We have pleasure in presenting our 35th Annual Report together withthe Audited Statement of Accounts for the year ended 31st March 2017 alongwith the Auditors Report thereon.
The Financial Result of the Company for Financial Year 2016-17 as compared with theprevious year are as follow:
(Am in Rs.)
|Particulars ||31st March 2017 ||31st March 2016 |
|Income ||11489111 ||9928553 |
|Less: Expenses ||6440012 ||6574928 |
|Profit Before Taxation ||5049099 ||3353625 |
|Less: Taxation ||4861548 ||3295277 |
|Profit after Taxation ||187551 ||58348 |
The Total Income for the financial year under review is Rs 11489111/- against Rs.9928553/- in previous year. The Net Profit after taxation generated by the companyduring the year under review was Rs. 187551/- as compared to Rs. 58348/- during theprevious year.
The Company has been continuously focusing on its existing line of business to improveits profitability in near future. Dividend:-
Your Company intends to conserve available resources to invest in the growth of thebusiness and pursue strategic growth opportunities. Accordingly your Directors do notrecommend any dividend for the year.
Transfer to Reserve:-
There has been no transfer to Reserves during the Financial Year 2016-17.
Change in the nature of business:-
There is no change in the nature of business of the Company during the year underreview.
The Company has neither accepted nor renewed any Deposit amount falling within theprovisions of section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposit) Rules 2014 during the year under review. Hence the requirement forfurnishing of details of deposits is not applicable.
Compliance with the Accounting Standards:-
The Company prepares its accounts and other financial statements in accordance with therelevant accounting principles and also complies with the accounting standards issued bythe Institute of Chartered Accountants of India.
Directors and Key Management Personnel fKMP)
As on March 31 2017 the Board of Directors of your Company comprised of Five (5)Directors one of whom is the Whole Time Director. The remaining four (4) directors areNon-Executive and independent directors.
The composition of the Board is in consonance with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timeand in accordance with the applicable provisions of Companies Act 2013.
The Board has decided to re-appoint Mr. Jyotiraaditya Singha as an Independent Directorof the Company for the second term for a period of five years upto 27th May 2022.
The Board recommends passing of the Resolution at Item No. 4 of the Notice as a SpecialResolution.
Mr. Abhishek Kumar Jain Non-Executive Directors is liable to retire by rotation atthe ensuing AGM pursuant to Section 152 and other applicable provisions if any of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) the Articles of Association of the Company and being eligible haveoffered himself for re-appointment.
The Director recommends his re-appointment as Non-Executive Director of the Company.
Appropriate resolutions for appointment /re-appointment are being placed for theapproval of the shareholders of the Company at the ensuing AGM. The brief resume ofdirectors appointed/re- appointed and other related information has been detailed in theNotice read along with the explanatory statement convening the 35th AGM of theCompany in accordance with the provisions of the Companies Act 2013 read with the Rulesissued thereunder and the Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
Policy on Directors. Kev Managerial Personnels -Appointment &Remuneration including Nomination & Remuneration Committee:-
The Board has framed a policy on Directors Appointment and Remuneration &duly constituted Nomination and Remuneration Committee pursuant to the Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and read withSection 178 of the Companies Act 2013.
The policy provides for selection and appointment of Directors Senior Managementincluding KMP and their Remuneration together with criteria for determiningqualifications positive attributes and independence of a Director.
More details about above has been outlined in the Corporate Governance Report whichforms a part of this report.
Disclosure under Section 197(12) of the Companies Act 2013:-
The Company has not employed any employees whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Declaration of Independent Directors:-
The Company has received necessary declaration from each of Independent Directors underSection 149(7) of the Companies Act 2013 that he and she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and the relevant Rulesmade there on and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015.
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The details of the Composition of the Audit Committee are given inthe Corporate Governance Report. The Company Secretary of the Company acts as Secretary ofthe Committee. During the year there are no instances where the Board had not acceptedthe recommendations of the Audits.
Directors Responsibility Statement:-
Pursuant to Section 134(5) of the Companies Act 2013 the board of Directors to thebest of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts for the year ended 31st March2017 the applicable accounting standards have been followed and there are no materialdepartures if any;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 31stMarch 2017 and of the profits of the company for the year ended on that date;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively;
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Statement concerning development and implementation of Risk Management Policy of theCompany:-
The Board of Directors of the Company has framed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. TheCommittee has additional oversight in the area of financial risks and controls. Majorrisks identified by the business and functions are systematically address throughmitigation action on a continuing basis. The details of Committee and its terms ofreference are set out in the Corporate Governance Report forming part of the Board Report.
