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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of La Tim Metal & Industries Ltd.

Mar 31, 2024

The Directors present with immense pleasure, the 48^Ih 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: -

(Amount in Lakhs)
Particulars	Current Year	Previous Year
	2023-24	2022-23
Income from operations and Other Income	35122.62	27332.37
Profit before Interest & Depreciation	1712.84	103.37
Less:- Interest & Bank Charges	663.89	597.90
Less:- Depreciation	263.74	243.50
Profit/Loss before Tax & Exceptional Item	785.21	(738.03)
Exceptional Items	0	0
Profit/Loss before Tax	785.21	(738.03)
Less: - Provision for Taxation
a. Current Tax	-	(4.83)
b. Earlier Year Tax	19.97	16.73
Provisions	-	-
c. Deferred Tax (Assets) /
Liabilities
d. MAT credit entitlement
Net Profit/Loss	765.24	(749.93)
Other Comprehensive Income/fExpenses)	(1.38)	2.28
Total Comprehensive Income	763.86	(747.65)

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 24^th January, 2020.

The final order for the merger has been come on 4^th 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 31^st 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 Listing 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 46^Ih AGM held on 26''¹'' 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 bll the conclusion of 51^th 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 Regulad''on 24 A, of the Lisd''ng Regulabon and

other applicable provision, if any, Board of Directors of the Company had appointed M/s. Kothari H. &Associates, Prach''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, HR, 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

6) 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 31^st 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.labmemtal.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 Educabon and Protecbon 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 operabons were observed.

27. INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operabons. The scope and authority of the Internal Audit (IA) funcbon is to maintain its objecbvity and independence. Based on the report of internal audit funcbon, process owners undertake correcbve acbon in their respecbve areas and hereby strengthen the controls. Significant audit observabons and correcbve acbons 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 operabons.

During the year such controls were tested and no reportable material weakness in the design or operabons 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 prevenbon and detecbon of frauds and errors, the accuracy and completeness of the accounbng records and the bmely preparabon of reliable financial informabon.

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 pracbced 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 transacbons 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 transacbons made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potenbal 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:

â¢ The Company is absorbed its subsidiary Company (La Tim Sourcing (India) Private Limited) by way of merger pursuant to the order dated 04^th August, 2023_issued by the National Company Law Tribunal

â¢ 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

â¢ During the Financial Year 2023-24, the trading of securities was not suspended.

â¢ 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

â¢ 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.

â¢ 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

â¢ 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.

Mar 31, 2023

The Directors present with immense pleasure, the 47thANNUAL REPORT on the business and operations along with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

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

(Amount in Lakhs)
Particulars	Standalone		Consolidated
	Current Year	Previous Year	Current Year	Previous Year
	2022-23	2021-22	2022-23	2021-22
Income from operations and Other Income	5,951.01	8,983.23	27,332.37	56,975.57
Profit before Interest & Depreciation	(376.8)	609.44	(103.37)	2,934.93
Less:- Interest & Bank Charges	134.41	38.06	597.90	398.23
Less:- Depreciation	28.02	17.02	243.50	204.90
Profit/Loss before Tax & Exceptional Item	(539.23)	554.36	(738.03)	2,331.80
Exceptional Items	0.00	0.00	0.00	0.00
Profit/Loss before Tax	(539.23)	554.36	(738.03)	2,331.80
Less:- Provision for Taxation
a) Current Tax	-	143.25	0.00	563.04
b) Earlier Year Tax Provisions	(4.83)	0.00	(4.83)	-
c. Deferred Tax (Assets) / Liabilities	0.41	(3.52)	16.73	(29.61)
d. MAT credit entitlement	0.00	0.00	0.00	0.00
Net Profit/Loss	(534.81)	414.63	(749.93)	1,798.37
Other Comprehensive lncome/(Expenses)	0.00	0.00	2.28	(0.28)
Total Comprehensive Income	(534.81)	414.63	(747.65)	1,798.09

PERFORMANCE REVIEW Standalone:

During the Financial Year under review, the Company has earned the Total income of Rs 5,951.01 lakhs as compared to Rs.8,983.23 lakhs in the previous year and the Net Loss after Tax is Rs. 534.81 lakhs as compared to Profit of Rs.414.63 lakhs (including exceptional items) in the previous year.

Consolidated:

During the Financial Year under review, the Company has earned the loss before Tax of Rs. 738.03 lakhs and the Net Profit after Tax is Rs. 2,331.80 lakhs.

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.

SHARE CAPITAL AND SHARES

The paid up Equity Share Capital as on 31st March, 2023 was Rs. 8,83,14,300/- consisting of 88,31,430 Equity Shares of Rs. 1/-each.

During the year, the Company has sub-divided its Equity shares as one Equity Shares having face value of Rs. 10/- per share into 10 Equity shares thereby decreasing the face value to Rs. 1/- per share.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company.

DEPOSIT

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.

TRANSFER TO RESERVES

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the Financial Year 2022-23 pursuant to the provisions of Section 92 read with Rule 12 (1) of the Companies (Management and administration) Rules, in the Form MGT-9 is annexed herewith as Annexure- I to this report and same is available on website of the company http://latimmetal.com/ investors-relation.html.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2023 the Company has only one subsidiary Company i.e. La Tim Sourcing (India) Private Limited.

Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 has been given under Annexure-ll 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 Industries Limited ("the Transferee 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 also 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 4th Day of August, 2023. According to the order the La Tim Sourcing (India) Private Limited has been merged with La Tim Metal and Industries Limited. The copy of the order has been available on the website of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

AUDITORSA) Statutory Auditors and Auditors'' Report

Your Director would like to inform you in the 46th AGM held on 26th September, 2022 M/s. Dhirubhai Shah and Co LLP, Chartered Accountants (Firm registration IMo. 102511W), was re-appointed as Statutory Auditor of the Company for a period of five consecutive years i.e. from the conclusion 46th AGM till the conclusion of 51th AGM.

AUDITORS'' REPORT

There is no qualification, reservation, 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, 2023. Flence, they do not call for any further explanation or comment u/s 134 (3)(f) of the Companies Act, 2013.

B) Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013, inter-alia requires every listed company to undertake Secretarial Audit Report given by a Company Secretary in Practice, in the prescribed form.

In line with the requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 read with Regulation 24 A, of the Listing Regulation and other applicable provision, if any. Board of Directors of the Company had appointed M/s. Kothari H. &Associates, Practicing 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, 2023 are annexed with the Board''s report and formed as part of the Annual Report. The Report is unqualified and selfexplanatory and does not call for any further comments.

Internal Auditors

M/s. RGSG & Co., Chartered Accountants have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to indepth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc.

