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Directors Report of T. Spiritual World Ltd.
Mar 31, 2025
The Board of Directors have the pleasure in presenting the Companies 39th Annual Report together with
the Audited Financial Statements for the financial year ended 31st March, 2025 along with the
Auditor''s Report thereon.
The financial highlights of the Company for F.Y. 2024-2025 are given below:
Financial Results (Amount in Lakhs)
|
Particulars |
31st March, 2025 |
31st March, 2024 |
|
Income |
0.72 |
0.72 |
|
Less: Expenses |
20.83 |
20.09 |
|
Profit before Exceptional Items & Taxation |
(20.11) |
(19.37) |
|
Less: Exceptional Items |
- |
- |
|
Less: Tax Expenses |
- |
- |
|
Profit after Exceptional Items and Taxes |
(20.11) |
(19.37) |
Performance
The Total Income for the financial year under review is Rs. 0.72 Lakh against Rs. 0.72 Lakh in previous
year. The Net loss after taxation generated by the company during the year under review was Rs.
(20.11) Lakh as compared to loss of Rs. (19.37) Lakh during the previous year.
Operation
The Company has been continuously focusing on its existing line of business to improve its profitability
in near future.
Dividend
Your Company intends to conserve available resources to invest in the growth of the business and pursue
strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.
Transfer to Reserve
There has been no transfer to Reserves during the Financial Year 2024-2025.
Compliance with the Indian Accounting Standards
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,
2025 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under
Section 133 of the Companies Act, 2013 read with Rule 7 of 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 under review.
Public Deposits
The Company has not accepted or renewed any amount falling within the purview of provisions of section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year under review. Hence, the requirement for furnishing of details of deposits is not applicable.
Directors and Key Management Personnel (KMP)
The Board of Directors of your Company comprised of Four (4) Directors one of whom is the
Managing Director & CEO, 1 Director is Non-Executive Director and remaining two (2) directors
are Non-Executive Independent directors including One Woman Director.
During the year 27/05/2024, Board approved in their meeting along with recommendation of
Nomination & Remuneration Committee of Board that Change in Designation of Mr. Netra Bahadur
Ranabhat (DIN: 06716666) from Whole Time Director to Managing Director and Chief Executive Officer
w.e.f. 27/05/2024 on the existing terms & conditions. Accordingly he will hold office as Managing
Director and Chief Executive Officer for his remaining tenure of his office viz. upto 18/08/2025, and
approved by shareholder at 38th AGM.
On 26/06/2024 Mr. Kundan Kumar Mishra (DIN: 07207800) Non-executive Independent Director has
resigned vide letter dated 24/06/2024, to the board due to account of pre-occupation in professional
commitment and unavoidable circumstances. We confirm that there is no other material reason for his
resignation other than stated herein resignation letter. The Board considered and approved his
resignation from the post of Non-Executive Independent Director with effect from 26/06/2024 after
business hours. The Board places on record its gratitude for the services rendered by him during his
tenure as a Non-executive Independent Director of the Company.
The Board of Directors at its Meeting held on June 26, 2024, based on the recommendation of the
Nomination and Remuneration Committee, has appointed Mr. Sanjoy Kumar Basu (DIN: 10172874) as an
Additional Director of the Company with effect from June 26, 2024, and approve by shareholder at 38th
Annual General Meeting. Mr. Sanjoy Kumar Basu as a Non-Executive Director on the Board of the
Company.
The Nomination and Remuneration Committee and the Board of Directors of the Company at their
Meetings held on June 26, 2025, have approved the re-appointment of Mr. Netra Bahadur Ranabhat (DIN:
06716666) as Managing Director and Chief Executive Officer of the Company period starting from August
19, 2025 up to August 18, 2030 on the terms & conditions mention in Explanatory Statement is part of
Annual General Meeting.
The Nomination and Remuneration Committee and the Board of Directors of the Company at their
Meetings held on June 26, 2025, have approved the re-appointment of Mrs. Priti Abhay Vakhare (DIN:
09048290) as the Independent Director (Non-Executive Director) of the Company for her second term
starting from February 4, 2026 up to February 3, 2031.
The above re-appointment of Directors are subject to approval of the Shareholders of the Company.
All Independent directors have given the Declarations that they meet the criteria of Independence as
laid down under Section 149(6) of the Companies Act, 2013, and Clause 16(b) of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the
Independent Directors are persons of integrity, and possess expertise and experience including the
proficiency required to be Independent Directors of the Company and they are independent of the
management and have also complied with the Code for Independent Directors as prescribed in
Schedule IV of the said Act.
All Independent Directors of the Company have confirmed that they have already registered their
names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICAâ] as prescribed
by the Ministry of Corporate Affairs under the relevant Rules, and that they would give the online
proficiency self-assessment test conducted by IICA which is prescribed under the relevant Rules, if
applicable.
Appropriate resolutions for appointment/ re-appointment are being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re-
appointed and other related information has been detailed in the Notice read along with the explanatory
statement convening the 39th AGM of the Company in accordance with the provisions of the Companies
Act, 2013 read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and
Disclosure Requirements) 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 purview of the
limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) 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 & Remuneration including
Nomination & Remuneration Committee
The Board has framed a policy on Director''s Appointment and Remuneration & duly constituted
Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.
