| Dear Shareholders,
The Directors are pleased to present the 28th Annual Report together
with the Audited Statement of Accounts and the Auditors Report of your
Company for the year ended 31st March 2014.
The Financial highlights for the year under review are given below:
FINANCIAL RESULTS
(Rs.in Lacs)
Particulars 31st March, 2014 31st March, 2013
Total Income 1,915.43 2,265.26
Less: Expenses 1,884.12 2,221.95
Profit before Depreciation 31.31 43.31
Less: Depreciation 21.61 29.77
Profit before Taxation 9.69 13.54
Less: Taxation 3.25 0.14
Profit after Tax 6.45 13.40
DIVIDEND::
Due to growing requirement of fund for the future business activities,
your Directors have decided not to recommend dividend for the year
under review.
PERFORMANCE::
Total Revenue of your Company is Rs. 1,915.43 lacs in Financial Year
2013-14 compared to Rs. 2,265.26 lacs during Financial Year 2012-13.
The Net Profit generated by the Company during the year under review is
Rs. 6.45 lacs, as compared to the previous year Rs. 13.40 lacs.
FUTURE OUTLOOK::
The Company has already entered the wellness sector with its products
and services. This sector is growing rapidly. The Company intends to
further expand in this sector.
DIRECTORS::
As on March 31, 2014, the Board of Directors of your Company comprised
of Five Directors one of whom is the Whole-time Director. The remaining
four directors are non-executive and independent directors. The
composition of the Board is in consonance with Clause 49 of the Listing
Agreement, as amended from time to time, and in accordance with the
applicable provisions of Companies Act, 2013.
Pursuant to Section 149 of the Companies Act, 2013, the Board at its
meeting held on 25 July, 2014 recommended appointment of Mr. Alam Ali
Sisodia, Mr. Manoj Kumar Bothra and Mrs. Chanderkala Devi Lakhotia as
Independent Directors of the Company, not liable to retire by rotation
for a period of five years from the date of its 28th Annual General
Meeting subject to approval of the Members of the Company. These
Directors have given the declarations to the Board that they meet the
criteria of independence as provided under Section 149(6) of the said
Act and also confirmed that they will abide by the provisions as
mentioned in Schedule IV of the Companies Act, 2013.
The Board recommends the resolutions for your approval for the above
appointments.
COMPANY SECRETARY: :
Mr. Pradeep Soni, ACS-25181, Member of Institute of Company Secretaries
of India has been appointed as Company Secretary cum Compliance Officer
of the Company pursuant to Section 203 and other applicable provisions
of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY::
The Company has adopted Corporate Social Responsibility Initiatives.
The Company, in keeping with its Corporate Social Responsibility
policy, focuses on healthcare, education and other social initiatives.
LISTING OF SHARES::
Equity shares of the Company are listed with The Calcutta Stock
Exchange Limited and BSE Limited. Listing fees has already been paid in
pursuance to Clause 38 of the Listing Agreement.
AUDITORS & AUDITORS OBSERVATIONS::
M/s. S. R. Ghedia & Associates, Mumbai, the Statutory Auditors of your
Company retire at the ensuing Annual General Meeting and offer
themselves for re-appointment. In accordance with Section 139 of the
Companies Act, 2013 ('the Act') read with the Rules made thereunder,
M/s. S. R. Ghedia & Associates, Mumbai, can be appointed as the
Statutory Auditors of the Company from the conclusion of the
forthcoming AGM till the conclusion of the 33rd AGM to be held in the
year 2019, subject to ratification of their appointment at the
subsequent AGMs. They have confirmed that their appointment, if made,
shall be in accordance with the provisions of Section 139(1) of the Act
read with Companies (Audit and Auditors) Rules, 2014 and that they
satisfy the criteria given under Section 141 of the Act. Members are
requested to consider their appointment for a period of Five years.
