil complaints on sexual harassment.
33. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
34. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
• The Company is absorbed its subsidiary Company (La Tim Sourcing (India) Private Limited) by way of merger pursuant to the order dated 04"' August, 2023_issued by the National Company Law Tribunal
• There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2024) and the date of Report
• During the Financial Year 2023-24, the trading of securities was not suspended.
• The Company, during the Financial Year 2023-24, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Hence, no credit ratings were obtained
• The Company has complied with statutory compliances and no penalty or stricture is imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI) or any other statutory authority on any matter related to the capital markets during the last three years.
• no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution
• The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SSI and SS2) relating to Meetings of the Board, its Committees and Annual General Meetings.
35. POLICIES
All the policies are available on the website of the Company i.e. www.latimmetal.com.
36. ACKNOWLEDGEMENTS
Your Directors wish to place on record their thanks and gratitude to the Company's bankers. Institutions, Business associates, Consultants and other clients and Customers, SEBI, Exchanges and various other Government and Non- Government Authorities for their support, co-operation, guidance and assistance. The Board also express their sincere appreciation to the valued shareholders for their support and confidence reposed on your Company. The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.