TO THE SHAREHOLDERS
Your Directors are pleased to present the 30th (Thirtieth) Annual Reporttogether with the Audited Statement of Accounts and the Auditors Report of your Companyfor the year ended 31st March 2016.
The Financial highlights for the year under review are given below:
|Financial Results: || || |
| || ||(Amt in Rs.) |
|Particulars ||31st March 2016 ||31st March 2015 |
|Income ||9723643 ||11218592 |
|Less: Expenses ||5567616 ||7205306 |
|Profit before Depreciation & Taxation ||4156027 ||4013286 |
|Less: Depreciation ||806354 ||2356106 |
|Profit before Taxation ||3349673 ||1657180 |
|Less: Taxation ||2711584 ||403391 |
|Profit after Tax ||638089 ||1253789 |
|Balance carried to Balance Sheet ||49189853 ||48551764 |
Total Revenue of your Company is Rs.9723643/- in Financial Year 2015 16 compared toRs.11218592/-during Financial Year 2014 15. The Net Profit generated by the Companyduring the year under review is Rs.638089/- as compared to the previous year Rs.1253789/-
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 growing requirement of fund for the future business activities your Directorshave decided not to recommend dividend for the year under review. 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 not accepted any deposits from public as envisaged under Sections 73 to76 of Companies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014 and noamount on account of principal or interest on deposits from public was outstanding as onthe date of the Balance Sheet. Hence the requirement for furnishing of details ofdeposits which are not in compliance with the Chapter V of the Companies Act 2013 is notapplicable.
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:
As on March 31 2016 the Board of Directors of your Company comprised of six (6)Directors one of whom is the Whole-time Director. The remaining five directors arenon-executive and independent directors. The composition of the Board is in consonancewith Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time and in accordance with the applicable provisions ofCompanies Act 2013.
In accordance with the Companies Act 2013 Mr. Rajender Singh retires by rotation andbeing eligible offers himself for reappointment.
Mr. Baldev Singh Whole-Time Director whose term ends on 30th June 2016 andyour Directors recommend Mr. Baldev Singh re-appointment for a further period of 3 (three)years upto 30th June 2019.
During the year the Non-executive Independent Directors of the Company had nopecuniary relationship or transaction with company other than the sitting fees for thepurpose of attending meetings of the company.
The Notice convening the Annual General Meeting includes the proposals for appointment/ re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed/ re-appointed have been provided as an Annexure to the Notice convening the AnnualGeneral Meeting.
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. Baldev Singh (Whole Time Director) has received the remuneration of Rs. 264000/-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 the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Directors responsibility statement it is hereby confirmed 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:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
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 Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and read with Section 178 of the Companies Act 2013.
The details of the Composition of the Nomination and Remuneration Committee are givenin the Corporate Governance Report. The Board has framed a policy for selection andappointment of Directors Senior Management and their Remuneration. The policy providesfor determining qualifications positive attributes and independence of a Director.
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 Board Meetings conducted during the year under review:
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 read with Rule 12 of the Companies (Managementand administration) Rules 2014 in Form MGT-9 is annexed herwith as "AnnexureA".
Pursuant to the provisions of the Companies Act 2013 and Listing Regulation of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 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 & Ethicswithout fear of reprisal. The Employees and Directors may report to the Compliance Officerand have 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 enclosing ofFORM 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:
Your Company remains committed to maintain high standards of internal control designedto provide adequate assurance on the efficiency of operations and security of its assets.The adequacy and effectiveness of the internal control across various activities as wellas compliance with laid down systems and policies are comprehensively and frequentlymonitored by your Companys Management at all levels of the organization. The AuditCommittee which meets at least four times a year actively reviews internal controlsystems as well as financial disclosure. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
Auditors & Auditors Observations:
The matter 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 S. R. Ghedia & Associates Chartered Accountant (FirmRegistration No. 118560W) were appointed as statutory auditors of the Company from theconclusion of the 28th Annual General Meeting (AGM) of the Company held on 25th August2014 till the conclusion of the 32ndAnnual General Meeting to be held in theyear 2018 subject to ratification of their appointment at every Annual General Meeting.
Members are requested to consider the re-appointment.
The Board recommends the re-appointment of M/s. S. R. Ghedia & AssociatesChartered Accountants Mumbai (FRN:: 118560W) as the Statutory Auditors of the Companyfor the Financial 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:
M/s. Vineet Pal & Associates Practicing Company Secretary was appointed to conductSecretarial Audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 and the rules thereunder. The Secretarial Audit report forthe financial year 2015-16 forms part of the annual report as "Annexure Bto the Boards Report.
The Company is in the process of appointing a Chief Financial Officer.
3. Internal Auditor:
The Board has appointed M/s. Mohindra Arora & Co. Chartered Accountant 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.
A separate report on Corporate Governance in terms of Regulation 34(3) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 along with certificate from Companys Statutory Auditors regarding compliancewith the conditions of Corporate Governance is given in a separate section and forms partof 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 of the Company to which this financialstatement relate and on the date of this report.
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.
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.
Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys 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.
Listing of Shares:
Equity shares of the Company are listed with The Calcutta Stock Exchange Limited andBSE Limited. Listing fees has already been paid in pursuance to Regulation 14 of theListing Regulation.
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 with differential rights as to dividend votingor otherwise or convertible debentures.
Buy Back of Securities:
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year under review.
Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
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.
Employees are the key resource for the Company. The Company has been able to create andcontinuously improve a favorable work environment that encourages novelty and meritocracyat all levels. The Company has been built on the foundations of people being the keydrivers to growth of the organization. People are at the core of its Vision whichespouses mutual positive regard career building and providing opportunities for learningthinking innovation and growth. The Company offers an environment where all-rounddevelopment is as much of a goal as realization of career ambitions. The Company conductedvarious programs to focus on improving people productivity through training anddevelopment of its people.
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 |
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.tspiritualworld.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.
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 T. Spiritual World Limited |
|Place : Kolkata || |
|Date : 22/08/2016 || |
| ||Baldev Singh |
| ||(Whole Time Director) |
| ||(DIN: 00004136) |