The policy provides for selection and appointment of Directors, Senior Management including KMP and
their Remuneration together with criteria for determining qualifications, positive attributes, and
independence of a Director.
Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been
disclosed on the Company website i.e. www.tspiritualworld.com.
Details of Committee members and meetings etc. have been disclosed in the Corporate Governance
Report which forms a part of this report.
Declaration of Independent Directors
The Company has received necessary declaration from each of Independent Directors under Section
149(7) of the Companies Act, 2013, that directors meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and the relevant Rules made there on Regulation 16(1)(b)
and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directors Responsibility Statement
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the 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, 2025, the applicable
Indian 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, 2025 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 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 financial controls are adequate and operating effectively;
vi. the directors have devised proper systems to ensure compliance with the provisions of 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 and attendance 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 Company were held.
Statement concerning development and implementation of Risk Management Policy of the
Company
Risk is an integral part of the business and your Company is committed to managing the risks in a
proactive and efficient manner. Your Company assesses risks in the internal and external environment
along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and
operational plans.
The Board of Directors of the Company has constituted a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The Committee has additional
oversight in the area of financial risks and controls. Major risks identified by the business and functions
are systematically address through mitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the Corporate Governance Report
forming part of the Board Report.
Extract of Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as
on 31st March, 2025 is available on the website of the Company www.tspiritualworld.com.
Disclosure regarding Company''s policies under Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements)
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 website of the Company
http://www.tspiritualworld.com/Codes%20&%20Policies /Codes%20and%20Policies.html.
Internal Financial Control and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The Company has developed well-defined internal control mechanisms and comprehensive
internal audit programme with the activities of the entire organization under its ambit
Further, based on the report of Internal Audit function, corrective action are undertaken in the
respective areas and thereby strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.
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.
Details of policy developed and implemented by the Company on its Corporate Social
Responsibility 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 of Section 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, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for
Directors and Employees to report genuine concerns has been established.
The Company has put in place a system through which the Directors and Employees may report
concerns about unethical behaviour, 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.
The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial institutions
along with the reasons thereof:
Not Applicable
Material Changes and Commitments, if any, affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relates and the
date of the report
No material changes and commitments affecting the financial position of the Company occurred between
ends of the financial year to which this financial statement relates on the date of this report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and
Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of
Directors has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of its various committee. 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. The Board of Directors expressed its satisfaction with
the evaluation process.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act,
2013
The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of
investments made and outstanding at the year-end, details of which are given in 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
During the Financial Year 2024-2025, all contracts/ arrangements/ transactions entered into by your
Company with related parties under Section 188(1) of the Companies Act, 2013 and Regulation 23 of
SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 were in the ordinary course
of business and at arm''s length basis. Your Company has not entered into any contracts /arrangements
/transactions with related parties which could be considered ''material''. Thus, there are no transactions
required to be reported in form AOC-2 under Section 134(3) of the Companies Act. There were no
materially significant related party transactions made by your Company with the Promoters, Directors,
Key Managerial Personnel or other designated persons, which might have potential conflict with the
interest of the Company at large. The Company has developed a Related Party Transactions Policy for
the purpose of identification and monitoring of such type of transactions. Attention of the members is
drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming
part of the financial statement for the year 2024-2025.
Corporate Governance
The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations
with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, and a detailed Compliance Note on
Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to
this report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulationsâ) 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 or Tribunals
impacting the Going Concern status and Company''s operation in future
There are no significant and material orders issued against the Company by any regulating authority or
court or tribunal affecting the going concern status and Company''s operation 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
Limited. The Company has been suspended from CSE w.e.f. 29/06/2017. However, the Company 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 re-appointed as the
statutory auditors of the Company to hold office for a period of five consecutive year from the
conclusion of the 36th Annual General Meeting till the conclusion of the 41st Annual General
Meeting Auditors have confirmed that they are not disqualified from continuing as Auditors of the
Company.
The requirement to place the matter relating to appointment of Auditors for ratification by
members at every AGM is done away with vide notification dated 7th May, 2018 issued by the
Ministry of Corporate Affairs, New Delhi.
Explanations or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Statutory Auditors in their Report
The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st
March, 2025 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. The remarks, if any, made by
the Auditors in their Report are properly explained in the Note no. 15 of the Financial Statement.
2. Secretarial Auditors and their Report
M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial
Audit of the Company for the financial year 2024-2025 at their meeting of Board of Director on
27th May, 2024 as required under Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I to this report.
The report confirms that the Company had complied with the statutory provisions listed under
Form MR -3 and the Company also has proper board processes and compliance mechanism. The
report does not contain qualification, reservation or adverse remark or disclaimer.
3. Internal Auditor
The Members of Board has appointed M/s. Jain N K & Co Chartered Accountant, as Internal
Auditors of the Company for Financial Year 2024-2025 at their meeting on 29th July, 2024 under
provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014 as 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 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:
> 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.
> No comment is made on technology absorption, considering the nature of activities undertaken by
your Company during the year under review.
> No Expenditure has been made for research and development during the year under review.
> There were no Foreign Exchange earnings or out go during the year under review.
Shares
The authorized Share capital and the paid-up Equity Share Capital have remained unchanged during
the year under review. The Company has neither issued shares & Securities or any other instruments
nor any corporate benefits during the year under review.
