BOARD REPORT FOR THE FINANCIAL YEAR 2014-2015 To, The Members, Your 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 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 20142015 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 reappointment, 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 a INDUSTRIES LIMITED Sd/- Kartik Timbadia Chairman (DIN: 00473057) Place : Mumbai Date : 20th May 2015 |