DIRECTORS REPORT TO THE MEMBERS
Your Directors have pleasure in presenting their 28th Annual Report together with the
Audited Accounts of the Company for the Year ended March 31,2022.
FINANCIAL RESULTS (Rs.in lakhs)
| Particulars |
Year ended 31st March 2022 |
Year ended 31st March 2021 |
| Income |
Nil |
Nil |
| Expenditure |
5.14 |
5.67 |
| Net Profit before Depreciation and tax |
(5.14) |
(5.67) |
| Depreciation |
- |
- |
| Taxes |
1.17 |
1.29 |
| Net Profit / loss |
(3.96) |
(4.37) |
STATE OF COMPANY AFFAIRS:
Your Company engaged in the business of polishing diamonds and exporting it to various
countries year under review there were NIL operations. Your Directors are looking
different avenues to efficiently run the operations of the Company.
DIVIDEND:
Due to non availability of profits, your Directors do not recommend any dividend for
the financial year 31st March 2022
SHARE CAPITAL:
During the Financial Year there is no change in the Share Capital of the Company FINANCE:
Cash and cash equivalents as at March 31, 2022 was Rs.85,655 /- The company continues
to focus on judicious management of its working capital, Receivables, inventories and
other working capital parameters were kept under strict check through continuous
monitoring.
AMOUNT TRANSFERRED TO RESERVES : NIL
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any dues to be transferred to investor education and
protection fund. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended 31st March, 2022.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
FIXED DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and theCompanies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act,2013.Investments made by the company is nil as on
31.03.2022.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. Thescope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivityand independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in theCompany, its compliance with operating systems, accounting
procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and there by strengthen the controls. Significant audit
observations and recommendations along with corrective actions there on are presented to
the Audit Committee of the Board.
CSR Committee
As the company does not fall within the ambit of sec 135, it is not mandatory for the
company to constitute CSR committee and expend towards CSR policy.
Loan from Director
During the financial year under review your Company has availed Rs. 3,01,590/- by way
of unsecured loan from directors of the Company.
CONSERVATION OF ENERGY:
a) Company ensures that the manufacturing operations are conducted in the manner
whereby 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 energy
are not quantitative, itsimpact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish
this information in FormA annexed to the aforesaid Rules, the question of furnishing the
same does not arise.
TECHNOLOGY ABSORPTION:
Companys products are manufactured by using in-house know how and no outside
technology is being used for manufacturing activities. Therefore no technology absorption
is required. The Company constantly strives formaintenance and improvement in quality of
its products and entire Research & Development activities are directed toachieve the
aforesaid goal.
FOREIGN EXCHANGE EARNINGS AND OUT- GO :
During the year review there were NIL foreign exchange earnings for current and
previous year
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
DIRECTORS:
The following are the directors of the company as on the date of the directors report.
| DIN/DPIN/ PAN |
Full Name |
Present Residential Addess |
Designation |
Date of Appointment |
| 00018137 |
LALIT KUMAR SAMDARIA |
58, LUZ CHURCH ROAD, MYLAPORE, CHENNAI-600 004. Tamil nadu |
Director |
06/01/1995 |
| 005107262 |
TARUN CHORDIA |
1/16, VIVEKANANDHA STREET, T.NAGAR, CHENNAI-600017. Tamil nadu |
Director |
07/10/2011 |
| 07240203 |
KANCHAN SAMDARIA |
TVH LUMBINI SQUARE, 127A BRICKKILN ROAD, FLAT NO. 4022, PURASAWAKKAM, CHENNAI-600 007.
Tamil nadu |
Director |
22/07/2015 |
The Board now recommends for re-appointment of Mr. Lalit Samdaria (DIN 00018137) for
directorship liable to retire by rotation. Independent director have given declarations
that they meet the criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and Regulation 25 of SEBI (Lisiting Obligations and Disclosure
Requirements) Regulations 2015
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Regulations of the SEBI
(Lisiting Obligations and Disclosure Requirements) Regulations 2015 the Board has carried
out an evaluation of its own performance the directors individually 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 the
Corporate Governance Report.
Appointment & Remuneration Committees.