Number of Meeting of the Board:-
During the year under review 7 (Seven) Meetings of the Board of Directors of theCompany were held.
Disclosure regarding Companys policies under Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015:-
The Company has framed various policies as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 & Companies Act 2013; viz i) Remuneration regardingDirectors including KMPs ii) Determining material subsidiary iii) Performance evolution ofthe Board Committee and Directors iv) Materiality of Related Party transactions v)Whistle Blower/vigil Mechanism vi) Archival Policy for disclosure vii) Code of Conduct forDirectors are displayed on the website of the Company www.shreetulsionline.com.
Extract of Annual Return:-
Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92 (3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and administration) Rules 2014 in Form No. MGT - 9 is furnished in Annexure-Iand is attached to this Report.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of its various committee.
The separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Directors being evaluated.
The performance evaluation of the Chairman and Non-Independent Directors was carriedout by the Independent Directors at their separate Meeting.
The Board of Directors expressed its satisfaction with the evaluation process.
Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013:-
The Company has complied with the provisions of Section186 of the Companies Act 2013in respect of investments made and advances given and outstanding at the year- enddetails of which are given in the Financial Statements. There were no loans or guaranteesmade by the Company during the year under review.
Particulars of Contracts or Arrangements made with Related Parties:-
There were no contracts or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review and hence enclosure ofFORM AOC-2 with the Board Report is not required. The Company has developed a RelatedParty Transactions Policy for the purpose of identification and monitoring of such type oftransactions.
Subsidiaries. Joint Ventures and Associate Companies:-
The Company does not have any Subsidiary Joint venture or Associate Company.
Internal Financial Control and their adequacv:-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations and has developed well-defined internal control mechanismsand comprehensive internal audit programme with the activities of the entire organizationunder its ambit
Based on the report of Internal Audit function corrective action are undertaken in therespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.
The Company conforms to the norms of Corporate Governance as envisaged in the ListingRegulations with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailedCompliance Note on Corporate Governance together with the Auditors Certificate onCorporate Governance is annexed to this report.
Management Discussion and Analysis Report:-
The Management Discussion and Analysis Report as required under the ListingRegulations are given in a separate section and forms part of the Annual Report.
Material Changes and Commitments if any affecting the financial position of theCompany occurred between the ends of the financial year to which this financial statementrelates and the date of the report:-
There are no material changes and commitments affecting the financial position of theCompany occurred between ends of the financial year to which this financial statementrelates on the date of this report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:-
The provisions of Section 134(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) 2014 do not apply to our Company.
|Conservation of Energy : ||NIL |
|Technology Absorption ||NIL |
|Foreign exchange earnings and out go : ||NIL |
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 issued against the Company by anyregulating authority or court or tribunal affecting the going concern status andCompanys operation in future. Hence disclosure pursuant to Rule 8 (5) (vii) ofCompanies (Accounts) Rules 2014 is not required.
Human Resources Development envisages the growth of the individual in tandem with theorganization. It also aims at the Up- liftment of the individual by ensuring an enablingenvironment to develop capabilities and to optimize performance.
Your Directors want to place on record their appreciation for the contribution made byemployees at all levels who through their steadfastness solidarity and with theirco-operation and support have made it possible for the Company to achieve its currentstatus.
The Company on its part would endeavour to tap individual talents and through variousinitiatives ingrain in our human resources a sense of job satisfaction that would withtime percolates down the line. It is also the endeavour of the Company to create in itsemployees a sense of belonging and an environment that promotes openness creativity andinnovation.
All the manpower initiatives including training meetings and brainstorming sessionsare implemented with the aim of maximizing productivity and aligning organisational needsemployees aspirations.
Auditors & Auditors Observations:-
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:-
M/s. Mohindra Arora & Co Chartered Accountants (FRN 00655IN) Mumbai have beenappointed as the Statutory Auditors of the Company and their tenure as the StatutoryAuditors of the Company will expire with the conclusion of the 36th AGM inaccordance with Section 139 and other applicable provisions if any of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force).
