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Directors Report of La Tim Metal & Industries Ltd.

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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