The manner in which the evaluation has been carried out has been explained in the
Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Appointment & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Meetings
During the financial year, Board met 6 times i.e. on 18.06.2021, 11.08.2021,
11.11.2021,09.12.2021, 31.12.2021 and 12.02.2022
During the financial year, Audit Committee met 4 times i.e. on 18.06.2021, 11.08.2021,
11.11.2021, and 12.02.2022.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed.
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 at the end of the financial year and of
the profit or loss 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 this Act for safeguarding
the 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 the
company and that such internal financial controls are adequate and were operating
effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of
all 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 on
arms length basis and were inthe ordinary course of the business. There are no materially
significant related party transactions made by the companywith Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interestof
the company at large.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
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 Company believes in "Zero Tolerance"against bribery, corruption
and unethical dealings / behaviours of any form and the Board has laid down the directives
to counter such acts. The code laid down by the Board is known as "code of business
conduct" which forms an Appendix to the Code. The Code has been posted on the
Companys website www.turnerindustriesltd.co.in
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud andmismanagement, if any.In staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the mostrespected
companies in India, the Company is committed to the high standards of Corporate Governance
andstakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing with
concerns and also that nodiscrimination will be meted out to any person for a genuinely
raised concern.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to theAudit Committee and the Board.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading insecurities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing inthe Companys shares and prohibits the
purchase or sale of Company shares by the Directors and the designatedemployees while in
possession of unpublished price sensitive information in relation to the Company and
during theperiod when the Trading Window is closed. The Board is responsible for
implementation of the Code.All Board Directors and the designated employees have confirmed
compliance with the Code.
AUDITORS:
Mr. NIKHIL N. KUMAR , Chartered Accountants, Chennai has been appointed as the
statutory auditors of the Company till the conclusion of the Financial year 2023. His
ratification is placed before the members.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remunerationof Managerial Personnel) Rules, 2014 the company has
appointed Mr.H.P.Nitesh, Company Secretary in practice to undertake the Secretarial Audit
of the Company. The Secretarial Audit report is annexed herewith as"Annexure B"
AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence ,do not call for any further comments under Section 134 of
the Companies Act, 2013 .As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report from Mr. H.P.Nitesh, Practicing Company
Secretary.
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report from The Pratising company secretary. The following observations
have been made in the report:
a. The Company did not comply with Rule 13 of the Companies (Accounts) Rules, 2014 for
the appointment of Internal Auditor.
b. As per Section 177 of Companies Act, 2013 and rules made thereunder the company did
not complied with the minimum requirement of independent directors to constitute the Audit
Committee.
Management Response:
The management concentrated on reviving the business prospects of the company. Hence,
the company was unable to appoint an internal auditor. Also, as there are no major /
material transactions taking place in 2021-22, the internal auditor has not been appointed
by the Company. However, the company is taking necessary steps to identify an internal
auditor.
As per the provisions of Sec 149, 1/3rdof the total directors (i.e. 1 out of
the total of 4 directors) has been appointed as independent director. Since there is only
one independent director, that independent director has been nominated as the member of
the Audit committee.
Reports are posted in website as and when filed and generated.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as " Annexure C".
BUSINESS RISK MANAGEMENT:
As the constitution of Risk management committee is optional, the company has not
constituted risk management committee.
At present the company has not identified any element of risk which may threaten the
existence of the company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies
(Appointment and Remunerationof Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In termsof Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto,
excludingthe information on employees particulars which is available for inspection by
the members at the Registered officeof the company during business hours on working days
of the company up to the date of ensuing Annual GeneralMeeting. If any member is
interested in inspecting 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 an
integral part of this Report,are set out as separate Annexures, together with the
Certificate from the auditors of the Company regarding compliancewith the requirements of
Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the relevant provisions of applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the
Central Government.
ACKNOWLEDGEMENTS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, StateGovernment, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous cooperationand assistance.
|
For and on behalf of theBoard of Directors |
| Date : 07.09.2022 |
For Turner Industries Limited |
| Place : Chennai |
|
LALIT SAMDARIA |
|
|
Sd/- |
|
Din : 00018137 |
Director, CFO |
+91-9892691696