There were no qualifications, reservations or any adverse 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, in addition to the expertise in their areas of specialization. As on 31st March 2023, the Board of the Company comprised of Six directors that include one Independent Women Director. All the members of the Board are persons with considerable experience and expertise in the industry. None of the Directors on the Board is a member in more than (10) Committee and Chairman of more than (5) Committee) across all the companies in which he/she is a directors. The necessary disclosures regarding committee positions have been made by all the directors. The Composition and the category of directors on the board of the Company is as under:-

Category	Name of the Director(s)
Managing Director	Mr. Rahul M. Timbadia
Executive Director	Mr. Kartik M. Timbadia
Non-Executive	Mr. Ramesh Khanna
Non-Executive and Independent Director	Mrs. Ragini Chokshi Mr. Sandeep N Ohri Mr. Ravi Seth (Appointed w.e.f 12.08.22)

A) NUMBER OF BOARD MEETINGS

The board meets at least once in each quarter, inter-alia to review the quarterly results and other matters. In addition, board also meets whenever necessary. The Board periodically reviews compliance reports of all laws applicable to the Company. The desirable steps are taken by the directors of the Company to rectify instances of non- compliances, if any.

During the year five Board meetings were held on 08th April, 2022, 30th May, 2022, 12th August, 2022, 14th November, 2022 and 10th February, 2023. The intervening gap between the Meetings was as prescribed under the Companies Act, 2013.

Independent Director Meeting

As per the provision of Companies Act, 2013 the Independent Directors of the Company shall hold atleast one meeting in a year without the attendance of non-independent directors. The company held this meeting on 10th February, 2023.

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	5	5	Yes	4	1 Membership
Mr. Kartik M. Timbadia	Director	5	5	Yes	3	Nil
Mr. Ramesh Khanna	Non-Executive Director	5	2	No	7	2 Membership
*Mr. Ravi Seth	Independent Director	3	3	Yes	2	Nil
Mrs. Ragini Chokshi	Independent Director	5	5	Yes	1	3 Membership
Mr. Sandeep N Ohri	Independent Director	5	5	Yes	1	3 Chairmanship 3 Membership
* Mr. Ravi Seth was appointed as Director of the Company w.e.f. 12th August, 2022.

C) BRIEF PROFILE OF BOARD OF DIRECTORS

â¢ Mr. KartikTimbadia

Mr. Kartik Timbadia, aged 71 years, is a Commerce graduate. He has started his career as a Steel supplier, Stockiest & Import of Steel from 1971 to 1995. He looks after the Import of Steel as well as purchase of Agricultural land for the farm house development. In 1997, he commenced hospitality business by way of setting up Saj Resorts- A fine hospitality hotel in Mahabaleshwar and Malshej Ghat, one of the preferred Resorts in that area as on today. At present he is also holding directorship in following companies:

i) La Tim Life Style & Resorts Ltd

ii) Saj Hotels Private Limited

iii) La Tim Sourcing (India) Private Limited

â¢ Mr. Rahul Timbadia

Mr. Rahul Timbadia, aged 72 years, is a Science Graduate from Jai Hind College. He is also diploma holder in "Entomology" through BNHS. He is a Chairman of La-Tim Lifestyle and Resorts Limited. It is only because of his unparalleled commitment to work and the Company - La-Tim Life Style and Resorts Limited has become a name to reckon with in the Real Estate Industry. He is active in Rotary and has reached to the highest post in the district. He was district Governor of the district 3140 when Rotary completed its 100 years.

On account of his active association as a director of Bombay Iron Merchant association for 10 years he has developed deep insights and knowledge in this Industry. He plans to make use of this knowledge acquired and use the same in developing La Tim Metals & Industries to similar heights in the same manner he has grown the other companies in which he has played pivotal roles.

At present he is also holding directorship in following companies:

i) La-Tim Life Style and Resorts Limited

ii) La Tim Sourcing (India) Private Limited

iii) Sanctuary Design and Development Private Limited

iv) Saj Hotels Private Limited

v) My Own Rooms Dot In Private Limited

And Designated Partner in La Proviso Infra Developers LLP and IRA Latim Farm LLP.

â¢ Mr. Ramesh Khanna

Mr. Ramesh Khanna aged 82 years is a Chartered Accountant by qualification. He is the Non - Executive Director of the Company. Currently he holds the position of Directorship in following Companies:-

i) Film Waves Combine Private Limited

ii) Jalaram Hotels Private Limited.

iii) Sand Rock Properties Private Limited

iv) Sand Rock Developers Private Limited

v) Mahad Eco Agrotech Private Limited

â¢ 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 practicing Company Secretary in Mumbai since more than three decade & having Specialization in Corporate laws, Listing, Merger & Amalgamation, Managerial Remuneration, Organization Restructuring, conversion of Balance sheet & Profit & loss a/c into XBRL & Corporate legal counseling 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

ii. Uday shivakumar Infra Limited

â¢ Mr. Sandeep N Ohri

Mr. Sandeep Ohri is a Certified Independent Director, Business Strategist and Business Development professional with a career spanning 30 years, half of it in Sales, Marketing & Business Development and the other half as an Entrepreneur.

He has sold products, services & solutions across many domains: Enterprise IT, Broadcast Video, Defense, Homeland Security, Packaging, eSecurity, Internet Services, Office Equipment, Social Media, Live Events, Mobile apps and Cold Chain Solutions, and handled national & international business, running into 100s of crores of Rupees. Also he has handled a multitude of functional roles: Sales, Marketing, Digital Marketing, Business Development, Operations, Accounts, Finance, Production & HR. Worked in a variety of organisations: Family Business, own Start-up, a Private Limited Company, an Indo French Joint-Venture & a listed Public Company, leading teams from 4 to 400.

Currently he holds the position of Directorship in following Companies:-

i. April Broadcast Private Limitedâ¢ Mr. Ravi Kumar Seth *

Mr. Ravi Kumar Seth is a Certified Independent Director and Qualified Chartered Accountant. He has 47 years of experience, as Practicing Chartered Accountant and Interacting with entrepreneurs from the various fields. He has a sound

BOARD COMMITTEE

A) AUDIT COMMITTEE

The Audit Committee comprises of three Non- Executive Directors viz. Mr. Sandeep Ohri, Mrs. Ragini Chokshi and Mr. Ramesh Khanna as members. Mr. Sandeep Ohriis the Chairman of the Committee. All the members of the Audit Committee possess good knowledge of corporate and project finance, accounts and Company law. The composition of the Audit Committee meets with the requirement of section 177 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Meetings and Attendance of the Audit Committee: -

â¢ An attendance detail of each member at Audit Committee meetings held during the year on 30th May, 2022,12th August, 2022,14th November, 2022 and 10th February, 2023.

Name of the Committee Members	No. of Meetings
Name of the Committee Members	Held	Attended
Mr. Ramesh Khanna	4	2
Mr. Sandeep Ohri	4	4
Mrs. Ragini Chokshi	4	4

knowledge of finance, companies act, tax laws and has handled a large number of audits.

He has vast knowledge of taxation, financial and Corporate Strategy. Currently he holds the position of Directorship in following Companies:-

1. Maplle Infra projects Limited

* Appointed w.e.f 12th August, 2022

D) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Ramesh Khanna, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

During the year, Mr. Ravi Kumar Seth was appointed as an Additional Director of the Company by the Board in their Board Meeting dated August 12, 2022 and also confirmed as Independent Directors of the Company for the period of five years by the members in their Annual General meeting held on Monday, August 12, 2022.

Mr. Sandip Timbadia is continue as CFO of Company. Mrs. Swati Gupta, Company secretary was resigned and Mrs. Shruti Shukla has been joined in her place.