> The Company has not bought back any of its securities during the year under review
> 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.
Human Resources
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 favourable 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.
Reporting of Frauds
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the
Audit Committee and / or Board any instances of fraud committed in the Company 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, investor presentations, 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 Managing Director & CEO affirming
compliance with the Code of Conduct by the Directors and Senior Management Personnel of the
Company for the financial year 2024-2025 forms part of the Corporate Governance Report.
Board Diversity Policy
In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and
Remuneration Committee has devised a Policy on Board Diversity.
The objective of the Policy is to ensure that the Board comprises adequate number of members with
diverse experience and skills, experience, such that it best serves the governance and strategic needs of
the Company leading to competitive advantage. The Board composition is mentioned in available in the
Corporate Governance report that forms part of this Annual Report.
Familiarization Program
Whenever any person joins the Board of the Company as an Independent Director, an induction
programme is arranged for the new appointee, wherein the appointee is familiarized with the Company,
his/her roles, rights and responsibilities in the Company, the Code of Conduct of the Company to be
adhered, nature of the industry in which the Company operates, and business model of the Company etc.
The details of such familiarization programmes have been disclosed on the Company website i.e.
https://www.tspiritualworld.com/Familiarization%20Programmes.html.
Secretarial standards
The Company complies with all applicable secretarial standards issued by the Institute of Company
Secretaries of India.
Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding 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 off during the year
2024-2025.
No of complaints received : Nil
No of complaints disposed off : Nil
No of complaints pending as on end of the financial year : Nil
Disclosures
> The Company has not accepted any fixed deposits during the year under review and accordingly,
no amount on account of principal or interest on deposits from public and/or Members were
outstanding as at March 31, 2025.
> There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company''s operations in future.
> During the year under review, the Company has not issued any Debentures.
> No material changes have taken place that could have an impact on the financial position of the
Company from the date of closure of financial year under review till the date of signing of Accounts.
> There is no change in the nature of business of the Company.
> Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of
Section 148(1) of the Act are not applicable to the business activities carried out by the Company.
> There is no proceeding initiated or pending against the company under the Insolvency and
Bankruptcy Code, 2016.
> During the year under review, the Company has not required transferred any shares in IEPF
(Investors Education & Protection Fund).
> During the year under review Company does not come under failure of implement any Corporate
Action.
> During the year under review, the Company has not required the Compliance of Regulation 32 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the
same is not applicable to company as the Company has not issued any share by way of public issue,
Right Issue, Preferential Issue etc.
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 and your Co-operation & never failing support.
By Order of the Board
For T. Spiritual World Limited
Netra Bahadur Ranabhat Biswajit Barua
(Managing Director & CEO) (Director)
(DIN: 06716666) (DIN: 06992250)
Regd. Office : 4, Netaji Subhas Road, 1st Floor,
Kolkata - 700 001
CIN : L63040WB1986PLC 040796
Email : complianceofficer@tspiritualworld.com
Website : www.tspiritualworld.com
Date : 26/06/2025
Mar 31, 2024
The Board of Directors have the pleasure in presenting the Companies 38th Annual Report together with
the Audited Financial Statements for the financial year ended 31st March, 2024 along with the Auditor''s
Report thereon.
The financial highlights of the Company for F.Y. 2023-2024 are given below:
Financial Rpcnltc (Amount in I.akhcl
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Income |
0.72 |
0.18 |
|
Less: Expenses |
20.09 |
18.43 |
|
Profit before Exceptional Items & T axation |
(19.37) |
(18.25) |
|
Less: Exceptional Items |
- |
- |
|
Less: Tax Expenses |
- |
- |
|
Profit after Exceptional Items and Taxes |
(19.37) |
(18.25) |
Performance
The Total Income for the financial year under review is Rs. 0.72 Lakh against Rs. 0.18 Lakh in previous
year. The Net loss after taxation generated by the company during the year under review was Rs. (19.37)
Lakh as compared to loss of Rs. (18.25) Lakh during the previous year.
Operation
The Company has been continuously focusing on its existing line of business to improve its profitability
in near future.
Dividend
Your Company intends to conserve available resources to invest in the growth of the business and pursue
strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.
Transfer to Reserve
There has been no transfer to Reserves during the Financial Year 2023-2024.
Compliance with the Indian Accounting Standards
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31,
2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under
Section 133 of the Companies Act, 2013 read with Rule 7 of 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 under review.
Public Deposits
The Company has not accepted or renewed any amount falling within the purview of provisions of section
73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year under review. Hence, the requirement for furnishing of details of deposits is not applicable.
Directors and Key Management Personnel (KMP)
The Board of Directors of your Company comprised of Four (4) Directors one of whom is the Whole
Time Director and remaining three (3) directors are Non-Executive Independent directors including
One Woman Director.
During the year Mr. Biswajit Barua has been appointed as an Independent Director on the Board at its
meeting held on 24th July, 2023, on the recommendation of the Nomination and Remuneration Committee,
for a term of five consecutive years with effective from 24th July, 2023 to 23rd July, 2028. The shareholders
have approved his appointment by way of special resolution in 37th Annual General Meeting held on 12th
September, 2023
During the year, Mr. Ganga Sahai (DIN: 07116838), had resigned from the post of Independent Directorship
w.e.f. 24/07/2023, due to his personal reason already mentioned in his resignation letter dated
22/07/2023. There are no other material reasons other than provided in his resignation letter. Board of
Directors had been taken on recorded appreciate for the valuable services rendered by him during his
tenure as an Independent Director of the Company.
