To,
The Members,
The Directors present with immense pleasure, the 49th ANNUAL REPORT on the
business and operations along with the Audited Financial Statements of the Company for the
Financial Year ended 31st March, 2025.
1. FINANCIAL HIGHLIGHTS
During the year under review, the performance of your company is as under: -
(Amount in Lakhs)
| Particulars |
Current Year |
Previous Year |
|
2024-25 |
2023-24 |
| Income from operations and Other Income |
26,138.36 |
35,122.62 |
| Profit before Interest & Depreciation |
599.82 |
1712.84 |
| Less: - Interest & Bank Charges |
516.08 |
663.89 |
| Less: - Depreciation |
272.87 |
263.74 |
| Profit/Loss before Tax& Exceptional Item |
-189.13 |
785.21 |
| Exceptional Items |
0 |
0 |
| Profit/Loss before Tax |
-189.13 |
785.21 |
| Less: - Provision for Taxation |
|
|
| a. CurrentTax |
0.00 |
0.00 |
| b. Earlier Year Tax Provisions |
0.00 |
0.00 |
| c. Deferred Tax (Assets) / Liabilities |
(103.14) |
19.97 |
| d. MAT credit entitlement |
0.00 |
0.00 |
| Net Profit/Loss |
(85.99) |
765.24 |
| Other Comprehensive Income/(Expenses) |
0.48 |
(1.38) |
| Total Comprehensive Income |
(85.51) |
763.86 |
2. PERFORMANCE REVIEW Standalone:
During the Financial Year under review, the Company has earned the Total income of Rs
26,138.36 lakhs as compared to Rs. 35,122.62 lakhs in the previous year and the Net loss
after tax is Rs. 85.99 lakhs as against Net profit of Rs. 765.24 lakhs (including
exceptional items) in the previous year.
3. DIVIDEND
The Board of Directors of your company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
financial year under review.
4. SHARE CAPITAL AND SHARES
The paid-up Equity Share Capital as on 31st March, 2025, was
Rs.13,15,51,038/- consisting of 13,06,30,626 Equity Shares of Rs. 1/- each fully paid up
shares and 18,40,824 partly paid up equity share ofRs 0.50/-
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 2024-25.
5. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in 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, there is no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the company's operations in
future.
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. RESERVES
The Board ofDirectors of your company has decided not to transfer any amount to the
reserves for the financial year under review.
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, 31st March, 2025, is
available on the website of the Company http://latimmetal.com/investors-relation.html.
13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2025 the Company does not have any subsidiary, Joint
venture and associates companies.
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
At the 46th Annual General Meeting of the Company held on 26th
September 2022, the appointment of M/s. Dhirubhai Shah and Co. LLP, Chartered Accountants
(FRN: 102511W), was approved by the members of the Company as the Statutory Auditors for a
period of five (5) years, commencing from the conclusion of the 46th Annual
General Meeting until the conclusion of the 51st Annual General Meeting to be
held in the year 2027.
AUDITORS' 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
Under Section 204 of the Companies Act, 2013, and rules, amendments made thereunder,
M/s. Kothari H. & Associates, Practising Company Secretary, was appointed to conduct
the Secretarial Audit of your Company for the financial year 2024- 2025 in the Board
Meeting held on 21st May, 2024. The Secretarial Audit Report for the year
2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial
Audit Report is self
explanatory and therefore does not call for any explanatory note, and the same is
annexed herewith as Annexure-II to this Report.
C) Internal Auditors
M/s. Shah Jaju & Associates, Chartered Accountants, have been appointed as the
Internal Auditors of the Company for the financial year 2024-25. The Audit Committee of
the Board provides direction and monitors the effectiveness of the Internal Auditor
process. Scope of internal audit extends to a depth 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 every quarter. The Audit Committee reviews the
report presented by the Internal Auditors and takes necessary actions to close the gaps
identified promptly.
There were no qualifications, reservations or any adverse remarks made by the Auditors
in their report.
16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Meetings of Board Of Directors
The board meets at least once in each quarter, inter alia, to review the quarterly
results and other matters. In addition, the 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-compliance, if any.
During the year, Six Board meetings were held on 21st May, 2024, 18th
July 2024, 13th August 2024,14thNovember 2024,14th
February 2025, and 19th March 2025. The intervening gap between the meetings
was as prescribed under the Companies Act, 2013. 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.
