REPORT ON CORPORATE GOVERENANCE
In terms of Compliance to clause 49 of the Listing Agreement on Corporate Governance, your Company is voluntary complying with the guidelines. The report for the current year is as follows:-
1) COMPANY'S PHILOSOPHY
The Company is voluntary accepted to relevant provision of Clause 49 of the Listing Agreement with the stock exchange on Corporate Governance. The composition of Board of Directors is well balanced with a view to manage the affairs of the Company efficiently and professionally. The Company's philosophy is to provide heat and cold treatment of iron, steel, coils and metals founders and other products and to make them of high quality Standards and provide satisfaction to all stakeholders including customers, shareholders and employees.
2) GOVERNANCE STRUCTURE
La tim Metal & Industries Ltd. Governance structure broadly comprises of the Board of directors and the Committee of the Board of Directors at the apex level and management structure at the operational level. This layered structure brings about harmonious blend in governance as the board sets the Overall Corporate objectives and gives direction and freedom to the management to achieve corporate objectives within a given framework thereby bringing about an environment for value creation by having adequate profits in coming financial years.
a) BOARD OF DIRECTORS (BOARD)
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. The Board of the Company comprises six directors that include one Women Director. All the members of the Board are person 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 (as specified in clause 49 of the Listing Agreement) across all the companies in which he/she is a directors. The necessary disclosures regarding committee positions have been made by all the directors.
b) NUMBER OF BOARD MEETINGS
The board meets at least once in a each quarter, inter-alia to review the quarterly results and other matters .In addition board also meets whenever necessary .The Board periodically review 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.
D) BRIEF PROFILE OF BOARD OF DIRECTORS
• Mr. Kartik Timbadia
Mr. Kartik Timbadia, aged 63 years, is a Commerce graduate. He has started his career as a Steel supplier, Stockiest & Import of Steel from 1971 to 1995 he use to look after the Import of Steel as well as purchase 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. One of the preferred Resort of Mahabaleshwar as on today. At present he is also holding directorship in following companies :
i) M/s. La Tim Life Style & Resorts Ltd
ii) M/s. Saj Hotels Pvt Ltd
iii) M/s La Tim Sourcing (India) Pvt Ltd
• Rahul Timbadia
Mr. Rahul Timbadia, aged 65 years, is a Science Graduate from Jai Hind College. He is also diploma holder in "Entomology" through BNHS. He is M.D and Chairman of M/S. La Tim Lifestyle & Resorts Ltd. It is only because of his unparalleled commitment to work and the Company - La Tim Lifestyle and Resorts 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 100years.
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 Metals and 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) M/s. La Tim Life Style & Resorts Ltd
ii) M/s. Saj Hotels Pvt Ltd
iii) M/s La Tim Sourcing (India) Pvt Ltd
iv) Sanctuary Design and Development Pvt Ltd
• Mr. Ashok Kumar Deorah
Mr. Ashok Kumar Deorah, aged 63 years, is a consultant. Currently is holding the position of directorship in Sinodeen (India) Private Limited, JustChalo Technologies Private Limited and Space in Style Private Limited. He is on the Board as an Independent Director.
• Mr. Praful Vora
Mr. Praful Vora, aged 65 years is a Science graduate. He is expertise in the area of export. He is President of Vile Parle Taluka (Mumbai Board), Human Rights Movement of India. He has considerable experience in the export which will be greatly beneficial to the Company. He is on the Board as an Independent Director.
• Mrs. Amla Mehta
Mrs. Amala Mehta is a Commerce Graduate from Mumbai University. She is also Diploma holder in Travel & Tourism from Sofaya College, Mumbai. Immediately after her graduation she was involved in her family business in the capacity of Administrator. She is married to a renowned Pathologist Dr. Amrish Mehta who is running Apple Diagnostic Centre at Ghatkopar. Mrs. Amala Mehta is involved in the administration of this diagnostic centre since her marriage. She is very active in community service and is active member of Inner Wheel, a women organization of Rotary. She has been Past President of Inner Wheel Club of Bombay Airport. She is keenly interested in cultural activities also.
• Mr. Ramesh Khanna
Mr. Ramesh Khanna aged 74 years. He is a Chartered Accountant by qualification. He is on the Board as an Independent Director. Currently he holds the position of Directorship in following Companies:-
i) Film Waves Combine Private Limited
ii) Jalaram Hotels Private Limited
iii) Hammer Plus Jewellery Private Limited
iv) Intercraft Jewelry Private Limited
v) Omved lifestyle Private Limited
vi) Vista Properties Private Limited
vii) Blueheaven Properties Private Limited
viii) Pankhudi Chemicals Private Limited
ix) Shalga Impex Private Limited
x) Sand Rock Developers Private Limited
xi) Mahad Eco Agrotech Private Limited
xii) Sand Rock Properties Private Limited
Mr. Ramesh Khanna, Director of the company is liable to retire by rotation being eligible offer himself for re-appointment.
3) BOARD COMMITTEE
The board of directors of the Company on its meeting held on 20th May 2015, constituted the following Committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship 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 20th May 2015, 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:
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 utilization 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 Policy 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
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 20th May 2015 .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.