On 27/05/2024, Board approved in their meeting along with recommendation of Nomination &
Remuneration Committee of Board that Change in Designation of Mr. Netra Bahadur Ranabhat (DIN:
06716666) from Whole Time Director to Managing Director and Chief Executive Officer with immediate
effect on the existing terms & conditions. Accordingly he will hold office as Managing Director and Chief
Executive Officer for his remaining tenure of his office viz. upto 18/08/2025. However there is no change
in his existing remuneration. The change in designation is being carried out for reorganizing the Board. The
Board has also decided to carry out agenda in 38th Annual General Meeting for availing approval of
Shareholders to above change.
On 26/06/2024 Mr. Kundan Kumar Mishra (DIN: 07207800) Non-executive Independent Director has
resigned vide letter dated 24/06/2024, to the board due to account of pre-occupation in professional
commitment and unavoidable circumstances. We confirm that there is no other material reason for his
resignation other than stated herein resignation letter. The Board considered and approved his resignation
from the post of Non-Executive Independent Director with effect from 26/06/2024 after business hours.
The Board places on record its gratitude for the services rendered by him during his tenure as a Non¬
executive Independent Director of the Company.
The Board of Directors at its Meeting held on June 26, 2024, based on the recommendation of the
Nomination and Remuneration Committee, has appointed Mr. Sanjoy Kumar Basu (DIN: 10172874) as an
Additional Director of the Company with effect from June 26, 2024, subject to the approval of the Members
of the Company at this Annual General Meeting. Mr. Sanjoy Kumar Basu is nominated as a Non-Executive
Director on the Board of the Company.
All Independent directors have given the Declarations that they meet the criteria of Independence as laid
down under Section 149(6) of the Companies Act, 2013, and Clause 16(b) of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent
Directors are persons of integrity, and possess expertise and experience including the proficiency
required to be Independent Directors of the Company and they are independent of the management and
have also complied with the Code for Independent Directors as prescribed in Schedule IV of the said Act.
All Independent Directors of the Company have confirmed that they have already registered their names
with the data bank maintained by the Indian Institute of Corporate Affairs [âIICAâ] as prescribed by the
Ministry of Corporate Affairs under the relevant Rules, and that they would give the online proficiency
self-assessment test conducted by IICA which is prescribed under the relevant Rules, if applicable.
Appropriate resolutions for appointment/ re-appointment are being placed for the approval of the
shareholders of the Company at the ensuing AGM. The brief resume of directors appointed/re- appointed
and other related information has been detailed in the Notice read along with the explanatory statement
convening the 38th AGM of the Company in accordance with the provisions of the Companies Act, 2013
read with the Rules issued there under and the Regulation 36 of SEBI (Listing Obligations and Disclosure
Requirements) 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 purview of the
limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) 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 & Remuneration including
Nomination & Remuneration Committee
The Board has framed a policy on Director''s Appointment and Remuneration & duly constituted
Nomination and Remuneration Committee pursuant to the Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 and read with Section 178 of the Companies Act, 2013.
The policy provides for selection and appointment of Directors, Senior Management including KMP and
their Remuneration together with criteria for determining qualifications, positive attributes, and
independence of a Director.
Remuneration policy for the Directors, Key Managerial Personnel and other Employees has been disclosed
on the Company website i.e. www.tspiritualworld.com.
Details of Committee members and meetings etc. have been disclosed in the Corporate Governance Report
which forms a part of this report.
Declaration of Independent Directors
The Company has received necessary declaration from each of Independent Directors under Section
149(7) of the Companies Act, 2013, that directors meets the criteria of independence laid down in Section
149(6) of the Companies Act, 2013 and the relevant Rules made there on and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directors Responsibility Statement
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the 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, 2024, the applicable Indian
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, 2024 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 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 financial controls are adequate and operating effectively;
vi. the directors have devised proper systems to ensure compliance with the provisions of 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 and attendance at the
meetings are provided in the Corporate Governance Report.
Number of Meeting of the Board
During the year under review Four (4) Meetings of the Board of Directors of the Company were held.
Statement concerning development and implementation of Risk Management Policy of the
Company
Risk is an integral part of the business and your Company is committed to managing the risks in a
proactive and efficient manner. Your Company assesses risks in the internal and external environment
along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and
operational plans.
The Board of Directors of the Company has constituted a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The Committee has additional
oversight in the area of financial risks and controls. Major risks identified by the business and functions
are systematically address through mitigation action on a continuing basis.
The details of Committee and its terms of reference are set out in the Corporate Governance Report
forming part of the Board Report.
Extract of Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and administration) Rules, 2014, the Annual Return as
on 31st March, 2024 is available on the website of the Company www.tspiritualworld.com.
Disclosure regarding Company''s policies under Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
The Company has framed various policies as per SEBI (Listing Obligations and Disclosure Requirements)
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 website of the Company
http:// www.tspiritualworld.com/ Codes%2 0&%20Policies/ Codes%2 0and%20Policies.html.