E) Declaration by an Independent Director(s) and reappointment, if any

F) Formal Annual Evaluation

B) NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three Non- Executive Directors as members viz. Mr. Sandeep Ohri, Mrs. Ragini Choksi and Mr. Ramesh Khanna. Mr. Sandeep Ohri is the chairman of the Committee.

The Policy adopted by the Company''s Nomination and Remuneration Committee on Selection of Directors and Senior Management Personnel and on their Remuneration is annexed herewith as Annexure - V to this report and also available on the website of the Company www.latimmetal.com.

Meetings and Attendance of the Nomination and Remuneration Committee:-

â¢ An attendance detail of each member at Nomination and Remuneration Committee meetings held during the year on 12th August, 2022.

Name of the Committee Members	No. of Meetings
Name of the Committee Members	Held	Attended
Mr. Sandeep Ohri	1	1
Mr. Ramesh Khanna	1	1
Mrs. Ragini Chokshi	1	1

Remuneration of DirectorsRemuneration Paid to Managing Director/Executive Directors:

SNO Name of the Director Sitting Fee (in Rs)

S	Name of the	Sitting Fee (in Rs)
NO	Director
1.	Mr. Rahul M Timbadia	20,000
2.	Mr. Kartik M Timbadia	20,000

Remuneration/Sitting fees paid to non-executive /Independent Director

Details of sitting fees paid to Non-executive /Independent Directors in the financial year 2022- 2023 are given below:

s NO	Name of the Director	Sitting Fee (in Rs)
1.	Mr. Ravi Kumar Seth	20,000
2.	Mrs. Ragini Chokshi	20,000
3.	Mr. Sandeep Ohri	30,000

C) STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee comprises of Mr. Sandeep Ohri, chairman andMrs. Ragini Chokshi and Mr. Rahul Timbadia as members of the Committee.

Meetings and Attendance of the Stakeholders'' Relationship Committee:-

An attendance detail of each member at Stakeholders'' Relationship Committee meeting held during the year on 30th June,2022, 12th August, 2022, 14th November, 2022 and 10th February, 2023.

Name of the Committee Members	No. of Meetings
Name of the Committee Members	Held	Attended
Mr. Sandeep ohri	4	4
Mrs. Ragini Chokshi	4	4
Mr. Rahul Timbadia	4	4

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, for the financial year 2022-23 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

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, 2023, 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, 2023 and of the profit and loss of the company for that period;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Compliance related to the Corporate Governance is not mandatory to the Company.

In view of the above, Company has not provided report on corporate governance and auditor''s certificate thereon for the year ended March 31, 2023. However, whenever the provision will becomes applicable to the company at a later date, the company shall comply with the requirements of the same within six months from the date on which the provisions became applicable to the company.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has been carrying out various Corporate Social Responsibility (CSR) activities 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 5 The CSR Policy is available on Company''s website www.latimemtal.com.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to BSE 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 Investor Education and Protection Fund.

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

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

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and hereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

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

During the year such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to 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.

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.

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.

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-a-vis the Company. The policy on related party transaction is available on the website of the Company at here mentioned link: www.latimmetal.com.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2022-23, the Company has received nil complaints on sexual harassment.

CODE OF CONDUCT

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

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:

â¢ No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

â¢ There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2023) and the date of Report

â¢ During the Financial Year 2022-23, the trading of securities was not suspended.

â¢ The Company, during the Financial Year 2022-23, has not issued any debt instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or proposal. Flence, no credit ratings were obtained

â¢ 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.

POLICIES

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''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.

Mar 31, 2018

To,

The Members,

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

FINANCIAL HIGHLIGHTS

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

(Amount in Lakhs)

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	12,238.14
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 b. Deferred Tax (Assets) / Liabilities c. MAT credit entitlement	0.00 0.00 0.00	165.00 0.00 0.00	42.99 115.30 (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 Rs. 234.21 lakhs as compared to Rs. 793.11 lakhs in the previous year and the Net Loss after Tax is Rs. 76.36 lakhs as against Net Profit of Rs. 629.82 lakhs (including exceptional items) in the previous year. Exceptional items in the previous year consist of gain on Sale of fixed assets amounting to Rs. 833.42 lakhs and an amount of Rs. 0.34 lakhs 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 Rs. 12,238.14 lakhs and the Net Profit after Tax is Rs. 25.53 lakhs.

DIVIDEND

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

SHARE CAPITAL AND SHARES

Your Company has allotted 19,02,125 Equity Shares pursuant to conversion of 19,02,125 warrants as on 07.07.2017. As a result, the paid-up capital of the Company has increased from Rs. 3,22,53,750/-(Rupees Three Crores Twenty Two Lakh Fifty Three Thousand Seven Hundred and Fifty only) consisting of 32,25,375 Equity Shares of Rs. 10/- each to Rs. 5,12,75,000/- (Rupees Five Crores Twelve Lakh and Seventy Five Thousand only) consisting of 51,27,500 Equity Shares of Rs.10/- each.

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 2017-18.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company.

DEPOSIT

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

Your Company has invested in acquiring 20,20,020 Equity Shares of La Tim Sourcing (India) Private Limited for cash consideration of Rs. 28/- per share aggregating to Rs. 5,65,60,560/- (Rupees Five Crores Sixty Five Lakhs Sixty Thousand Five Hundred and Sixty Only).

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

Details of all the investments made by the Company under Section 186 of the Companies Act, 2013 during the year are disclosed in the financial statement.

RESERVES

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, the company has established a Vigil Mechanism through the committee, the genuine concerns expressed by the directors and employees. The Whistle Blower Policy is disclosed on the website http://drillcometal.com/whistleblowerpolicy.pdf.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the Financial Year 2017-18 pursuant to the provisions of Section 92 read with Rule 12 (1) of the Companies (Management and administration) Rules, in the Form MGT-9 is annexed herewith as Annexure- I to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company as on 18^th July, 2017 has completed the acquisition of 100% Equity Shares of La Tim Sourcing (India) Private Limited and thus it has become wholly owned subsidiary of the Company. Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 has been given under Annexure-II.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

AUDITORS A) Statutory Auditors and Auditorsâ Report

In the 41^st Annual General Meeting of the Company held on 27^th September, 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 from the conclusion of 41^st Annual General Meeting until the conclusion of the 46^th Annual General Meeting of the Company to be held in the year 2022, subject to the ratification by the members in every General meeting of the Company, in compliance with the mandatory rotation of auditors as per the provisions of the Companies Act, 2013.

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

AUDITORSâ REPORT

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

B) Secretarial Auditors & their Report

Pursuant to Section 204 of the Companies Act, 2013, and rules, amendments made there under, M/s. Kothari H. & Associates, Practicing Company Secretary was appointed to conduct the Secretarial Audit of your Company for the financial year 2017-2018. The Secretarial Auditors Report is annexed herewith as Annexure-IV to this Report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

C) Internal Auditors

M/s. JMK & Co., Chartered Accountants have been appointed as the Internal Auditors of the Company. Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Auditor process. Scope of internal audit extends to indepth audit of accounting and finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc. The Internal Auditors report to the Audit Committee of the Board of Directors and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in timely manner.