The Audit Committee and Board of Directors have recommended the
appointment of M/s. S. R. Ghedia & Associates, Chartered Accountants as
the Statutory Auditors of your Company.
There are no qualifications or adverse remarks in the Auditors' Report
which require any explanation from the Board of Directors.
CORPORATE GOVERNANCE::
A separate section on Corporate Governance is included in the Annual
Reports and the certificate from Company's Auditor confirming the
compliance with the code of Corporate Governance as enumerated in
Clause 49 of the Listing Agreements with the Stock Exchange is annexed
hereto.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT::
In compliance with the provisions of Clause 49 of the Listing Agreement
with the Stock Exchange, detailed review of the operations, performance
and future outlook of the Company is annexed hereto.
COMPLIANCE WITH THE ACCOUNTING STANDARDS::
The Company prepares its Accounts and other Financial Statements in
accordance with the relevant Accounting principles and also complies
with the Accounting Standards issued by the Institute of Chartered
Accountants of India.
INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY::
Your Company remains committed to maintain, high standards of internal
control designed to 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 well as
compliance with laid down systems and policies are comprehensively and
frequently monitored by your Company's Management at all levels of the
organization. The Audit Committee, which meets at least four times a
year, actively reviews internal control systems as well as financial
disclosure.
HRD INITIATIVES::
Employees are the key resource for the Company. The Company has been
able to create and continuously improve a favorable work environment
that encourages novelty and meritocracy at all levels. The Company has
been built on the foundations of people being the key drivers to growth
of the organization. People are at the core of its Vision, which
espouses mutual positive regard, career building and providing
opportunities for learning, thinking, innovation and growth. The
Company offers an environment where all-round development is as much of
a goal as realization of career ambitions. The Company conducted
various programs to focus on improving people productivity, through
training and development of its people.
FIXED DEPOSITS::
The Company has not accepted any deposit since incorporation and, as
such, no amount of principal or interest was outstanding on the date of
Balance Sheet.
CODE OF CONDUCT::
As prescribed under Clause 49 of the Listing Agreement, a declaration
signed by the Whole Time Director affirming compliance with the Code of
Conduct by the Directors and Senior Management Personnel of the Company
for the financial year 2013-14 forms part of the Corporate Governance
Report.
DIRECTORS RESPONSIBILITY STATEMENT::
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it is
hereby confirmed that::
(i) in the preparation of the Annual Accounts for the year ended 31st
March, 2014, the applicable Accounting Standards have been followed and
there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the Financial Year 31st March, 2014 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 of adequate accounting records in accordance with the
provisions of the Act for safeguarding the 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO::
The statement of particulars under section 217(1)(e) of the Companies
Act, 1956 regarding conservation of energy, technology absorption and
Foreign exchange earnings and outgo are given below::
a) The operations of your company are not energy intensive.
Accordingly, no measures were taken for energy conservation and no
investment is required to be made thereof.
b) No comment is made on technology absorption, considering the nature
of activities undertaken by your company during the year under review.
c) No Expenditure has been made for research and development during the
year under review.
d) There were no Foreign Exchange earnings or out go during the year
under review.
PARTICULARS OF EMPLOYEES::
None of the employees of the Company was in receipt of remuneration
exceeding the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules 1975.
ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor information such as financial
results, investor presentations, press releases, new launches and
project updates are made available on the Company's website
www.tspiritualworld.com on a regular basis.
ACKNOWLEDGEMENT::
The Directors wish to place on record their appreciation for the
contributions made by the employees at all levels, whose continued
commitment and dedication helped the company achieve better results.
The Directors also wish to thank customers, bankers, Central and State
Governments for their continued support. Finally your directors would
like to express their sincere & whole-hearted gratitude to all of you
for your faith in us, your Co-operation & never failing support.
By Order of the Board
For T. Spiritual World Limited
Place : Kolkata
Date : 25/07/2014 (Baldev Singh)
Whole Time Director
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