Internal Financial Control and their adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The Company has developed well-defined internal control mechanisms and comprehensive
internal audit programme with the activities of the entire organization under its ambit
Further, based on the report of Internal Audit function, corrective action are undertaken in the respective
areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon
are presented to the Audit Committee of the Board.
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.
Details of policy developed and implemented by the Company on its Corporate Social
Responsibility 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 of Section 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, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for
Directors and Employees to report genuine concerns has been established.
The Company has put in place a system through which the Directors and Employees may report concerns
about unethical behaviour, 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.
The details of difference between amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the banks or financial institutions along with the
reasons thereof:
Not Applicable
Material Changes and Commitments, if any, affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relates and the
date of the report
No material changes and commitments affecting the financial position of the Company occurred between
ends of the financial year to which this financial statement relates on the date of this report.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 read with Rules issued there under and Regulation
17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors has
carried out an annual performance evaluation of its own performance, the directors individually as well as
the evaluation of its various committee. 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.
The Board of Directors expressed its satisfaction with the evaluation process.
Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act,
2013
The Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of
investments made and outstanding at the year-end, details of which are given in 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
During the Financial Year 2023-2024, all contracts/ arrangements/ transactions entered into by your
Company with related parties under Section 188(1) of the Companies Act, 2013 and Regulation 23 of SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015 were in the ordinary course of
business and at arm''s length basis. Your Company has not entered into any contracts /arrangements
/transactions with related parties which could be considered ''material''. Thus, there are no transactions
required to be reported in form AOC-2 under Section 134(3) of the Companies Act. There were no
materially significant related party transactions made by your Company with the Promoters, Directors,
Key Managerial Personnel or other designated persons, which might have potential conflict with the
interest of the Company at large. The Company has developed a Related Party Transactions Policy for the
purpose of identification and monitoring of such type of transactions. Attention of the members is drawn
to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of
the financial statement for the year 2023-2024.
Corporate Governance
The Company conforms to the norms of Corporate Governance as envisaged in the Listing Regulations
with the Stock Exchange. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, and a detailed Compliance Note on
Corporate Governance together with the Auditors Certificate on Corporate Governance is annexed to this
report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (âListing Regulationsâ) 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 or Tribunals
impacting the Going Concern status and Company''s operation in future
There are no significant and material orders issued against the Company by any regulating authority or
court or tribunal affecting the going concern status and Company''s operation 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
Limited. The Company has been suspended from CSE w.e.f. 29/06/2017. However, the Company 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 re-appointed as the
statutory auditors of the Company to hold office for a period of five consecutive year from the
conclusion of the 36th Annual General Meeting till the conclusion of the 41st Annual General Meeting
Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The requirement to place the matter relating to appointment of Auditors for ratification by
members at every AGM is done away with vide notification dated 7th May, 2018 issued by the
Ministry of Corporate Affairs, New Delhi.
Explanations or Comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Statutory Auditors in their Report
The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st
March, 2024 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. The remarks, if any, made by the
Auditors in their Report are properly explained in the Note no. 14 of the Financial Statement.
2. Secretarial Auditors and their Report
M/s. Veenit Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial
Audit of the Company for the financial year 2023-2024 at their meeting of Board of Director on
22nd May, 2023 as required under Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-I to this report.
The report confirms that the Company had complied with the statutory provisions listed under Form
MR -3 and the Company also has proper board processes and compliance mechanism. The report
does not contain qualification, reservation or adverse remark or disclaimer.
3. Internal Auditor
The Members of Board has appointed M/s. Jain N K & Co Chartered Accountant, as Internal Auditors
of the Company for Financial Year 2023-2024 at their meeting on 22 nd May, 2023 under provisions
of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014 as 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 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:
> 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.
> No comment is made on technology absorption, considering the nature of activities undertaken by
your Company during the year under review.
> No Expenditure has been made for research and development during the year under review.
> There were no Foreign Exchange earnings or out go during the year under review.
Shares
The authorized Share capital and the paid-up Equity Share Capital have remained unchanged during
the year under review. The Company has neither issued shares & Securities or any other instruments nor
any corporate benefits during the year under review.
> The Company has not bought back any of its securities during the year under review
> 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.
Human Resources
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 favourable 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.
Reporting of Frauds
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported to the
Audit Committee and / or Board any instances of fraud committed in the Company 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, investor presentations, 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 Managing Director & CEO affirming
compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company
for the financial year 2023-2024 forms part of the Corporate Governance Report.
Board Diversity Policy
In compliances with the provision of the Listing Regulations, 2015, the Board through its Nomination and
Remuneration Committee has devised a Policy on Board Diversity.
The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse
experience and skills, experience, such that it best serves the governance and strategic needs of the
Company leading to competitive advantage. The Board composition is mentioned in available in the
Corporate Governance report that forms part of this Annual Report.
Familiarization Program
Whenever any person joins the Board of the Company as an Independent Director, an induction programme
is arranged for the new appointee, wherein the appointee is familiarized with the Company, his/her roles,
rights and responsibilities in the Company, the Code of Conduct of the Company to be adhered, nature of
the industry in which the Company operates, and business model of the Company etc. The details of such
familiarization programmes have been disclosed on the Company website i.e.
https://www.tspiritualworld.com/Familiarization%20Programmes.html.