There were no qualifications, reservations or any adverse remarks made by the Auditors in their report and also by Practicing Company Secretary in their Secretarial Audit Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Directors on the Board is a member in more than (10) Committee and Chairman of more than (5) Committee) across all the companies in which he/she is a directors. The necessary disclosures regarding committee positions have been made by all the directors.

The Composition and the category of directors on the board of the Company as at March 31, 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 Director	Mr. Ashok Kumar Deorah 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 quarterly results and other matters. In addition board also meets whenever necessary. The Board periodically reviews compliance reports of all laws applicable to the Company. The desirable steps are taken by the directors of the Company to rectify instances of non- compliances, if any.

During the year Six Board meetings were held on 24^th May, 2017, 7^th July, 2017, 7^th August, 2017, 12^th September, 2017, 14^th December, 2017 and 14^th February, 2018. The intervening gap between the Meetings was as prescribed under the Companies Act, 2013.

B) DIRECTORâS 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 career as a Steel supplier, Stockiest & Import of Steel from 1971 to 1995. He used to look after the Import of Steel as well as purchase of Agricultural land for the farm house development. In 1997, he commenced hospitality business by way of setting up SajResorts- A fine hospitality hotel in Mahabaleshwar and Malshej Ghat, one of the preferred Resorts in that area as on today. At present he is also holding directorship in following companies:

i) La Tim Life Style & Resorts Ltd

ii) Saj Hotels Private Limited

iii) La Tim Sourcing (India) Private Limited

- Mr. Rahul Timbadia

Mr. Rahul Timbadia, aged 68 years, is a Science Graduate from Jai Hind College. He is also diploma holder in âEntomologyâ through BNHS. He is a Chairman of La-Tim Life Style and Resorts Limited. It is only because of his unparalleled commitment to work and the Company - La-Tim Life Style and Resorts Limited has become a name to reckon with in the Real Estate Industry. He is active in Rotary and has reached to the highest post in the district. He was district Governor of the district 3140 when Rotary completed its 100 years.

On account of his active association as a director of Bombay Iron Merchant association for 9 years he has developed deep insights and knowledge in this Industry. He plans to make use of this knowledge acquired and use the same in developing La Tim Metal & Industries Limited to similar heights in the same manner he has grown the other companies in which he has played pivotal roles.

At present he is also holding directorship in following companies:

i) La-Tim Life Style and Resorts Limited

ii) La Tim Sourcing (India) Private Limited

iii) Sanctuary Design and Development Private Limited

And Designated Partner in La Proviso Infra Developers LLP

- Mr. Ashok Kumar Deorah

Mr. Ashok Kumar Deorah, aged 66 years, is a consultant. He is on the Board as an Independent Director.

Currently, he is holding the position of directorship in the following companies:-

i) Sinodeen (India) Private Limited

ii) Space in Style Private Limited

iii) Chaupaati Bazaar Private Limited

iv) Oil Tech India Market Makers Private Limited

- Mrs. Karuna Desai

Mrs. Karuna Desai, aged 54 years is an Arts Graduate from Mumbai University. She is working with Airline Industry and has total experience of over Thirty years in this Industry. She is married to Mr. Mehul Desai, who is a Chartered Accountant. She is on board as an Independent Women Director.

- Mr. Ramesh Khanna

Mr. Ramesh Khanna aged 76 years. He is a Chartered Accountant by qualification. He is the Non - Executive Director of the Company. Currently he holds the position of Directorship in following Companies:-

i) Film Waves Combine Private Limited

ii) Jalaram Hotels Private Limited.

iii) Pankhudi Chemicals Private Limited

iv) Shalga Impex Private Limited

v) Sand Rock Properties Private Limited

vi) Sand Rock Developers Private Limited

vii) Mahad Eco Agrotech Private Limited

- Mr. Balubhai Patel

Mr. Balubhai Bhagvanbhai Patel, aged 63 years is a Chartered Accountant by profession and has more than 25 years of experience in various public limited listed companies engaged in manufacturing of ice cream, SS pipe & tubes, bulk drugs, plastics & irrigation systems, textiles and pharma sectors. He is appointed on Board as an Independent Director.

D) Changes in Directors and Key Managerial Personnel

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

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Kartik M. Timbadia, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible offer himself for re-appointment. Your Directors recommend his re-appointment.

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

Mr. Ramesh Khanna, Non-Executive Director of the Company, was appointed on Board with effect from 13^th May, 2006. Being associated with the Company for a very long time he has got the in-depth knowledge about the Company and its business. Pursuant to the provisions of regulations 17 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 âNo listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effectâ. To this effect, your Board recommends the reappointment of Mr. Ramesh Khanna for shareholdersâ approval. The special resolution to this 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 the company under section 149 (7) of the Companies Act, 2013/ Companies Amendment Act, 2017, that the independent directors of the company meet the criteria of their independence laid down in section 149 (6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. In the opinion of the Board, the Independent Directors of the company possess appropriate balance of skills, experience and knowledge as required.

F) Formal Annual Evaluation

BOARD COMMITTEE A) AUDIT COMMITTEE

The Audit Committee comprises of three Non- Executive Directors viz. Mr. Ashok Kumar Deorah, Mrs. Karuna Desai and Mr. Ramesh Khanna as members. Mr. Ashok Kumar Deorah is the Chairman of the Committee. All the members of the Audit Committee possess good knowledge of corporate and project finance, accounts and Company law. The composition of the Audit Committee meets with the requirement of section 177 of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Meetings and Attendance of the Audit Committee:-

- An attendance detail of each member at Audit Committee meetings held during the year on 24^th May, 2017, 12^th September, 2017, 14^th December, 2017 and 14^th February, 2018.

Name of the Committee Members	No. of Meetings
Name of the Committee Members	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 Directors as members viz. Mr. Ashok Kumar Deorah, Mrs. Karuna Desai and Mr. Ramesh Khanna. Mrs. Karuna Desai is the chairperson of the Committee.

The Policy adopted by the Companyâs Nomination and Remuneration Committee on Selection of Directors and Senior Management Personnel and on their Remuneration is annexed herewith as Annexure - V to this report and also available on the website of the Company www.latimmetal.com.

Meetings and Attendance of the Nomination and Remuneration Committee:-

- An attendance detail of each member at Nomination and Remuneration Committee meetings held during the year on 24^th May, 2017 and 7^th August, 2017.

Name of the Committee Members	No. of Meetings
Name of the Committee Members	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) STAKEHOLDERSâ RELATIONSHIP COMMITTEE

The Stakeholdersâ Relationship Committee comprises of Mr. Ashok Kumar Deorah, Mrs. Karuna Desai and Mr. Rahul Timbadia as members and Mrs. Karuna Desai is the chairperson of the Committee.

Meetings and Attendance of the Stakeholdersâ Relationship Committee:-

- An attendance detail of each member at Stakeholdersâ Relationship Committee meeting held during the year on 24^th May, 2017, 7^th August, 2017, 14^th December, 2017 and 14^th February, 2018.

Name of the Committee Members	No. of Meetings
Name of the Committee Members	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, foreign exchange 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 with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure - VII to this report.

