Turner Industries Ltd.
|BSE: 531164||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE995E01015|
|BSE 00:00 | 15 Sep||Turner Industries Ltd|
|NSE 05:30 | 01 Jan||Turner Industries Ltd|
|BSE: 531164||Sector: Consumer|
|NSE: N.A.||ISIN Code: INE995E01015|
|BSE 00:00 | 15 Sep||Turner Industries Ltd|
|NSE 05:30 | 01 Jan||Turner Industries Ltd|
TO THE MEMBERS
Your Directors have pleasure in presenting their 21Annual Report together with theAudited Accounts of the Company for the Year ended March 312015.
Due to tough market conditions the sale of the company reduced by 61.86% when comparedwith FY 13-14 which resulted in the net sales of Rs.28.40 lakhs.
However as there was no major difference in the expenses for the year the loss of thecompany during FY 14-15 was Rs.51.75 lakhs..
Due to non availability of profits your Directors do not recommend any dividend forthe financial year 14-15.
The paid up equity capital as on March 312015 was Rs.401.30 Lakhs. The company has notissued any shares during the year under review. The Company has not bought back any of itssecurities during the year under review. The Company has not provided any Stock OptionScheme to the employees.
Cash and cash equivalents as at March 31 2015 was Rs.1.39 lakhs. The company continuesto focus on judicious management of its working capital Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.
TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any dues to be transferred to investor education andprotection fund. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended 31st March 2015.
LASER DIAMONDS LIMITED
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this Report.
However a letter has been issued from BSE vide letter No.LIST/Comp/49-WomanDirector/70/2015-16 dated July 3rd 2015 imposing a fine of Rs.57000/-fornon-appointment of woman director.
It is hereby informed that Mrs. Kanchan Samdaria has been appointed as a woman directorof the company w.e.f. 22.07.2015.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act2013.lnvestments made by the company is nil as on31.03.2015.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
As the company does not fall within the ambit of sec 135 it is not mandatory for thecompany to constitute CSR committee and expend towards CSR policy.
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilisation and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilisation of energyare not quantitative its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries which should furnishthis information in FormA annexed to the aforesaid Rules the question of furnishing thesame does not arise.
Company's products are manufactured by using in-house know how and no outsidetechnology is being used for manufacturing activities. Therefore no technology absorptionis required. The Company constantly strives for maintenance and improvement in quality ofits products and entire Research & Development activities are directed to achieve theaforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT- GO :
During the year foreign exchange earnings Rs.9.82 lakhs Previous year Rs.73.09 lakhsand out flow Nil.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
The following are the directors of the company as on the date of the director's report.
The Board now recommends for re-appointment of Mr. Lalit Kumar Samdaria (DIN 00018137)for directorship liable to retire by rotation.
The Board also recommends appointment of Mr.Tarun Chordia (DIN 05107262) for theIndependent director post and Mrs. Kanchan Samdaria (DIN 07240203) as Woman Director.
Independent director has given declarations that he meets the criteria of independenceas laid down under section 149(6) of the Companies Act 2013 and clause 49 of the ListingAgreement.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit
The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
Appointment & Remuneration Committees.
The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
During the financial year Board met 5 times i.e. 30.05.2014 30.07.2014 11.08.201431.10.2014 and 30.01.2015
During the financial year Audit Committee met twice i.e on 30.05.2014 and 31.10.2014.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
The Company does not have any subsidiary.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance "against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any. ln staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading insecurities by the Directors and designated employees of the Company.The Code requires preclearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. AII Board Directors and the designated employees haveconfirmed compliance with the Code.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013 .As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report from Mr A Rengarajan Practicing CompanySecretary.
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hencedo not call for any further comments under Section 134 ofthe Companies Act 2013.As required under section 204 (1) of the Companies Act 2013 theCompany has obtained a secretarial audit report fro. The following observations have beenmade in the report:
1. The Company has not appointed independent directors as per sec 149 (4) of theCompanies Act 2 0 13 and as per the requirements of Clause 49 of the Listing Agreement.Hence no meeting of independent directors has been conducted.
2. The Company has not appointed woman director as per sec 149 (1) of the CompaniesAct 2013 and as per the requirements of Clause 49 of the Listing Agreement.
3. The Board and committees have not been properly balanced with executivenon-executive and independent directors.
4. The Company has not appointed Key Managerial Personnel as prescribed under section203 (1) of the Companies Act 2013.
5. The Annual return has not been signed by CFO and Company Secretary as required undersection 134 of the Companies Act 2013 and as per the requirements of Clause 49 of theListing Agreement.
6. The company has not posted Code of Conduct and vigil mechanism in website and thewebsite is not active.
The Company has been facing very challenging market conditions and thus has been makingloss. Due to this the management's focus during the previous year was completelyconcentrated on reviving the business prospects of the Company. Hence the management wasunable to give due regard to appointment of independent directors as required under theprovisions. However Mr. Tarun Chordia has been recommended for appointment as Independent Director at the ensuing Annual General Meeting.
For the same reasons as explained above the Company was unable to appoint a WomanDirector during the year as mandated by the Companies Act 2013 and amended clause 49 oflisting agreement. However it has on July 222015 appointed Mrs. Kanchan Samdaria asadditional director in compliance with the requirement for appointing a Woman Directorand is proposing her regularization at the ensuing AGM.
Further due to the same issues the Company was also unable to appoint Key ManagerialPersonnel as stipulated under the Companies Act 2013. However Mr Lalit Kumar Samdaria hasbeen designated as CFO as per the listing agreement. The same will be regularized underthe Companies Act 2013. The Company is taking the necessary steps to identify a suitableCompany Secretary.
The company has also initiated the requisite action to revive its website and shallcomply with the requirements with regard to posting of various policies and documentsforthwith as soon as the website is active.
The Auditors Bharath Kumar N. Jain Chartered Accountants Chennai retire at theconclusion of the ensuing AnnualGeneral Meeting and being eligible offer themselves forre-appointment.
They are however eligible for reappointment. They have furnished a Certificate to theeffect that their appointment will be in accordance with limits specified in Section 139read with Section 141 of the Companies Act 2013.
You are requested to consider their appointment.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remunerationof Managerial Personnel) Rules 2014 the company hasappointed Mr A Rengarajan Company Secretary in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith as"AnnexureB"
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure C".
BUSINESS RISK MANAGEMENT:
As the constitution of Risk management committee is optional the company has notconstituted risk management committee.
At present the company has not identified any element of risk which may threaten theexistence of the company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company in advance.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliancewith the requirements ofCorporate Governance as stipulated in Clause 49 of the Listing Agreement.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.