Secretarial standards
The Company complies with all applicable secretarial standards issued by the Institute of Company
Secretaries of India.
Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding 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 off during the year
2023-2024.
No of complaints received : Nil
No of complaints disposed off : Nil
No of complaints pending as on end of the financial year : Nil
Disclosures
> The Company has not accepted any fixed deposits during the year under review and accordingly, no
amount on account of principal or interest on deposits from public and/or Members were
outstanding as at March 31, 2024.
> There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company''s operations in future.
> During the year under review, the Company has not issued any Debentures.
> No material changes have taken place that could have an impact on the financial position of the
Company from the date of closure of financial year under review till the date of signing of Accounts.
> There is no change in the nature of business of the Company.
> Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of
Section 148(1) of the Act are not applicable to the business activities carried out by the Company.
> There is no proceeding initiated or pending against the company under the Insolvency and
Bankruptcy Code, 2016.
> During the year under review, the Company has not required transferred any shares in IEPF
(Investors Education & Protection Fund).
> During the year under review Company does not come under failure of implement any Corporate
Action.
> During the year under review, the Company has not required the Compliance of Regulation 32 of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and is of the view that the
same is not applicable to company as the Company has not issued any share by way of public issue,
Right Issue, Preferential Issue etc.
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 and your Co-operation & never failing support.
By Order of the Board
For T. Spiritual World Limited
Netra Bahadur Ranabhat Biswajit Barua
(Managing Director & CEO) (Director)
(DIN:06716666) (dIN: 06992250)
Regd. Office : 4, Netaji Subhas Road, 1st Floor,
Kolkata - 700 001
CIN : L63040WB1986PLC040796
Email : complianceofficer@tspiritualworld.com
Website : www.tspiritualworld.com
Date : 26/06/2024
Mar 31, 2014
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
2013Â14 compared to Rs. 2,265.26 lacs during Financial Year 2012Â13.
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
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present the 27th Annual Report together
with the Audited Statement of Accounts and the Auditors Report of your
company for the year ended 31st March 2013.
The Financial highlights for the year under review are given below:
FINANCIAL RESULTS
(Rs.in Lacs)
Particulars 31st March, 2013 31st March, 2012
Total Income 2,265.26 1,635.89
Less: Expenses 2,221.95 1,575.69
Profit before Depreciation 43.31 60.20
Less: Depreciation 2977 42.16
Profit before Taxation 13.54 18.04
Less: Taxation 0.14 0.59
Profit after Tax 13.40 17.45
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. 2,265.26 lacs in Financial Year
2012-13 compared to Rs. 1,635.89 lacs during Financial Year 2011-12.
The Net Profit generated by the Company during the year under review is
Rs.13.40 lacs, as compared to the previous year Rs. 17.45 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 :
The tenure of Mr. Baldev Singh, Whole time Director which was expired
on 30/06/2013. The Board of Directors has been reappointed Mr. Baldev
Singh as whole time Director for further period of Three years we.f.
01/07/2013, subject to approval of members at the at ensuing Annual
General Meeting.
Mr. Rajendra Singh, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for reappointment. Your
directors commend his reappointment.
Mr. Abhishek Kumar Jain, Director of the Company retires by rotation at
the ensuing Annual General Meeting and is eligible for reappointment.
Your directors commend his reappointment.
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 Calcutta Stock Exchange
and Bombay Stock Exchange. Listing fees has already been paid in
pursuance to clause 38 of the listing agreement.
AUDITORS & AUDITORS OBSERVATIONS :
M/s. S. R. Ghedia & Associates, Chartered Accountants, Mumbai, the
auditors of the company who hold office until the conclusion of the
forthcoming Annual General Meeting, being eligible, offer themselves
for re- appointment, if made, would be within the prescribed limits
under Section 224(1B) of the Companies Act, 1956.
The observations of the Auditors as referred to in the Auditor''s Report
are properly explained in the financial statements.
CORPORATE GOVERNANCE :
A separate section on Corporate Governance is included in the Annual
Reports and the certificate from M/s. Rajesh Kumar Mishra & Co,
Practicing Company Secretary, Kolkata affirming compliance with the
various conditions of Corporate Governance as enumerated in clause 49
of the listing of agreement is annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS :
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.
COMPANY SECRETARY :
The Company Secretary has resigned from the post of Company Secretary
cum compliance officer. Effective steps have been taken to employ an
experienced company secretary under section 383A and other applicable
provisions of Companies Act, 1956 on the whole time basis but till date
the company has not found suitable candidates for the post. However,
the Company has complied with all the legal compliances through
Practicing Company Secretary.
SECRETARIAL AUDIT REPORT :
The Secretarial Audit report for the year March 31, 2013 issued by M/s.
Rajesh Kumar Mishra & Co, Practicing Company Secretary, Kolkata
confirming compliance with all the applicable provisions of Corporate
Laws and the Listing Agreement is provided separately in the Annual
Report.
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.
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, 2013, 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, 2013 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.