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

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 31^st March, 2018, 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 31^st March,2018 and of the profit and loss of the company for that period;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Pursuant to the Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Compliance related to the Corporate Governance is not mandatory to the Company.

In view of the above, Company has not provided report on corporate governance and auditorâs certificate thereon for the year ended March 31, 2018. However, whenever the provision will becomes applicable to the company at a later date, the company shall comply with the requirements of the same within six months from the date on which the provisions became applicable to the company.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has not developed and implemented any Corporate Social Responsibility initiatives or any policy under section 135 of the Companies Act, 2013 as the said provisions are not applicable to the Company.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to BSE where the Companyâs shares are listed.

SECRETARIAL STANDARDS

The Company has complied with the applicable secretarial standards issued by the Institute 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 Investor Education and Protection Fund.

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

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

INTERNAL CONTROL SYSTEM

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 Companyâs 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.

INDIAN ACCOUNTING STANDARDS(IND AS) - IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company has adopted âIND ASâ for the first time with effect from April 01, 2017, with the comparatives for the periods ending March 31, 2018.

SUSTAINABLE DEVELOPMENT

Sustainability has been deeply embedded into the Companyâs business and has become an integral part of its decision making process while considering social, economic and environmental dimensions

RISK MANAGEMENT

The element of risk threatening the Companyâs existence is very minimal. The details of Risk Management as practiced by the Company are provided as Part of Management Discussion and Analysis report, which is part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The policy on related party transaction is available on the website of the Company at herementioned link: http://drillcometal.com/policies/ policyforrelated.pdf

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 2017-18, 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 the Members of the Board and all employees in the course of day to day business operations of the company.

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

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:

- No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operation in future.

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to the Companyâs bankers, Institutions, Business associates, Consultants and other clients and Customers, SEBI, Exchanges and various other Government and Non -Government Authorities for their support, co-operation, guidance and assistance .The Board also express their sincere appreciation to the valued shareholders for their support and confidence reposed on your Company. The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.

For and on Behalf of the Board of Directors

LA TIM METAL & INDUSTRIES LIMITED

Sd/- sd/-

Rahul Timbadia Kartik M. Timbadia

Managing Director Chairman

(DIN: 00691457) DIN No. 00473057

Date : 2^nd July, 2018

Place: Mumbai

Mar 31, 2015

Dear Members,

The Directors have immense pleasure in submitting their 39th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

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

(Amount in Lakhs)

Particulars Year Year ended 31st ended 31st March,2015 March,2014

Income from 68.62 0.00 operations and Other Income

Profit before (13.93) (16.85) Interest & Depreciation

Less:- Interest & 36.90 30.34 Bank Charges

Less:- Depreciation 0.14 0.11

Profit/Loss before (50.97) (47.30) Tax & Exceptional Item

Less:- Provision for 0.00 0.00 Taxation

Profit /Loss after Tax (50.97) (47.30)

Less:- Deferred Tax 0.00 0.00 Expenses (Savings)

Exceptional Items 45.24 0.00

Net Profit/Loss (96.21) (47.30)

Add:- Surplus 0.00 0.00 brought forward

Balance carried to (96.21) (47.30) Balance Sheet

OPERATIONS/STATUS OF COMPANY'S AFFAIRS

During the year under review, the management was successful to bring in the necessary licenses/ registrations and government permissions to restart the business and to bring the Company in operations. However, the year under review the operations have resulted into a gross loss of Rs. 13.93 Lacs against 16.85 Lacs in the previous year. After providing for interest, depreciation and taxes, the company has recorded a net loss of 96.21 lacs as against 47.30 Lacs in the previous year.

SHARE CAPITAL AND SHARES

There was no Change in Authorized and Paid up Share Capital of the Company during the year. 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.

DIVIDEND

Due to incurring losses in the Company, your director does not recommend any dividend.

RESERVES

The Board of the directors of the Company has not proposed to transfer any amount to any reserves as there were incurred losses in the financial year 2014-2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company does not carry any fund which is required to be transferred to investor education and protection fund.

NOMINATION AND REMUNERATION POLICY

The Policy adopted by the Company's Nomination and Remuneration Committee on selection of Directors and Senior Management Personnel and on their remuneration is briefly explained in Corporate Governance Report

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

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.

VIGIL MECHANISM

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

EXTRACT OF ANNUAL RETURN

The extract of Annual Return for the Financial Year 2014- 2015 pursuant to the provisions of Section 92 read with Rule 12 (1) of the Companies (Management and administration) Rules, in the Form MGT-9 is annexed herewith as Annexure - I to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with the Stock Exchanges, the Management Discussion and Analysis Report is annexed herewith as Annexure-II to this report.

AUDITORS

(i) Statutory Auditors

On the 38th AGM of the Company held on 27th September, 2014 M/s. Ravi Seth and Co., Chartered Accountants, Mumbai, having Firm Registration No. 108757W, was appointed as the Statutory Auditors of the Company from the Conclusion of 38th AGM till the conclusion of 41st AGM of the Company to be held in the year 2017(subject to ratification of their appointment at every AGM).The Board places ratification of their appointment till the conclusion of next AGM for the approval of shareholders.

(ii) Secretarial Auditors

The Secretarial Auditors of the Company M/s Kothari H. & Associates, Practicing Company Secretaries, Mumbai has submitted the Secretarial Audit Report under the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-III to this Report.

(iii) Internal Auditors

The internal auditors of the Company, M/s Dhirubhai Shah & Doshi, Chartered Accountants, Mumbai have conducted internal audit periodically and submitted their reports to the Audit Committee and they have recommended re- appointment of existing internal auditor M/s Dhirubhai Shah & Doshi, Chartered Accountants, as an internal auditor of the company for the financial year 2015-2016 under the relevant provisions of Companies Act, 2013

There were no qualifications, reservations or any adverse remarks made by the Auditors in their report and also by Practicing Company Secretaries in their Secretarial Audit Report.

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 Articles of Association of the Company, Mr. Ramesh Khanna who is liable to retire by rotation and is eligible for re-appointment.

The board of directors conducted meeting on 9th August, 2014 in which Mrs. Amala Mehta was appointed as an additional director and her appointment was confirmed by the member in last Annual General Meeting. During the financial year Mr. Rahul Timbadia was appointed as Managing director of the Company.

During the financial year, Mr. Parth Rahul Timbadia who was holding the position of Director in the Company, he resigned from his directorship w.ef. 9th August, 2014

During the financial year the Board of directors of the company has appointed Mr. Vikram Shah as a Chief Financial officer and Ms. Rishika Gurudatta as a Company Secretary of the Company who will also act as a Key Managerial Personnel of the Company pursuant to the provisions of Section 203 of Companies Act, 2013.

B) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

C) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

D) Number of meetings of the Board of Directors

The Company held a minimum of one board meeting in every quarter. The details of the meeting held during the financial year are given in Corporate Governance report.

AUDIT COMMITTEE

The Audit Committee comprises of three all Non- Executive Independent Directors viz Mr. Praful Vora, Mr. Ashok Kumar Deora and Mrs. Amala Mehta as members. The details of the Audit committee is explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of three Non - Executive Independent Directors as members viz Mr. Praful Vora, Mr. Ashok Kumar Deorah and Mrs. Amala Mehta. The detail of the Nomination and Remuneration Committee is explained in the Corporate Governance Report.