B) 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. Sandip Timbadia, Director of
the Company, will retire by rotation at the ensuing Annual General Meeting and, being
eligible offer himself for reappointment. Your Directors recommend his reappointment.
During the year, Mr. Sandip Khushal Timbadia, who was serving as the Chief Financial
Officer (CFO) of the Company, was also appointed as a Whole-time Director with effect from
21st May, 2024.
Mrs. Shruti Shukla resigned from her role as a Company Secretary & Compliance
Officer of the Company effective 20th August, 2024. Subsequently, Ms. Prachi
Jain was appointed to the position with effect from 14th November, 2024, and
later resigned on 2nd January, 2025. Thereafter, Mr. Uday Sawant was appointed
as the Company Secretary and Compliance Officer effective 14th February, 2025.
C) 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 an appropriate balance of skills, experience and
knowledge as required.
D) FormalAnnualEvaluation
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, the 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 the evaluation process. During the Financial Year, the company had an
Independent directors' meeting on 14th February, 2025.
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.
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
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 2024-25 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, 2025, 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, 2025 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 the Corporate Governance is
applicable to the company from the end of the year.
The Corporate Governance report is attached as Annexure V. Certificate from the
Auditors of the Company, M/s. Kothari H & Associates, practicing Company Secretaries,
confirming compliance with the conditions of Corporate Governance as stipulated under
Chapter IV of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part
of the Annual Report.
23. CORPORATE SOCIAL RESPONSIBILITY POLICY
Pursuant to the provision of section 135 of the Companies Act, 2013, provision related
to spending amount towards CSR activity is not applicable to the Company during the
financial year ended 31st March, 2025.
24. LISTING WITH THE STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 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 funds which is required to be transfer to Investor
Education and Protection Fund.
26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, no reportable material weakness in the design or
operations was observed.
27. INTERNAL CONTROL SYSTEM
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit (IA) function
is to maintain its objectivity and independence. Based on the report of the internal audit
function, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
28. INTERNAL CONTROLS OVER LINANCIAL 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 was observed. The Company has policies and procedures for ensuring
the orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of fraud and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information.
29. SUSTAINABLE DEVELOPMENT
Sustainability has been deeply embedded into the Company's business and has become an
integral part of its decision-making process while considering social, economic and
environmental dimensions.
30. RISK MANAGEMENT
The element of risk threatening the Company's existence is very minimal. The details of
Risk Management as practised by the Company are provided as Part of the Management
Discussion and Analysis report, which is part of this Report.
31. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interests 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 the
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 transactions is available on the website of the Company at here mentioned link here:
www.latimmetal.com.
32. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at the workplace in
line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial
year 2024-25, the Company received nil complaints on sexual harassment.
33.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which applies 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 workplace, 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:
• No material changes and commitments were affecting the financial position of the
Company between the end of the financial year (March 31, 2025) and the date of the Report
• During the Financial Year 2024-25, the trading of securities was not suspended.
• The Company, during the Financial Year 2024-25, has not issued any debt
instruments or has not taken Fixed Deposits or has not mobilized funds under any scheme or
proposal. Hence, no credit ratings were obtained.
• The Company has complied with statutory compliances and no penalty or stricture
is imposed on the Company by the Stock Exchanges or Securities and Exchange Board oflndia
(SEBI) or any other statutory authority on any matter related to the capital markets
during the last three years.
• No proceedings are made or pending under the Insolvency and Bankruptcy Code,
2016 and there is no instance of onetime settlement with any Bank or Financial Institution
• The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SSI and
SS2) relating to Meetings of the Board, its Committees and Annual General Meetings.
35. POLICIES
All the policies are available on the website of the Company, i.e. www.latimmetal.com.
36. ACKNOWLEDGEMENTS
Your Directors wish to place on record their thanks and gratitude to the Company's
bankers, Institutions, Business associates, Consultants and other clients and Customers,
SEBI, Exchanges and various other Government and Non- non-government authorities for their
support, cooperation, guidance and assistance. The Board also express their sincere
appreciation to the valued
shareholders for their support and confidence reposed in your Company. The Board of
Directors takes this opportunity to express its appreciation of the sincere efforts put in
by the staff and executives at all levels, and hopes that they will continue their
dedicated efforts in the future.
For and on Behalf of the Board ofDirectors LA TIM METAL & INDUSTRIES
LIMITED
Date: 12/08/2025 Place: Mumbai
Rahul M Timbadia
Managing Director (DIN:00691457)
Kartik M Timbadia
Chairman
(DIN No. 00473057)
|