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 : 30/07/2013
(Baldev Singh)
Whole Time Director
Mar 31, 2012
The Directors are pleased to present the 26th Annual Report together
with the Audited Statement of Accounts and the Auditors Report of your
company for the year ended 31st March 2012. The Financial highlights
for the year under review are given below:
FINANCIAL RESULTS
(Rs. in Lacs)
For the year ended 31st March, 2012 31st March, 2011
Total Income 1597.76 1793.35
Profit Before Depreciation
and Tax 60.20 81.90
Less: Depreciation 42.16 52.75
Profit before Taxation 18.04 29.15
Less: Provision for Tax 0.59 9.01
Profit after Tax 17.45 20.14
Add: Balance of Profits
for earlier years 457.87 437.73
Balance available for
Appropriation 475.32 457.87
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. 1597.76 lacs in Financial Year
2011-12 compared to Rs. 1793.35 lacs during Financial Year 2010-11. The
Net Profit generated by the Company during the year under review is
Rs.17.45 lacs, as compared to the previous year Rs. 20.14 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.
DIRECTOR
Mr. A. A. Sisodia, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for reappointment. Your
directors commend his reappointment.
Mr. M. K. Bothra, Director of the Company retires by rotation at the
ensuing Annual General Meeting and is eligible for reappointment. Your
directors commend his reappointment.
LISTING OF SHARES
Equity shares of the Company are listed with Calcutta Stock Exchange
and Bombay Stock Exchange. Listing fees has already been paid in
pursuance to clause 38 of the listing agreement.
AUDITORS & AUDITORS OBSERVATIONS
M/s. S. R. Ghedia & Associates, Chartered Accountants, Mumbai, the
auditors of the company who hold office until the conclusion of the
forthcoming Annual General Meeting, being eligible, offer themselves
for re- appointment, if made, would be within the prescribed limits
under Section 224(1B) of the Companies Act, 1956.
The observations of the Auditors as referred to in the Auditor's Report
are properly explained in the financial statements.
COMPANY SECRETARY
The Company Secretary has resigned from the post of Company Secretary
cum compliance officer. Effective steps have been taken to employ an
experienced company secretary under section 383A and other applicable
provisions of Companies Act, 1956 on the whole time basis but till date
the company has not found suitable candidates for the post. However,
the Company has complied with all the legal compliances through
Practicing Company Secretary.
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.
CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Reports and the Certificate from Company's auditors confirming the
compliance with the code of Corporate Governance as enumerated in
clause 49 of the listing of agreement with the Stock Exchange is
annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS
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.
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 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 organisation. 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.
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, 2012, 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, 2012 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.
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
(Baldev Singh)
Whole Time Director
Place : Kolkata
Date : 02/08/2012
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the 25th Annual Report together
with the Audited Statement of Accounts and the Auditors Report of your
company for the year ended 31st March 2011. The Financial highlights
for the year under review are given below:
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars 31st March, 2011 31st March, 2010
Total Income 1793.35 2788.50
Profit Before Depreciation
and Tax 81.90 87.41
Less : Depreciation 52.75 50.49
Profit Before Taxation 29.15 36.92
Less : Provision for Tax 9.01 11.30
Profit after Tax 20.14 25.62
Add: Balance of Profits for
earlier years 437.73 412.11
Balance available for
Appropriation 457.87 437.73
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.1793.35 lacs in Financial Year
2010Ã11 compared to Rs. 2788.50 lacs during Financial Year 2009Ã10. The
Net Profit generated by the Company during the year under review is
Rs.20.14 lacs, as compared to the previous year Rs. 25.62 lacs.
FUTURE OUTLOOK
The Company's IT services continue to do well despite the challenges of
competition and increased costs of manpower. 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.
DIRECTOR
Mr. Rajendra Singh director of the Company, retire by rotation at the
ensuing Annual General Meeting and is eligible for reappointment.
Mr. Abhishek Kumar Jain, Director of the Company, retires by rotation
at the ensuing Annual General
Meeting and is eligible for reappointment.
Necessary resolutions for the reappointment of the aforesaid directors
have been included in the notice convening the Annual General Meeting.
AUDITORS & AUDITORS OBSERVATIONS
At 24th Annual General Meeting of the Company held on 24/09/2010, M/s.
Mohindra Arora & Co., Chartered Accountants, Delhi, were re-appointed
as statutory auditors of the company to hold office as such until the
conclusion of the ensuing Annual General Meeting of the company. M/s.
Mohindra Arora & Co., Chartered Accountants, Delhi now expressed their
unwillingness to be re-appointed as such statutory auditors of the
company. It is therefore proposed to appoint in their place M/s. S. R.
Ghedia & Associates, Chartered Accountants, Mumbai, as statutory
auditors of the company as stated in the relevant resolution on the
terms set out therein.
M/s. S. R. Ghedia & Associates, Chartered Accountants, Mumbai, who have
given certificate of their eligibility and willingness to act as
statutory auditors of the company. It is in the above circumstances
that the resolution in these items of the notice is proposed to be
passed and is recommended for your acceptance.
The observations of the Auditor's as referred to in the Auditor's
Report are suitably explained in the notes to the Accounts.
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.
CORPORATE GOVERNANCE:
A separate section on Corporate Governance is included in the Annual
Reports and the Certificate from Company's auditors confirming the
compliance with the code of Corporate Governance as enumerated in
clause 49 of the listing of agreement with the Stock Exchange is
annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS
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.