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 2014-2015 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 - IV to this report .

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Securities and Exchange Board of India vide it's Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, has clarified the applicability of Clause 49 Corporate Governance on Listed Companies, as per the aforesaid circular Clause 49 and it's annexure are not applicable on your Company. However, the Company has made efforts to provide the information in the Director's Report and the Corporate Governance Report as per the Listing Agreement.

A report on Corporate Governance is annexed herewith as Annexure-V to this Report containing the details of Directors remuneration along with the additional information to the extent possible with the Company as a matter of prudence and good governance.

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.

DEPOSITS

The Company has neither accepted nor renewed any deposits during this year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As there were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable to the Company.

BUSINESS 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.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company has not developed and implemented any Corporate Social Responsibility initiatives or any policy under section 135 of the Companies Act, 2013 as the said provisions are not applicable to the Company.

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-a-vis the Company.

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 2014-15, the Company has received nil complaints on sexual harassment.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

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.

PARTICULARS OF EMPLOYEES

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 forms part of this report.

The above information is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection by members at the Registered Office of the Company. The aforesaid information is also available for inspection by Members at the Registered Office of the Company, 21 days before the 39th Annual General Meeting and upto the date of the Annual General Meeting during the business hours on working days.

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, 2015, 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 ,2015 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

POSTAL BALLOT

During the year your Directors of the Company has conducted the Postal ballot in respect of to sell, lease, mortgage or otherwise dispose off the whole or part of the property located at E3 MIDC Ahamadnagar, Maharashtra for which special resolution was passed and the members who were holding total number of shares 15,50,442 out of which 15,50,442 number of shares were polled and for which 15,49,092 votes were in favour and 1100 votes were against and remaining 250 Votes were invalid Votes.

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:

* No Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

* There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report.

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.

For And on Behalf of the Board of Directors LA TIM METAL & INDUSTRIES LIMITED

Sd/- Kartik Timbadia Chairman (DIN: 00473057)

Place : Mumbai Date : 20th May 2015

Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting herewith the 38th Annual Report and the Audited Financial Statement of Accounts of your Company for the year ended 31st March 2014.

FINANCIAL RESULTS

Year Ended Year Ended 31.03.2014 31.03.2013 (Rs. 000) (Rs. 000)

Income from Operations and Other Income 0.00 0.00 Profit before Interest & Depreciation (16.85) (10.86)

Less: Interest & Bank charges 30.34 33.61

Less: Depreciation 0.11 0.10

Profit /Loss before Tax & Exceptional Item (47.30) (44.57)

Less: Provision for Taxation 0.00 0.00

Profit/Loss after Tax (47.30) (44.57)

Less: Deferred Tax Expenses/(Savings) 0.00 0.00

Exceptional Items 0.00 11.53

Net Profit/Loss (47.30) (56.10)

Add: Surplus brought forward 0.00 0.00

Balance carried to Balance Sheet (47.30) (56.10)

OPERATIONS

During the year under review the management has made conscious efforts to bring in the necessary licenses and Government permissions to restart the commencement of business. The Company is optimistic that all the necessary permissions will be obtained in the forthcoming year and the company will be able to successfully commence the operations. However, the year under review the operations have resulted into a gross loss of Rs. 16.85 thousand as against Rs. 10.86 thousand in the previous year After providing for interest, depreciation and taxes, the Company has recorded a net loss of Rs. 47.30 thousand as against Rs. 44.57 thousand in the previous year. The gross loss stood at Rs. 47.30 thousand as against Rs. 56.10 thousand during the previous year.

FUTURE OUTLOOK

The company has decided to venture into the business of Roofing Sheets and Building Panels mainly made out of color coated sheets, also known as Pre Painted Galvanized Sheets. In our country two products are very popular for roofing, fencing, industrial Shed and other Sheds and they are: Cement (Asbestos) Roofing sheets and Galvanized Corrugated Sheets Asbestos sheets are found to be a carcinogenic and is banned in all the developed countries. Galvanized sheets due to its tendency to get rusty, its use for roofing is out of trend in all the developed and developing countries. PPGI is comparatively new product and is prevalent in the whole world. Its use in our country is also multiplying rapidly.

As the economy of our country has picked up very well in last few years, the consumption of steel is multiplying manifold. Under the circumstances the company sees a tremendous potential in these product.

As on today the status of the company is static due to lack of fresh capital and pending legal formalities. Another company of same group is market leader in trading of PPGI coils. It is also leader in Profile making industry out of PPGI. Under the circumstances the management of this company has decided to merge their group company namely La Tim Souring (India) Pvt Ltd with this company. That will help our company in acquiring the knowledge, experience and goodwill of that company along with their equity and reserves. Our company will acquire enough strength to carry on the business of trading and manufacturing color coated sheets and profile in big way.

SHARE CAPITAL

There was no change in the Authorized and Paid up share capital of the Company during the year.

DIVIDEND

In order to conserve the resources for expansion of business and working capital needs, your directors do not recommend any dividend.

DIRECTORS

Mr. Kartik Timbadia retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Praful Vora, Mr. Ashok Kumar Deorah and Mrs. Amala Mehta as an Independent Directors for five consecutive years for a term up to 31 st March 2019. Detail of the proposal for appointment Mr. Praful Vora, Mr. Ashok Kumar Deorah and Mrs. Amala Mehta are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 38th Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public within the meaning of section 58A & 58AA of the Companies Act, 1956/ corresponding sections of Companies Act, 2013 and the rules made there under.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

I. that in the preparation of the annual accounts, the applicable accounting standards and the requirements set out in schedule VI of Companies Act, 1956 have been followed and that there are no material departure from the same;

ii. that the selected accounting policies were applied consistently and the directors 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 as on 31st March, 2014 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. that the annual accounts have been prepared on a "going concern" basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not carrying any activity and hence the particulars required to be furnished under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R & D efforts are not applicable to the company.

During the period under review the Company has no earnings and outgo of Foreign Exchange.

EMPLOYEE INFORMATION

No employee of the company draws remuneration in excess of limit prescribed under section 217(2A) of The Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. Ravi Seth and Co., Chartered Accountants, Mumbai, Auditors of the Company having Firm Registration No. 108757W, retires at the ensuing Annual General Meeting, are eligible for re-appointment. Their appointment is recommended to hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received certificate from the Auditors to the effect that their reappointment, if made, will be in accordance with the provisions prescribed under section 139 and other applicable provisions, if any, of the Companies Act, 2013. Based on recommendation of Audit Committee and the Board of directors in their meeting held on 9th August, 2014 recommend the appointment of M/s. Ravi Seth& Co., Chartered Accountants as Statutory Auditors of the Company for the year 2013-14 for the approval of shareholders.

SECRETARIAL AUDITORS

Based on recommendation received from Audit Committee, the Board of Directors at their meeting held on 9th August, 2014 appointed M/s. Kothari H. & Associates, Company Secretaries, Mumbai as a Secretarial Auditor of the Company under the relevant provisions of the Companies Act, 2013 for the financial year 2014-15.

