DIRECTORS' REPORT TO THE SHAREHOLDERS Dear Shareholders, Your Directors are pleased to present the 29th Annual Report together with the Audited Statement of Accounts and the Auditors Report ofyour Company for the year ended 31st March, 2015. PERFORMANCE Total Revenue of your Company is Rs.112.19 lacs in Financial Year 2014-15 compared to Rs.99.92 lacs during Financial Year 2013-14. The Net Profit generated by the Company during the year under review is Rs.12.54 lacs, as compared to the previous year Rs.6.45 lacs. DIVIDEND AND TRANSFER TO RESERVE Due to growing requirement of fund for the future business activities, your Directors have decided not to recommend dividend for the year under review. There has been no transfer to Reserves during the Financial Year 2014-2015. DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business of the Company during the year under review. 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL As on March 31, 2015, the Board of Directors ofyour Company comprised of six Directors one of whom is the Whole-time Director. The remaining five 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. In accordance with the Companies Act, 2013, Mr. Abhishek Kumar Jain retires by rotation and being eligible offers himselffor reappointment. Dr. Alam Ali Sisodia resigned from the Board and Audit Committee as well as Stakeholders Relationship Committee and Nomination and Remuneration Committee w.e.f. 25/09/2014 due to his pre occupation in other work. The Board places its gratitude for the services rendered by him during the tenure as director of the Company. Pursuant to Section 149 of the Companies Act, 2013, the Board at its Meeting held on 20th August, 2015 recommended appointment of Mrs. Sharmila Ranabhat as Independent Directors of the Company, not liable to retire by rotation for a period offive years from the date of 25th September 2014 to 24th September, 2019 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. 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 Annual General Meeting. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The Company's policy on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 has been disclosed in the Corporate 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. 2.93 lacs during financial year 2014-15. PARTICULARS OF EMPLOYEES None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 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, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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, 2015 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: V. the directors have laid down internal financial controls to be followed by the Company and such internal controls are adequate and are operating effectively: VI. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively. AUDIT COMMITTEE The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.The Company Secretary of the Company acts as Secretary of the Committee. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. NOMINATION AND REMUNERATION COMMITTEE AND POLICY The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement. The details of the Composition of the Nomination and Remuneration Committee are given in the Corporate Governance Report. The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Board of the Company has formed a Risk Management Committee to frame implement and monitor risk management plan for the Company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW During the year, 7(Seven) Board Meetings were convened and held. EXTRACT OF ANNUAL RETURN Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act read with Rule 12 of the Companies (Management and administration) Rules, 2014 in Form MGT-9 is annexed herewith as "Annexure A". DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The provisions of Section 135 of the Companies Act, 2013 do not apply to our Company. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-independent Directors was carried out by the 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 system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and revised Clause 49 of Listing Agreement, a Vigil Mechanism for directors and employees to report genuine concerns has been established. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013 There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However the Company has made investments in earlier years, details ofwhich 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 under Section 188 of the Companies Act, 2013 during the year under review and hence enclosing of FORM AOC-2 is not required. The Company has developed a Related Party Transactions Policy for the purpose of identification 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. 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 Act and the rules framed thereunder, M/s S. R. Ghedia & Associates, Chartered Accountant (Registration No. 118560W), were appointed as statutory auditors of the Company from the conclusion of the 28th Annual General Meeting (AGM) of the Company held on 25th August, 2014 till the conclusion of the 33rd Annual General Meeting to be held in the year 2019. The appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s S. R. Ghedia & Associates, Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders.ln this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision ofSection 141 of the CompaniesAct, 2013. The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. 2. Secretarial Auditor & his Report M/s. Vineet Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as "Annexure B" to the Boards 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, as Internal Auditors of the Company for Financial Year 2014-2015 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended byAudit Committee. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY 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 atleast four times a year, actively reviews internal control systems as well as financial disclosure. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. 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 Exchanges is annexed hereto. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is presented separately forming part of the Annual Report. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO. The statement of particulars under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy, technology absorption and Foreign Exchange earnings and outgo are given below: a) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption. 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. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate on the date of this report. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL No order was passed by the Regulators of Courts or Tribunal etc. which impacts the going concern status and Company's operations in future. 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. SHARES The authorized Share capital and the paid up Equity Share Capital have remained unchanged during the year under review. The Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures. Buy Back of Securities The Company has not bought back any of its securities during the year under review. Sweat Equity The Company has not issued any Sweat Equity Shares during the year under review. Bonus Shares 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. HRD INITIATIVES Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status. 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. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013 There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal)Act, 2013. 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. CODE OFCONDUCT 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 2014-15forms part of the Corporate Governance Report. 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 to 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 Baldev Singh (Whole Time Director) Place : Kolkata Date :20/08/2015 |