TO THE SHAREHOLDERS
Your Directors are pleased to present the 31st (Thirty First) Annual Reporttogether with the Audited Statement of Accounts and the Auditors Report of your Companyfor the year ended 31st March 2017.
The Financial highlights for the year under review are given below:
(Amt in Rs.)
|Particulars ||31st March 2017 ||31st March 2016 |
|Income ||10139923 ||9723643 |
|Less: Expenses ||8862943 ||6373970 |
|Profit before Taxation ||1276980 ||3349673 |
|Less: Taxation ||382386 ||2711584 |
|Profit after Taxation ||894594 ||638089 |
|Balance Carried to Balance Sheet ||50084447 ||49189853 |
Total Revenue of your Company is Rs. 10139923/- in Financial Year 2016-17 compared toRs. 9723643/- during Financial Year 2015-16. The Net Profit generated by the Companyduring the year under review is Rs. 894594/- as compared to the previous year Rs.638089/-.
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 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 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 Management Personnel (KMP):-
As on 31st March 2017 the Board of Directors of your company comprised ofsix (6) Directors one of whom is the Whole Time Director. The remaining five (5) directorsare Non-Executive and Independent Directors. The Composition of the Board is in consonancewith Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time and in accordance with the applicable provisions ofCompanies Act 2013.
At the Annual General Meeting of the Company held on 26/09/2016 the Members hadapproved re-appointment of Mr. Baldev Singh (DIN: 00004136) as Whole-time Director for afurther period of 3(Three) Years i.e 1st July 2016 to 30th June2019.
However Mr. Baldev Singh Whole-time Director has tendered his resignation letterdated 25th May 2017 to the board due to his preoccupation in other work. TheBoard considered and approved his resignation from the post of directorship including themembership of respective committee(s) with effect from 25/07/2017. The Board places onrecord its gratitude for the services rendered by him during the tenure as Whole TimeDirector of the Company.
The Board of Directors at their meeting held on 08/08/2017 appointed Mr. Vinod KumarJha (Din: 07799924) as an Additional Director of Company. In the same meeting Board hasalso appointed him as Whole Time Director of the Company for five consecutive years for aterm upto 7th August 2022 subject to approval of Shareholders at the ensuingannual General Meeting and based on the recommendations of the Nomination and RemunerationCommittee on the terms and conditions set out in the draft agreement to be entered intowith him.
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.
Appropriate resolution for his appointment / re-appointment is 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 31st 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 Director's. Key Managerial Personnel's -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.
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 Director underSection 149(7) of the Companies Act 2013 that they meet 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)Regulations 2015.
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 March2017 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 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 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.
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. During the year there are no instances where the Boardhad not accepted the recommendations of the Audit Committee.
Statement concerning development and implementation of Risk Management Policy of theCompanv:-
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 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 Committee has additional oversightin the area of financial risks control. Major risk identified by the business and functionare systematically addressed through mitigating actions 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 7 (Seven) Meetings of the Board of Directors of theCompany were 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 2017 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 herewith as"Annexure-A" and is attached to this Report.
Disclosure regarding Company's policies under Companies Act. 2013 and SEBI fListingObligations 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.tspiritualworld.com.
Internal Financial Control and 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 Company's Management at all levels of the organization.
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.
Details of policy developed and implemented by the Company on its Corporate SocialResponsibility Initiatives:-
Your Company does not qualify any of the criteria as laid down in Section 135(1) of theCompanies Act 2013 with regard to Corporate Social Responsibility. Hence the provisionsof Section 135 of the Companies Act 2013 do not apply to our Company.
Vigil Mechnism/ Whistle Blower Policv:-
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.
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.
Subsidiaries loint Ventures and Associate Companies:-
The Company does not have any Subsidiary Joint Venture or Associate Company.
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 the ends of the financial year to which these financial statements relateon the date of this report.
Pursuant to the provisions of the Companies Act 2013 read with Rules issued thereunderand Regulation 17 of the SEBI (Listing Obligations and 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 theworking 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 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 in earlier years and outstanding at the year- end detailsof which are given in the Financial Statements. There were no loans guarantees orinvestments 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 enclosing ofFORM AOC-2 is not required. The Company has developed a Related Party Transactions Policyfor the purpose of identification and monitoring of such type of transactions.
A separate report on Corporate Governance in terms of Regulation 27(2)(b) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 along with certificate from Company's Statutory Auditors regarding compliance withthe conditions of Corporate Governance is given in a separate section and forms part ofthe Annual 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.
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 and Company'soperations in future. Hence disclosures pursuant to Rule 8 (5) (vii) of Companies(Accounts) Rules 2014 is not required.
Listing of Securities:-
Equity shares of the Company are listed with The Calcutta Stock Exchange Limited andBSE Limited.
Auditors & Auditors Observations:-
The matter related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:-
M/s. S. R. Ghedia & Associates (FRN:118560W)Chartered Accountants Mumbai hastendered their resignation as Statutory Auditors of the Company. Their appointment wassubject to ratification at the ensuing Annual General Meeting of the Company. The Boardhas proposed the name of M/s. Mohindra Arora & Co. (FRN:006551N)CharteredAccountants Mumbai to be appointed as Statutory Auditors of the Company in place of M/s.S. R. Ghedia & Associates (FRN:118560W)Chartered Accountants Mumbai in the BoardMeeting held on 04th August 2017.
The Board places on record its appreciation for the contribution of M/s. S. R. Ghedia& Associates(FRN:118560W) Chartered Accountants during their tenure as theStatutory Auditors of the Company.
M/s. Mohindra Arora & Co. (FRN:006551N)Chartered Accountants Mumbai haveconveyed their consent to be appointed as the Statutory Auditors of the Company along witha confirmation that their appointment if made by the members would be within the limitsprescribed under the Companies Act 2013.
Accordingly Ordinary Resolution is submitted to the meeting for the consideration andapproval of members for appointment of M/s. Mohindra Arora & Co.(FRN:006551N)Chartered Accountants Mumbai as Statutory Auditor of the Company from theconclusion of this Annual General Meeting until the conclusion of 36th AnnualGeneral Meeting of the Company.
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 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.The remarks if any made by the Auditors in their Report are properly explained in theNote no 20 of the Financial Statement.
2. Secretarial Auditor and their Report:-
M/s. Vineet Pal & Associates Practicing Company Secretary was appointed to conductSecretarial Audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and the rules there under. The Secretarial Audit Report forthe financial year ended 31st March 2017 in Form MR-3 is annexed herewith as"Annexure B" to this Report.
Reply to the observations in the Secretarial Audit 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 2016-17 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.
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.
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.
a. The Company has not bought back any of its securities during the year under review.
b. The Company has not issued any Sweat Equity Shares during the year under review.
c. No Bonus Shares were issued during the year under review.
d. 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:-
There was no instance of fraud during the year under review which required theStatutory Auditors and Secretarial Auditors to report to the Audit Committee and / orBoard under Section 143(12) of the Act and Rules framed thereunder.
Additional Information to Shareholders:-
All important and pertinent investor information such as financial results investorpresentations new launches and project updates if any are made available on theCompany's 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 2016-17 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 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 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 |
| ||Vinod Kumar Jha Abhishek Kumar Jain |
| ||(Whole Time Director) (Director) |
|Place : Kolkata ||(DIN:07799924) (DIN:00054582) |
|Date :08/08/2017 || |