The Board of Directors have the pleasure in presenting the Companies 37th Annual Reporttogether with the Audited Financial Statements for the financial year ended 31st March2019 thereon.
The financial result of the company for the financial year 2018-19 as compared with theprevious year are as follow:
Financial Results: -
| || ||(Amt in Rs) |
|Particulars ||31st March 2019 ||31st March 2018 |
|Income ||690942 ||4371212 |
|Less: Expenses ||9079109 ||4310107 |
|Profit before Taxation ||(59822615) ||61105 |
|Less: Taxation ||249828 ||35008 |
|Profit after Taxation ||(60072443) ||26097 |
The Total Income for the financial year under review is Rs 690942/- against Rs4371212/- in previous year. The Net Loss after taxation marked by the company during theyear under review was Rs 60072443/- as compared to profit of Rs 26097/- during theprevious year.
The Company has been continuously focusing on its existing line of business to improveits profitability in near future.
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 2018-19.
Change in the nature of business: -
There is no change in the nature of business of the Company during the year underreview.
Public Deposits: -
The Company has neither accepted or renewed any amount falling within the purview ofprovisions of section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits is not applicable.
Compliance with the Indian Accounting Standards: -
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2019 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with Rule 7of the Companies (Accounts) Rules 2014.
Directors and Key Management Personnel (KMP):-
As on March 31 2019 the Board of Directors of your Company comprised of Four (4)Directors one of whom is the Whole Time Director and one is Non-Executive Director. Theremaining two (2) directors are Non-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.
Mr. Sanjoy Kumar Singh has been appointed as an Additional Director w.e.f. 13/12/2018and being act as Independent Directors. Further your Board has proposed to appoint Mr.Sanjoy Kumar Singh as Non-executive Independent Director for consecutive 5 (Five) yearsfor the period from 13/12/2018 to 12/12/2023 and in terms Listing Regulation 36 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and 149 of theCompanies Act 2013. The resolutions seeking approval of members on item No. 3 of noticefor convening the Annual General Meeting along with the requisite disclosures/explanatorystatement are included.
During the year Mr. Jyotiraaditya Singha Non-executive and Independent Director hastendered his resignation letter dated 03/12/2018 to the board due to his personalreasons. The Board considered and approved his resignation from the post of Non-executiveIndependent Directorship with effect from 13/12/2018.
Mr. Abhishek Kumar Jain Non-Executive Director is liable to retire by rotation at theensuing 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 hasoffered himself for reappointment. The Board of Directors on the recommendation of theNomination and Remuneration Committee and based on report of performance evaluation hasrecommended 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 37th AGM of the Company inaccordance with the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.
Policy on Directors Key Managerial Personnel - Appointment & Remunerationincluding Nomination & Remuneration Committee:-
The Board has framed a policy on Director s Appointment and Remuneration & dulyconstituted Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and read with Section178 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.
Remuneration policy for the Directors Key Managerial Personnel and other Employees hasbeen disclosed on the Company website i.e. www.shreetulsionline.com.
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 they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and the relevant Rules made thereon and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.
Committee of the Board:-
The Board of Directors has following Committee
1) Audit Committee
2) Nomination & Remuneration Committee
3) Stakeholder Relationship Committee
4) Risk Management Committee
The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.
Directors Responsibility Statement:-
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable Indian 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 2019 and of the profit and loss 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 (constituted) a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematically addressthrough mitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board Report.
Number of Meeting of the Board:-
During the year under review (5) Meetings of the Board of Directors of the Company wereheld.
Disclosure regarding Company s policies under Companies Act 2013 and SEBI (ListingObligations 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 Policy forthe Directors Key Managerial Personnel and other Employees ii) Determining materialsubsidiary iii) Performance evolution of the Board Committee and Directors iv) RelatedParty transactions Policy v) Whistle Blower/vigil Mechanism vi) Archival Policy fordisclosure vii) Code of Conduct for Board of Directors & Senior Management viii)Policy of Preservation of Documents ix) Policy on Criteria for Determining Materiality ofEvents ix) Code of Conduct for Independent Director/ Information are displayed on thewebsite 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 2019 made under the provisionsof Section 92 (3) of the Companies Act 2013 read with Rule 12(1) of the Companies(Management and administration) Rules 2014 in Form No. MGT-9 as Annexure-I and the sameis also available on the website of the Company www.shreetulsionline.com.
