TO THE SHAREHOLDERS
Your Directors are pleased to present the 34th (Thirty-Forth) Annual Reporttogether with the Audited Statement of Accounts and the Auditors Report of your Companyfor the year ended 31st March 2016.
The financial results of the Company for the financial year 2015-16 as compared withthe previous year are as follows-
(Amount in Rs.)
|Particulars ||31st March 2016 ||31st March 2015 |
|Income ||9928553 ||11055929 |
|Less: Expenses ||5867273 ||7344202 |
|Profit before Depreciation & Taxation ||4061280 ||3711727 |
|Less: Depreciation ||707655 ||1997106 |
|Profit before Taxation ||3353625 ||1714621 |
|Less: Taxation ||3295277 ||1637532 |
|Profit after Taxation ||58348 ||77089 |
|Balance carried to Balance Sheet ||57169429 ||57111081 |
The Total Income for the financial year under review is Rs.9928553/- againstRs.11059929/-in previous year. The Profit before taxation generated by the Companyduring the year under review is Rs.3353625/- as compared to Rs.1714621 during theprevious year.
The Company has been continuously focussing on its existing line of business to improveits profitability in near future.
Dividend and Transfer to Reserve:
Due to requirement of funds for the existing business activities your directors do notpropose to declare any dividend for the financial year 2015-2016. Hence there has been notransfer to Reserves during the financial year 2015-2016.
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 deposits during the year under reviewand as such no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the Balance sheet.
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 Managerial Personnel:
Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. JyotiradityaSingha Mrs. Chanderkala Devi Lakhotia (Woman Director) and Mr. Netrabahadur Ranabhat wereappointed as Independent Directors of the Company.
During the year the Non-Executive Director of the Company had no pecuniaryrelationship or transaction with company other than the sitting fees for the purpose ofattending meetings of the company.
Mr. Abhishek kumar Jain is being act as Non Executive Director.
Pursuant to the Provision of Section 203 of the Company Act 2013 the Key ManagerialPersonnel of the Company are Mr. Vinod Kumar Bothra as a Whole -Time Director Mr. BireshKumar Thaker as a Chief Financial Officer and Mr. Sashi Sekhor Chowdhury as a CompanySecretary cum Compliance Officer. There has been no change in the Key Managerial Personnelof the Company during the year.
Policy on Directors' Appointment and Remuneration:
The Companys policy on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 has been disclosed in theCorporate Governance Report which forms the part of the Directors Report.
Remuneration of the Key Managerial Personnel:
Mr. Vinod Kumar Bothra (Whole Time Director) has received the remuneration of Rs.336000/- during financial year 2015-16.
Particulars of Employees Pursuant to Rule 5 (2) of Companies (Appointment &Remuneration Of Managerial Personnel! Rules 2014:
None of the employees of the Company was in receipt of remuneration exceeding thelimits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
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 March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures 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 2016 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 controls are adequate and are operating effectively;
VI. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that these are adequate and are operating effectively.
Declaration of Independent Directors:
All the Independent Directors have given declaration that each of them meets thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 and therelevant rules aligned with Listing Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 so as to qualify themselves to be appointed asIndependent Directors. There has been no change in the circumstances which may affecttheir status as Non-Executive Independent Director during the year.
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 Audit Committee.
Nomination and Remuneration Committee and Policy:
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under Section 178 of the Companies Act 2013 and theRegulation 19 of the SEBI (LODR) Regulation 2015.
The Companys policy appointment and remuneration and other matter provided inSection 178(3) of the Companies Act 2013 has been disclosed in the Corporate GovernanceReport which part of the directors report.
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors KMPs and Senior ManagementPersonnel and their remuneration.
Statement concerning development and Implementation of Risk Management Policy of theCompany:
The Board of the Company has formed a Risk Management Committee to frame implement andmonitor risk management plan for the Company. The Committee is responsible for reviewingthe risk management and ensuing its effectiveness. The Audit Committee has additionaloversight in the area of financial risks control. Major risk identified by the businessand function are systematically addressed through mitigating actions on a continuingbasis.
Number of Meeting of the Board:
During the year 6 (Six) Board Meetings were convened and held.
Extract of Annual Return:
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2016 made underthe provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "AnnexureA".
Pursuant to the provisions of the Companies Act 2013 and Listing Regulation of theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Board hascarried out an Annual Performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Directors being evaluated. Theperformance evaluation of the Chairman and Non-Independent Directors was carried out bythe Independent Directors at their separate Meeting.