B. 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.
POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This Policy is accordingly derived from the said Charter.
1. Criteria of selection of Non Executive Directors
I. The Non Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
II. In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.
III. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
IV. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
a) Qualification, expertise and experience of the Directors in their respective fields;
b) Personal, Professional or business standing;
c) Diversity of the Board.
d) In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
The Non Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board / Committee meetings as detailed hereunder:
i. A Non Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;
ii. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.
2. CEO & Managing Director - Criteria for selection / appointment:
For the purpose of selection of the CEO & MD, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any member of the Board. The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
Remuneration for the CEO & Managing Director
i. At the time of appointment or re-appointment, the CEO & Managing Director shall be paid such remuneration as may be mutually agreed between the Company (which includes the N&R Committee and the Board of Directors) and the CEO & Managing Director within the overall limits prescribed under the Companies Act, 2013.
ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
iii. The remuneration of the CEO & Managing Director is broadly divided into fixed and variable components. The fixed component comprises salary, allowances, perquisites, amenities and retirement benefits. The variable component comprises performance bonus.
iv. In determining the remuneration (including the fixed increment and performance bonus) the N&R Committee shall ensure / consider the following:
a. the relationship of remuneration and performance benchmarks is clear;
b. balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;
c. responsibility required to be shouldered by the CEO & Managing Director, the industry benchmarks and the current trends;
d. the Company's performance vis-a-vis the annual budget achievement and individual performance vis-a-vis the KRAs / KPIs.
Remuneration Policy for the Senior Management Employees
In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members) the N&R Committee shall ensure / consider the following:
i. the relationship of remuneration and performance benchmark is clear;
ii. the balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;
iii. the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;
iv. the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement, individuals performance vis-a-vis KRAs/ KPIs, industry benchmark and current compensation trends in the market.
v. The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, whilst recommending the annual increment and performance incentive to the N&R Committee for its review and approval.
STAKEHOLDER RELATIONSHIP COMMITTEE
A. Composition :
The Stakeholder Relationship Committee (formerly Known as Investor'/Shareholders' Grievance Committee comprises of Mr. Rahul Timbadia ,Mr. Ramesh Khanna, Mr. Ashok Kumar Deorah 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 20th May 2015 . 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.
4) FORMAL PERFORMANCE ANNUAL EVALUATION OF DIRECTORS
The Company has a policy for evaluation of performance of Directors, Committee and the Board. 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, Committee 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 Director Meeting on March 30, 2015.
5) REGISTRAR AND TRANSFER AGENTS
M/s. Satellite Corporate Services Private Limited is Registrar and Transfer Agent of the Company. Any request pertaining to investor relations may be addressed to the following address:
Satellite Corporate Services Private Limited B-302 Sony Apartment, Opp. St Jude High School, 90 Feet Road, Jarimari, Sakinaka, Mumbai-400072 Ph: No. 022 28520461/462. Fax: 022 8511809 email: email@example.com
Investor Correspondence may also be addressed to:
Ms. Rishika Gurudatta Company Secretary & Compliance Officer, La tim Metal And Industries Limited 201,2nd Floor, Navkar Plaza, Bajaj Road,Vile Parle(W), Mumbai-400056 Tel - +91-22-26202299 Email: firstname.lastname@example.org email@example.com
6) SHARE TRANSFER SYSTEM
The transactions of the shares held in Demat and Physical form are handled by the Company's Depository Registrar, Satellite Corporate Services Private Limited Particulars 2014-2015 2013-14
Shares Transferred 28825 15400
Total No. of Shares as on 2194375 2194375
31st March, 2015
10) OUTSTANDING GDRs/ADRs/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY
We have no GDRs/ADRs or any commercial Instrument.
11) DETAIL OF PUBLIC FUNDING OBTAINED IN LAST THREE FINANCIAL YEARS
No Capital has been raised from public in last three financial years
12) PREVENTION OF INSIDER TRAINING
In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, the company has instituted a code of conduct for prohibition of Insider Trading in the Company's shares.
13) WHISTLE BLOWER POLICY
The Board of Directors of the Company are committed to maintain highest standard of honesty, openness and accountability and recognize that each and every person in the Company has an important role to play in achieving the organizational goals. It is the policy of the Company to encourage employees, when they have reason to suspect questionable accounting/audit practices or the reporting of fraudulent financial information to shareholders, the Government or the financial markets, and/or serious misconduct otherwise, to report the concerns to the Company's Management. We further affirm that no employee has been denied access to the Audit Committee.
14) GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
As part of green initiative process, the company has taken an initiative of sending documents like notice calling Annual General meeting ,Corporate Governance Report, Directors Report, Audited Financial Statements, Auditors Report, dividend Intimations etc., by email .Physical copies are sent only to those shareholders whose email addresses are not registered with the company and for the bounced e-mail cases. Shareholders are requested to register their email id with Registrar and Share Transfer agent/Concerned depository to enable the company to send the documents in electronic form or inform the company in case they wish to receive the above documents in paper mode.
For And on Behalf of the Board of Directors LA TIM METAL & INDUSTRIES LIMITED
Sd/- Kartik Timbadia
Place : Mumbai
Date : 20th May 2015