The Board of Directors have the pleasure in presenting the Companies 34thAnnual Report together with the Audited Financial Statements for the financial year ended31st March 2020 along with the Auditor's Report thereon.
The World is facing challenges due to pandemic Covid-19 which has locked down entirehumanity and business operations. The operations of your company were suspended for sometime and "work from home" initiatives have been taken to ensure safety andhealth of the employees. The financial highlights of the Company for FY 2019-2020 aregiven below:
(Amount in Rs.)
|Particulars ||31st March 2020 ||31st March 2019 |
|Income ||1142196 ||1407305 |
|Less: Expenses ||5062230 ||6712216 |
|Profit before Exceptional Items & Taxation ||(3920034) ||(5304911) |
|Less: Exceptional Items ||19098925 ||9295480 |
|Less: Tax Expenses ||235121 ||235475 |
|Profit after Exceptional Items and Taxes ||(23254080) ||(14835866) |
The Total Income for the financial year under review is Rs. 1142196/- against Rs.1407305/- in previous year. The Net loss after taxation generated by the company duringthe year under review was Rs. 23254080/- as compared to loss of Rs. 14835866/- duringthe previous 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 2019-2020.
Compliance with the Indian Accounting Standards
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2020 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.
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 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.
Impact of Covid-19
On 11th February 2020 the World Health Organization declared a globalpandemic of the Novel Coronavirus disease (COVID-19). In the last month of FY 2020 theCOVID-19 pandemic developed rapidly into a global crisis forcing governments to enforcelock-downs of all economic activity.
On 23 March the country imposed a total lockdown across all 31 states withtransportation and movement of people restricted and only essential services are beingallowed to operate. For the Company the focus immediately shifted to ensuring the healthand well-being of all employees and on minimizing disruption to services for all ourcustomers.
As of March 31 2020 work from home was enabled to close to 90 percent of theemployees to work remotely and securely. To effectively respond to and manage ouroperations through this crisis the Company triggered its business continuity managementprogram by Management of the Company.
Directors and Key Management Personnel (KMP)
The Board of Directors of your Company comprised of Four (4) Directors one of whom isthe Whole Time Director and remaining three (3) directors are Non-Executive Independentdirectors including One Woman Director.
During the year the Board of Directors at their meeting held on 15/04/2019 appointedMrs. Sushma Rana as Chief Financial Officer (Key Managerial Personnel) in terms of Section203 of the Companies Act 2013 of Company and Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The Board of Directors at their meeting held on 13/11/2019 appointed Mr. HanumanmalHindumal Singhi (DIN: 06398451) as an Additional Director of Company. In the same meetingBoard has appointed him as Whole Time Director of the Company for five consecutive yearsfor a term upto 13th November 2024 subject to approval of Shareholders at thisensuing annual General Meeting and based on the recommendations of the Nomination andRemuneration Committee on the terms and conditions set out in the draft agreement to beentered into with him. The Directors are of the view that appointment of Mr. HanumanmalHindumal Singhi (DIN: 06398451) will be beneficial to the operation of the Company.
In the Same Meeting Mr. Vinod Kumar Jha (DIN: 07799924) had resigned from the Wholetime Director w.e.f. conclusion of this meeting i.e. 13/11/2019 due to his personal andunavoidable circumstances has mentioned in his resignation letter dated 11/11/2019.Boardof Directors had been taken on recorded and appreciate for the valuable services renderedby him during his tenure as Whole Time Director of the Company.
During the year Mrs. Sharmila Ranabhat (DIN 06987476) has been re-appointed asIndependent Directors at 33rd Annual General Meeting on 23rd Day ofSeptember 2019 for a second term consecutive 5 (Five) years for the period from25/09/2019 to 24/09/2024 and in terms Listing Regulation 36 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and 149 of the Companies Act2013.
Mr. Kundan Kumar Mishra has been appointed as Additional Director w.e.f. 12/08/2020 andbeing act as Independent Directors. Further your Board has proposed to appoint Mr. KundanKumar Mishra as Non-Executive Independent Director for consecutive 5 (Five) years for theperiod from 12/08/2020 to 11/08/2025 and in terms Listing Regulation 36 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and 149 of theCompanies Act 2013. The resolutions seeking approval of members on item No. 4 of noticefor convening this Annual General Meeting along with the requisite disclosures/explanatorystatement are included.
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 33rd AGM of theCompany in accordance with the provisions of the Companies Act 2013 read with the Rulesissued there under and the Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
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.
Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary Joint venture or Associate Company.
