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T Spirutual World Directors Report, T Spirutual Reports by Directors
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T Spirutual World

BSE: 532444|ISIN: INE541C01037|SECTOR: Computers - Software Medium & Small
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T Spirutual World is not listed on NSE
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Directors Report Year End : Mar '14    Mar 13
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
 201314 compared to Rs. 2,265.26 lacs during Financial Year 201213.
 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
 
Source : Dion Global Solutions Limited
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