COMPLIANCE CERTIFICATE:

A Compliance Certificate under Section 383A of the Companies Act, 1956 and any further modifications and amendments in the aforesaid act thereafter, from the whole time practicing Company Secretary M/s. Kothari H. & Associates in respect of financial year ended 31st March, 2014 is enclosed.

INTERNAL AUDITORS

M/s Dhirubhai Shah & Doshi, Chartered Accountants, Mumbai have conducted internal audit periodically and submitted their Reports to the Audit Committee. Audit committee has recommended re-appointment of existing internal auditor M/s. Dhirubhai Shah & Doshi, Chartered Accountants, as an internal auditor of the Company for financial year 2014-15 under the relevant provisions of the Companies Act, 2013.

AUDITORS'' REPORT & CERTIFICATION

The Auditors'' Report forms the part of this Annual Report. The Auditors have also certified the Company''s compliance requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is enclosed as an annexure to the Report on Corporate Governance. The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31st March, 2014 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Board of Directors on its meeting held on August 9, 2014, constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

4. Risk Management Committee

Mr. Praful Vora is the member of the Nomination and Remuneration Committee, Stakeholder relationship Committee and Audit Committee of the Board of Directors of the Company.

Mr. Ashok Kumar Deorah is the Chairman of the Nomination and Remuneration Committee, Audit Committee, member of Stakeholder relationship Committee and Risk Management Committee of the Board of Directors of the Company.

AUDIT COMMITTEE

A. Composition, Meetings and Attendance:

The company constituted the Audit Committee. The 3 Members of the Audit Committee comprises of Non- Executive and Independent Directors namely Mr. Praful Vora, Mr. Ashok Kumar Deorah and Mrs. Amala Mehta. Mr. Praful Vora is the Chairman of the committee.

B. Term of reference:

The terms of reference of the Audit Committee were revised in the Board Meeting held on 9th August, 2014,to align the same with the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are as follows:

To oversee the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

1. To recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

2. To approve the payment to statutory auditors for any other services rendered by the statutory auditors.

3. To review, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a) Matters required being included in the Director''s Responsibility Statement to be included in the Board''s report.

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management

d) Significant adjustments made in the financial statements arising out of audit findings

e) Compliance with listing and other legal requirements relating to financial statements

f) Qualifications in the draft audit report.

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

5. To review, with the management, the statement of uses /application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

6. To review, with the management, performance of statutory and internal auditors, and monitor auditor''s independence and performance and effectiveness of the audit process and adequacy of the internal control systems.

7. To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

8. To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

9. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

10. To approve the appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

11. To consider, suggest, modification and or recommend / approve, the related party transactions of the Company.

12. To scrutinize inter corporate loans and investments.

13. To consider valuation of assets or undertaking of the Company.

14. To evaluate internal financial controls and risk management systems.

15. To review and formulate the scope, functioning, periodicity, methodology for conducting the internal audit, in consultation with the Internal Auditor and to discuss with the internal auditors any significant findings and follow-up there on.

16. To have the authority to investigate into any matter as included in its terms of reference or referred to it by the Board and for this purpose the Audit Committee to have power to obtain professional advice from external sources and have full access to information contained in the records of the Company.

17. To review the Company''s Vigil Mechanism as defined under the Whistle Blower Pol icy of the Company with regard to the process / procedure prescribed for its employees and directors to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting, auditing or other related matters. To ensure that these arrangements allow independent investigation of such matters and appropriate follow-up action.

18. Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

NOMINATION AND REMUNERATION

COMMITTEE:

A. Composition

The Nomination and Remuneration Committee (formerly known as Remuneration/Compensation Committee) comprise of three Non executive independent directors namely Mr. Praful Vora, Mr. Ashok Kumar Deorah and Mrs. Amala Mehta. The Committee was renamed as Nomination and Remuneration Committee from Remuneration & Compensation Committee and its terms of reference were expanded to align the same with the provisions of Companies Act, 2013 and clause 49 of the listing agreement in the Board Meeting held on 9th August, 2014 .The Chairperson of the committee is Mrs. Amala Mehta. The Non Executive Independent Directors do not draw any remuneration from the Company except sitting fees.

Terms of reference:

a) To recommend the annual remuneration and periodic increments payable to the Executive Director(s) which is required to be further approved by the Board.

b) Formulation of criteria for evaluation of Independent Directors and the Board;

c) Devising a policy on Board diversity.

d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

e) To ensure that the overall remuneration payable to the Directors does not exceed the limits prescribed by the Companies Act 2013 and is within the limits approved by the shareholders.

f) Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

STAKEHOLDER RELATIONSHIP COMMITTEE:

A. Composition :

The Stakeholder Relationship Committee (formerly Known as Investor''/Shareholders'' Grievance Committee comprises of Mr.Ramesh Khanna, Mr.Rahul Maganlal Timbadia and Mrs. Amala Mehta. The Committee was renamed as Stakeholder Relationship Committee from as Investor''/Shareholders'' Grievance and its terms of reference were expanded to align the same with the provisions of Companies Act, 2013 and clause 49 of the listing agreement, in the Board Meeting held on 9th August, 2014 . The Chairman of the committee is Mr .Ashok Kumar Deorah.

B. Terms of reference:

The Shareholders'' /Investors'' Grievances committee of the Company reviews matters related to grievances of shareholders and investors. The committee primarily focuses on review of investor complaints and its Redressal, queries received from investors i.e. Transfer of shares, Issue of Share Certificates, Non Receipt of Annual Reports etc. and also reviews the reports presented by the Share Transfer Agents of the Company.

Disclosures:

a. None of the transactions with any of the related parties were in conflict with the interest of the Company. Details of the related party transactions are given in notes on Financial Statement.

b. During the previous three years while no structures were passed, no financial penalties was levied by stock exchanges and CDSL for delayed/non compliance of provisions/regulations relating to Capital Market and depository participant activities observed mainly during the regular inspection.

c. None of the directors of the company are disqualified for being appointed as Directors as stipulated under section 274 (1) (g) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000.

d. Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made under there, board of Directors in their Board meeting held on 9th August, 2014 have adopted a vigil mechanism policy for directors and employees to report the genuine concerns to the Chairman of Audit Committee.

e. The Company has duly complied with all the mandatory requirements as per Clause 49 of the Listing Agreement.

f. Compliance with Non-mandatory requirements is furnished separately under the heading "Non-mandatory Requirements".

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Company''s bankers, Institutional and other clients and customers, SEBI, NSE, BSE, MCX-SX, CDSL, Pune Stock Exchange and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the 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.

By Order of the Board

(Rahul Timbadia) Managing Director

Place : Mumbai Date : 09.08.2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Thirty Seventh Annual Report and the Audited Annual Accounts for the financial year ended 31st March, 2013.

1. Financial Performance:

During the year, there was no business carried on by the company. Your Directors are hopeful and are striving hard for revival of functions of the company and achieving better results in the comingyear.

2. Dividend:

Since there are no profits, directors do not recommend dividend fortheyear.

3. Fixed Deposits:

Your company has not accepted any fixed deposit from public.