Pursuant to the provisions of the Companies Act 2013 read with Rules issued thereunder and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the Board of Directors has carried out an annual performance evaluationof its own performance the directors individually as well as the evaluation of itsvarious committee. The separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board excluding the Directorsbeing evaluated. The Performance evaluation of the Chairman and Non-Independent Directorswas carried out by the Independent Directors at their separate Meeting. The Board ofDirectors 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 Section 186 of the Companies Act 2013in respect of investments made and outstanding at the year-end details of which are givenin the Financial Statements.
There were no loans or guarantees made 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 adequacy:-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has developed well-defined internal controlmechanisms and comprehensive internal audit programme with the activities of the entireorganization under its ambit.
Further based on the report of Internal Audit function corrective action areundertaken in the respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
The Internal Audit of the Company is conducted by an Independent Chartered AccountantFirm. During the year under review no material or serious observation has been receivedfrom the 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 for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations
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) Rules 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 or Trifuture:-
There are no significant and material orders issued against the Company by anyregulating authority or court or tribunal affecting the going concern status and Company soperation in future. Hence disclosure pursuant to Rule 8 (5) (vii) of Companies(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 aspirations.
Auditors & Auditors Observations:-
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:-
As per the requirements of Section 139(2) of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 the Board of Directors in the meeting held on 14thAugust 2019 on the recommendation of the Audit Committee re-appointed as the StatutoryAuditors of the Company for a period of four year to hold the office from the conclusionof this 37th Annual General Meeting (AGM) until the conclusion of 41st Annual GeneralMeeting (AGM) subject to approval of the members the remuneration of M/s. KSA & Co.(Firm Registration No.: 003822C) the Auditors of the Company till the conclusion of 41stAGM is fixed at Rs.65000 (Rupees sixty five thousand only) per year plus reimbursement ofout of pocket expenses and applicable taxes and other certification.
Explanations or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Statutory Auditors in their Report:-
The Report given by KSA & Co. Chartered Accountant (Registration No.: 003822C)Statutory Auditors of the Company on the Financial Statements for the year ended 31stMarch 2019 read with explanatory notes thereon do not call for any explanation orcomments from the Board under Section 134(3) of the Companies Act 2013. The remarks ifany made by the Auditors in their Report are properly explained in the Note no 24 of theFinancial Statement.
2. Secretarial Auditors and their Report:-
M/s. Vineet Pal & Associates Practicing Company Secretary was appointed to conductSecretarial Audit of the Company for the financial year 2018-19 as required under Section204 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-II tothis 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 Members of Board has appointed M/s. Jain N K & Co. (FRN: 148125W) CharteredAccountant as Internal Auditors of the Company for Financial Year 2018-19 at theirmeeting on 11th February 2019 under provisions of Section 138 of the Companies Act 2013read with Rule 13 of the Companies (Accounts) Rules 2014 as recommended by AuditCommittee.
The suggestions made by the Internal Auditor in their Report were properly addressedand implemented.
Listing of Securities:-
The Equity Shares of the Company are listed on The Calcutta Stock Exchange Limitedwith Metropolitan Stock Exchange Limited (MSEI) and are also traded under permittedcategory at BSE Limited. Listing fees has been paid in pursuance to Regulation 14 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
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 Shares
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 AnnualReport and Outcome of board meeting are made available on the Compan 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 2018 -19 forms part of the CorporateGovernance Report.
Vigil Mechanism/ 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 with 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. These have been outlined in the CorporateGovernance Report 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 2018-19.
|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 |
| ||Abhishek Kumar Jain ||Vinod Kumar Bothra |
|Place: Kolkata ||( Director) ||(Whole TimeDirector) |
|Date: 14th day of August 2019 ||(DIN: 00054582) ||(DIN: 00780848) |