Vigil Mechanism / Whistle Blower Policy:
In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct and Ethics withoutfear of reprisal. The Employees and Directors may report to the Compliance Officer andhave direct access to the Chairman of the Audit Committee.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013and Listing Regulation a Vigil Mechanism for directors and employees to report genuineconcerns has been established.
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 in earlier years and given long term loans and advances toother parties during the year under review outstanding at the year- end except that suchadvances are given interest free details of which are given in the Financial Statements.
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 enclosingof Form AOC-2 is not required.
The Company has developed a Related Party Transactions Policy for the purpose ofidentification and monitoring of such type of transactions.
Subsidiaries Joint Ventures and Associate Companies:
The Company does not have any Subsidiary Joint Venture or Associate Company.
Internal Control Systems & their Adequacy:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
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.
A separate report on Corporate Governance in terms of Regulation 34(3) read with clauseC of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 along with certificate from M/s. Mohindra Arora & Co. Statutory Auditorsregarding compliance with the conditions of Corporate Governance is given in a separatesection and forms part of the Annual Report.
Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under the ListingRegulations is given in a separate section and forms part of the Annual Report
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 statement relateson the date of this report.
Conservation of energy technology absorption foreign exchange earnings and outgo:
The statement of particulars under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) 2014 regarding conservation of energytechnology absorption and Foreign Exchange Earnings and outgo are given below:
a) Your Company has not consumed energy of any significant level. Accordingly nomeasures were taken for energy conservation and no investment is required to be forreduction of energy consumption.
b) No comment is made on technology absorption considering the nature of activitiesundertaken by your Company during the year under review.
c) No Expenditure has been made for research and development during the year underreview.
d) There were no Foreign Exchange earnings or out go during the year under review.
Auditors & Auditors Observations:
The matters related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rulesframed thereunder M/s. Mohindra Arora & Co. Chartered Accountants (RegistrationNo.:00655IN) were appointed as statutory auditors of the Company from the conclusion ofthe 32nd Annual General Meeting (AGM) of the Company held on 25thAugust 2014 till the conclusion of the 36th Annual General Meeting to be heldin the year 2018 subject to ratification of their appointment at every Annual GeneralMeeting.
Members are requested to consider the re-appointment.
The Board recommends the re-appointment of M/s. Mohindra Arora & Co. CharteredAccountants (Registration No.: 00655IN) as the Statutory Auditors of the Company for theFinancial year 2016-2017.
Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Auditors in their Reports:
The Report given by the Statutory Auditors for the Financial Statements for the yearended 31st March 2016 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.There were no qualifications reservations or adverse remarks in the AuditorsReport.
2. Secretarial Auditor & his Report:
In terms of Section 204 of the Companies Act2013 read with Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedM/s. Vineet Pal & Associates Practicing Company Secretaries as the SecretarialAuditors of the Company for the financial year 2015-2016. The report of the SecretarialAuditors in Form MR-3 is enclosed as Annexure-B 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 or adverse remark ordisclaimer which requires any further comments or explanations in this report.
3. Internal Auditor:
The Board has appointed M/s S. R. Ghedia & Associates Chartered Accountants asInternal Auditors of the Company for Financial Year 2015-2016 under provisions of Section138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules 2014as recommended by Audit Committee.
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 upliftment of the individual by ensuring an enablingenvironment to develop capabilities and to optimize performance.
Listing of Shares:
The Equity Shares of your Company are listed with The Calcutta Stock Exchange Ltd. andare also traded under permitted category at BSE Limited. Listing fees has already beenpaid in pursuance to Regulation 14 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The authorized Share capital and the paid up Equity Share Capital have remainedunchanged during the year under review. The Company has not issued any shares withdifferential rights as to dividend voting or otherwise or convertible debentures.
> The Company has not bought back any of its securities during the year underreview.
> The Company has not issued any Sweat Equity Shares during the year under review.
> No Bonus Shares were issued during the year under review.
> 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 new launches and project updates are made available on theCompanys website 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 2015-16 forms part of the CorporateGovernance Report.
Disclosure under The Sexual Harassment of Women 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 2015-16.
|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 Companyto achieve better results. The Directors also wish to thank customers bankers Centraland State Governments for their continued support. Finally your directors would like toexpress their sincere & whole-hearted gratitude to all of you for your faith in usyour Co-operation & never failing support.
| ||By Order of the Board |
| ||For Shree Tulsi Online.Com Limited |
| ||Vinod Kumar Bothra |
|Place : Kolkata ||(Whole Time Director) |
|Date :22/08/2016 ||(DIN No. 00780848) |