4. Directors:

At the ensuring Annual General Meeting, Mr. Ramesh Khanna, is liable to retire by rotation.

There has been change in Directorship of the company during the financial year, Mr. Ashok kumar Deorah and Mr. Praful Vora were appointed as Additional Directors having Independent status with effect from 11 th April, 2013. At the ensuring Annual General Meeting they will be confirmed as Directors of the company.

Mr. Rahul Timbadia, Mr. Kartik Timbadia and Mr. Parth Timbadia will continue to remain as the Directors of the company.

5. Directors Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

I. in the preparation of the annual accounts forthe year ended 31st March, 2013 the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii. the Directors have 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

6. Particulars of Employees:

No employee of the company draws remuneration in excess of limit prescribed under section 217(2A) of The Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975.

7. Energy Conservation Measures, Technology Absorption and R&D Efforts and Foreign Exchange Earnings and Outgo:

Your Company is not carrying any activity and hence the particulars required to be furnished under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R&D efforts are not applicable to the company.

During the period under review the Company has no earnings and outgo of Foreign Exchange.

8. Compliance Certificate:

A Compliance Certificate under Section 383A of the Companies Act, 1956, from the whole time practicing Company Secretary M/s. Kothari H. & Associates in respect of financial year ended 31 st March, 2013 is enclosed.

9. Listing:

At present the Company''s Equity Shares are listed at BSE Limited and the Company has paid Listing Fees to the above Stock Exchange for the year 2012-13.

10. Dematerialization:

The Shareholders who are holding shares in physical mode may convert their holdings in dematerialized form, for which they may contact their respective Depository Participant, where they maintain their respective de-mat account. The Company''s ISIN is INE501N01012.

11. Acknowledgement:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents duringthe year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the company during the year. By Order of the Board of Directors

For Driilco Metal Carbides Limited

Rahul Timbadia

Chairman

Place: Mumbai

Date: 30th May, 2013

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the Thirty Fifth Annual Report together with the audited statements of accounts of the Company for the year ended 31st March, 2011.

1. Financial Performance:

During the year, there was no business carried on by the company. Your Directors are hopeful for revival of the functions of the Company and achieving better results in the coming year.

2. Dividend:

Since there are no profits, directors do not recommend any dividend for the year.

3. Book Closure:

The register will remain close from 16th September,2011 to 22nd September, 2011 (both days inclusive).

4. Fixed Deposit:

Your Company has not accepted any fixed deposit from public. As such no amount of principal or interest is outstanding as of the Balance Sheet date.

5. Directors:

In the terms of the provisions of the Article of Association of the Company, Shri Ramesh Nandkishore Khanna will retire by rotation at the ensuing Annual General Meeting of the Company, and being eligible, offers himself for reappointment.

6. Director's responsibility Statement:

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the Profit of the Company for the year under review.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a 'going concern' basis.

7. Auditors & their Reports:

M/s Ravi Seth & Co., Chartered Accountants, Auditors of the Company holding office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from M/s Ravi Seth & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1- B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of the section 226 of the Companies Act, 1956.

With the reference to Auditor's remarks in Para 4(a) of their report, the directors clarify that the company has faced severe financial constraints since 2001 leading to complete closure of activities. And still continues to be in the same state. But the management is presently in the process of making long term revival plan for the company and they are putting their best efforts in order to start the operations of the Company.

8. Particulars of Employees:

No employees of the company draws remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

9. Energy Conservation Measures, Technology Absorption and R&D Efforts and Foreign Exchange Earnings and Outgo:

Your Company is not carrying any activity and hence the particulars required to be furnished under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R&D efforts are not applicable to the company.

During the period under review the company has no earnings and outgo of Foreign Exchange.

10. Compliance Certificate:

A Compliance Certificate from the Secretary in whole time practice in respect of the financial year ended March 31, 2011 is enclosed.

11. Acknowledgement:

Your Directors would like to express their sincere appreciation of the cooperation and assistance received from the shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the company during the year.

For and Behalf of Board of Directors

Rahul Timbadia (Director)

Place: Mumbai Date : 31.05.2011

Mar 31, 2010

The Directors have pleasure in presenting the Thirty Fourth Annual Report together with the audited statements of accounts of the Company for the year ended 31 st March 2010.

1. Financial Performance:

During the year, there was no business carried on by the company. Your Directors are hopeful for revival of the functions of company and achieving better results in the coming year. During the year, the management of the Company has been taken over by Mr. Rahul Timbadia by making a public announcement for this purpose. The new management of the Company has dicided to revive this Company by way of restart it existing operation as well as enter into new business venture like construction & infrastructure development, steel manufacturings, trading, Energy production and distribution.

2. Dividend:

Since there are no profits, directors do not recommend any dividend for the year.

3. Book Closure:

The register of members will remain close from 28" September, 2010 to 29" September, 2010 (both days inclusive).

4. Fixed Deposit:

Your Company has not accepted any fixed deposit from public. As such, no amount of principal or interest is outstanding as of the Balance Sheet date.

5. Directors:

During the year, Mr. Virendra Singh Khurana, resigned with effect from 10th May, 2010, from the board of directors of the company and Mr. Rahul Timbadia and Mr. Kartik Timbadia were appointed as Additional Directors on 10th May, 2010

As per Section 260 of the Companies Act, 1956, Mr. Rahul Timbadia and Mr. Kartik Timbadia, who are Additional Directors, will cease to hold the office of the Directors at the conclusion of the forthcoming Annual General Meeting. As per Section 257 of the Companies Act, 1956, the Company has received notices along with deposit from a member proposing the candidatures of Mr. Rahul Timbadia and Mr. Kartik Timbadia forthe office of Director of the Company.

6. Directors Responsibility Statement:

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the Accounts for the financial year ended March 31 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010 and of the Profit of the Company for the year under review.

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the accounts for the financial year ended March 31,2010 on a going concern basis.

7. Auditors & their reports

M/s Ravi Seth & Co, Chartered Accountants, Auditors ofthe Company, holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received letter from M/s. s Ravi Seth & Co; Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under section 224 (1-B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 ofthe Companies Act 1956.

With reference to Auditors remarks in para 4(a) of their report, the directors clarify that the company has faced severe financial constraints since 2001 leading to complete closure of activities. And still continues to be in the same state. But the management is presently in the process of making long term revival plan for the company and they are putting their best efforts in order to start the operations of company.

8. Particulars of Employees:

No employee of the company draws remuneration in excess of limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

9. Energy Conservation Measures, Technology Absorption and R&D Efforts and Foreign Exchange Earnings and Outgo:

Your Company is not carrying any activity and hence the particulars required to be furnished under Section 217(1 )(e) ofthe Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption and R&D efforts are not applicable to the company.

During the period under review the company has no earnings and outgo of Foreign Exchange.

10. Compliance Certificate:

A Compliance Certificate from the Secretary in whole time practice in respect ofthe financial year ended March 31,2010 is enclosed.

11. Acknowledgement:

Your Directors would like to express their sincere appreciation ofthe co- operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the company during the year.

For and on behalf of the Board of Director

Place : Mumbai Rahul Timbadia

Date : 14th August, 2010 (Chairman)

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