HRD INITIATIVES
It is the endeavour of the company to create in its employees a sense
of belonging, and an environment that promotes openness, creativity and
innovation. All our manpower initiatives are implemented with the aim
of maximizing productivity and aligning organizational needs with
employees aspirations. Your Company plans to take requisite steps by
bringing in the essential professionals and infrastructure to provide
solutions and integrate systems for transacting business across the
Internet.
The provision of section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company.
QUALITY INITIATIVES
The Company has established quality management systems and got its
processes examined by certified assessors who have found it to be
conforming to the requirements of ISO 9001:2000 in respect of "Retail
Sale of products like Religious Books, CDs, Yantras, Candles and
Provision of Services for Yoga, Meditation, Astrology, Software
Development and Web Designing."
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.
DIRECTORS RESPONSIBILITY
The Directors confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departure;
(ii) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 2011 and of the profit or
loss of the company for that period;
(iii) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) The directors had prepared the annual accounts on a going concern
basis.
TECHNOLOGY, R&D AND FOREIGN EXCHANGE
The provisions of Section 217(1)(e) of The Companies Act, 1956, with
regard to conservation of energy and technology absorption are not
applicable to the company. The company has not incurred any expenditure
or earned any income in foreign exchange during the period under
review.
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 (Baldev Singh)
Date : 28/07/2011 Whole Time Director
Mar 31, 2010
The Directors are pleased to present the 24th Annual Report together
with the Audited Statement of Accounts and the Auditors Report of your
company for the year ended 31st March 2010. The Financial highlights
for the year under review are given below:
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars 31st March, 31st March,
2010 2010
Total Income 2788.50 3134.79
Profit Before Depreciation and Tax 87.41 82.88
Less : Depreciation 50.49 37.68
Profit Before Taxation 36.92 45.20
Less : Provision for Tax 11.30 10.37
Profit after Tax 25.62 34.83
Add: Balance of Profits for
earlier years 412.11 377.28
Balance available for Appropriation 437.73 412.11
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.2788.50 lacs in Financial Year
2009-10 compared to Rs. 3134.78 lacs during Financial Year 2008-09.
The Net Profit generated by the Company during the year under review is
Rs.25.62 lacs, as compared to the previous years Rs. 34.83 lacs.
FUTURE OUTLOOK
During the year, your company has successfully executed orders and
foresees a large business opportunity in the area of Managed Services.
With skilled manpower, years of experience, database and applications,
the company is now offering its Managed Services to medium and large
organisations.
The company has already diversified into the spirituality sector and
intends to set-up various business divisions. But, looking at the
current economic scenario of the country, the company intends to go
slow in setting up its various divisions. Wellness is a capital
intensive business. Overall future of wellness sector shall remain
positive but with certain restrictions.
DIRECTORS
In accordance with the provision of the Companies Act 1956, Mr.
A.A.Sisodia and Mr M.K.Bothra, Directors of the company retires by
rotation and eligible for re-appointment. Mr. Baldev Singh has been
re-appointed as a Whole Time Director for the period of three years
w.e.f. 1st July 2010 on the terms and conditions laid in the
resolutions in the notice of this AGM.
AUDITORS & AUDITORS OBSERVATIONS
M/s Mohindra Arora & Co., Chartered Accountants, the auditors of the
company who hold office until the conclusion of the forthcoming Annual
General Meeting, being eligible, offer themselves for re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956.
The observations of the Auditors as referred to in the Auditors
Report are suitably explained in the notes to the Accounts.
CORPORATE GOVERNANCE
A separate section on Corporate Governance is included in the Annual
Reports and the Certificate from Companys auditors confirming the
compliance with the code of Corporate Governance as enumerated in
clause 49 of the listing of agreements with the Stock Exchange is
annexed hereto.
MANAGEMENT DISCUSSION AND ANALYSIS
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.
HRD INITIATIVES
It is the endeavour of the company to create in its employees a sense
of belonging, and an environment that promotes openness, creativity and
innovation. All our manpower initiatives are implemented with the aim
of maximizing productivity and aligning organizational needs with
employees aspirations. Your Company plans to take requisite steps by
bringing in the essential professionals and infrastructure to provide
solutions and integrate systems for transacting business across the
Internet.
The provision of section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975 are not applicable to
the Company.
QUALITY INITIATIVES
The Company has established quality management systems and got its
processes examined by certified assessors who have found it to be
conforming to the requirements of ISO 9001:2000 in respect of "Retail
Sale of products like Religious Books, CDs, Yantras, Candles and
Provision of Services for Yoga, Meditation, Astrology, Software
Development and Web Designing."
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.
DIRECTORS RESPONSIBLITY
The Directors confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departure;
(ii) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are 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 2010 and of the profit or
loss of the company for that period;
(iii) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) The directors had prepared the annual accounts on a going concern
basis.
TECHNOLOGY. R&D AND FOREIGN EXCHANGE
The provisions of Section 217(l)(e) of The Companies Act, 1956, with
regard to conservation of energy and technology absorption are not
applicable to the company. The company has not incurred any expenditure
or earned any income in foreign exchange during the period under
review.
ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation of 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 in your Co-operation & never failing support.
By Order of the Board
For T. Spiritual World Limited
Place :KoIkata (Baldev Singh)
Date : 20/08/2010 Whole Time Director
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