The Board of Directors of the Company has recommended the appointment of M/s. MohindraArora & Co Chartered Accountants (FRN 00655IN) Mumbai as the Statutory Auditors ofthe Company pursuant to Section 139 of the Companies Act 2013 from 35th AGMwhich will be held on 20th September 2017 till the conclusion of the 36thAGM subject to ratification of their appointment by the shareholders of the Company atevery AGM held thereafter. The Board of Directors be and is hereby authorized to fix suchremuneration as may be determined by the Audit Committee in consultation with theAuditors.
Accordingly Ordinary Resolution is submitted to the meeting for the consideration andapproval of members for appointment of M/s. Mohindra Arora & Co Chartered Accountants(FRN 00655IN) Mumbai as Statutory Auditor of the Company from the conclusion of thisAnnual General Meeting until the conclusion of 36th Annual General Meeting ofthe Company.
Explanations or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Statutory Auditors in their Report:-
The Report given by the Statutory Auditors for the Financial Statements for the yearended 31st March 2017 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
2. Secretarial Auditor and their Report:-
M/s. Veenit Pal & Associates as Practicing Company Secretary was appointed toconduct Secretarial Audit of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
The report of the Secretarial Auditor in Form MR-3 is enclosed as "Annexure-H"to this Report.
The report confirms that the Company had complied with the statutory provisions listedunder Form MR-3 and the Company also has proper board processes and compliance mechanism.The Report does not contain any qualification reservation adverse remark or disclaimerwhich requires any further comments or explanations in this report
3. Internal Auditor :-
The Board has appointed M/s. S.R. Ghedia & Associates Chartered Accountant asInternal Auditors of the Company for Financial Year 2016-2017 under provisions of Section138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014as recommended by Audit Committee.
The Suggestions made by the Internal Auditor in their Report were properly implemented.
Listing of Securities:-
The Equity Shares of the Company are listed on The Calcutta Stock Exchange Limited andare also traded under permitted category at BSE Limited. Listing fees has been paid inpursuance to Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During this year Company has made application for Direct Listing withMSEI (Metropolitan Stock Exchange Limited).
The authorized Share capital and the paid-up Equity Share Capital have remainedunchanged during the year under review. The Company has neither issued shares&securities or any other instruments nor any corporate benefits during the year underreview.
1. Buy Back of share
The Company has not bought back any of its securities during the year under review.
2. Sweat Equity Shares
The Company has not issued any Sweat Equity Shares during the year under review.
3. Bonus Issue
No Bonus Shares were issued during the year under review.
4. Employee Stock Option Scheme
The Company has not provided any Stock Option Scheme to the employees.
Details of Policy Developed and Implemented by the Company on its Corporate SocialResponsibility Initiatives:-
Since the Company does not qualify any of the criteria as laid down in section 135(1)of the Companies Act 2013 with regard to Corporate Social Responsibility provisions ofsection 135 are not applicable to the Company.
Additional Information to Shareholders:-
All important and pertinent investor information such as financial results investorpresentations press releases are made available on the Companys website .i.e. www.shreetulsionline.com on a regular basis.
Code of Conduct:-
As prescribed under Listing Regulation a declaration signed by the Whole Time Directoraffirming compliance with the Code of Conduct by the Directors and Senior ManagementPersonnel of the Company for the financial year 2016-17 forms part of the GovernanceReport.
Vigil Mechnism/ Whistle Blower Policy:-
Your company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance as per the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.
Reporting of Frauds:-
During the year under review the Statutory Auditors and Secretarial Auditors have notreported to the Audit Committee and / or Board any instances of fraud committed in theCompany by its officers or employees under Section 143(12) of the Companies Act 2013.
Disclosure under The Sexual Harassment of Woman at Workplace (Prevention. Prohibitionand Redressal) Act 2013:-
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2016-17.
|No of complaints received ||: Nil |
|No of complaints disposed off ||: Nil |
The Directors wish to place on record their appreciation for the contributions made bythe employees at all levels whose continued commitment and dedication helped the Companyachieve better results. The Directors also wish to thank customers bankers Central andState Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in us andyour Co-operation & never failing support.
| ||By Order of the Board |
| ||For Shree Tulsi Online.Com Limited |
| ||Vinod Kumar Bothra ||Abhishek Kumar Jain |
|Place : Kolkata ||(Whole Time Director) ||(Director) |
|Date :08/08/2017 ||(DIN: 00780848) ||(DIN:00054582) |