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.tspiritualworld.com.
Details of Committee members and meetings etc. have been disclosed in the CorporateGovernance Report which forms a part of this report.
Declaration of Independent Directors
The Company has received necessary declaration from each of Independent Directors underSection 149(7) of the Companies Act 2013 that directors 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)Regulations2015.
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 March2020 the applicable Indian Accounting Standards have been followed along with properexplanation relating 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 2020 and of the 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.
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.
Number of Meeting of the Board
During the year under review Five (5) Meetings of the Board of Directors of the Companywere held.
Statement concerning development and implementation of Risk Management Policy of theCompany
Risk is an integral part of the business and your Company is committed to managing therisks in a proactive and efficient manner. Your Company assesses risks in the internal andexternal environment along with the cost of treating risks and incorporates risk treatmentplans in its strategy business and operational plans.
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.
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 2020 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 is given in Form No. MGT-9 as Annexure-I andthe same is available on the website of the Company www.tspiritualworld.com.
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 for the Directors Key Managerial Personnel and other Employees
ii) Policy for material subsidiary
iii) Related Party transactions Policy
v) Whistle Blower/vigil Mechanism
vi) Archival Policy for disclosure
vii) Code of Conduct for Board of Directors & Senior Management
viii) Policy of Preservation of Documents
ix) Policy on Criteria for Determining Materiality of Events
ix) Code of Conduct for Independent Director / Information are displayed on the websiteof the Company www.tspiritualworld.com.
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.
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.
Details of policy developed and implemented by the Company on its Corporate Social ResponsibilityInitiatives
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.
Vigil Mechanism/ Whistle Blower Policy
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Vigil Mechanism for Directors and Employees to report genuineconcerns has been established.
The Company has put in place a system through which the Directors and Employees mayreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct & Ethics without fear of reprisal. The Employees andDirectors may report to the Compliance Officer and have direct access to the Chairman ofthe Audit Committee.
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
No material changes and commitments affecting the financial position of the Companyoccurred between ends of the financial year to which this financial statement relates onthe date of this report.
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. A 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 duringthe 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.
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 and adetailed Compliance 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
2015 ("Listing Regulations") are given in a separate section and forms partof the Annual Report.
Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern status and Company's operation 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 and Company'soperation in future. Hence disclosure pursuant to Rule 8 (5) (vii) of Companies(Accounts) Rules 2014 is not required.
Listing of Securities
The Equity Shares of the Company are listed on The Calcutta Stock Exchange Limited(CSE) and BSE. The Company has been suspended from CSE w.e.f. 29/06/2017. However theCompany is in process for revocation of suspension.
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: 006551N) was appointed asthe statutory auditors of the Company to hold office for a period of five consecutive yearfrom the conclusion of the 31st Annual General Meeting till the conclusion ofthe 36th Annual General Meeting Auditors have confirmed that they are notdisqualified from continuing as Auditors of the Company.
The requirement to place the matter relating to appointment of Auditors forratification by members at every AGM is done away with vide notification dated 7thMay 2018 issued by the Ministry of Corporate Affairs New Delhi.
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 2020 read with explanatory notes thereon do not call for any explanationor comments from the Board under Section 134(3) of the Companies Act 2013. The remarksif any made by the Auditors in their Report are properly explained in the Note no. 19 ofthe Financial 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 2019-2020 at their meeting ofBoard of Director on 10th February 2020 as required under Section 204 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) 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 contains qualification reservation or adverse remark ordisclaimer.
3. Internal Auditor
The Members of Board has appointed M/s Kumar Roybarman Prasanta and Associates (FRN:330634E) as Internal Auditors of the Company for Financial Year 2019-2020 at theirmeeting on 10th February 2020 under provisions of Section 138 of the CompaniesAct 2013 read with Rule 13 of the Companies (Accounts) Rules 2014 as recommended byAudit Committee.
The Suggestions made by the Internal Auditor in their Report were properly implemented.
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:
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.
No comment is made on technology absorption considering the nature ofactivities undertaken by your Company during the year under review.
No Expenditure has been made for research and development during the year underreview.
There were no Foreign Exchange earnings or out go during the year under review.
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.
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.
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.
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.
Additional Information to Shareholders
All important and pertinent investor information such as financial results investorpresentations press releases are made available on the Company's website i.e.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 2019-2020 forms part of the CorporateGovernance Report.
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 2019-2020.
|No of complaints received ||Nil |
|No of complaints disposed off ||Nil |
|No of complaints pending as on end of the financial year ||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.