Dear Members,
The Board of Directors have the pleasure in presenting the Companies 37th Annual Report
together with the Audited Financial Statements for the financial year ended 31st March,
2023 along with the Auditors Report thereon.
The financial highlights of the Company for F.Y. 2022-2023 are given below:
Financial Results
(Amount in Lakhs)
Particulars |
31st March, 2023 |
31st March, 2022 |
| Income |
0.18 |
5.21 |
| Less: Expenses |
18.43 |
17.58 |
Profit before Exceptional Items & Taxation |
(18.25) |
(12.38) |
| Less: Exceptional Items |
|
105.86 |
| Less: Tax Expenses |
|
|
Profit after Exceptional Items and Taxes |
(18.25) |
(118.24) |
Performance
The Total Income for the financial year under review is Rs. 0.18 Lakh against Rs. 5.21
Lakh in previous year. The Net loss after taxation generated by the company during the
year under review was Rs. (18.25 Lakh) as compared to loss of Rs. (118.24 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 2022-2023.
Compliance with the Indian Accounting Standards
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2023 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. Ganga Sahai (DIN: 07116838), who was appointed as an Independent
Director of the Company for a term of five years up to 02/10/2022, by the members at the
32nd Annual General Meeting, in terms of Section 149 of the Companies Act, 2013, be and is
hereby re-appointed as an Independent Director of the Company for a second term of five
consecutive years commencing from October 03, 2022 up to October 02, 2027, not liable to
retire by rotation.
During the year Mr. Netra Bahadur Ranabhat (DIN: 06716666) appointed as Whole-time
Director of the Company for a period of 3 (Three) years i.e. starting from 19/08/2022 to
18/08/2025, as recommended by Nomination and Remuneration Committee and shareholder
approval at 36th AGM, due to Death of Mr. Hanuman Hindumal Singhi.
The Board of Directors at its Meeting held on July 24, 2023, based on the
recommendation of the Nomination and Remuneration Committee, has appointed Mr. Biswajit
Barua as an Non-Executive Independent (Additional) Director for consecutive 5 (Five) years
for the period from 24/07/2023 to 23/07/2028, subject to the approval of the Members of
the Company at the this Annual General Meeting. The resolutions seeking approval of
members on item No. 2 of notice for convening this Annual General Meeting along with the
requisite disclosures/explanatory statement are included.
Mr. Ganga Sahai (DIN: 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.
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 ["IICA"] 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 37th 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 Directors 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, 2023, 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, 2023 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, 2023 is available on the website of the Company
www.tspiritualworld.com.
Disclosure regarding Companys 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
Companys 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 2022-2023, 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 arms 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 2022-2023.
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 Regulations") 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 Companys 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 Companys 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, 2023 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. 17 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 2022-2023 at their meeting of
Board of Director on 24th May, 2022 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 2022-2023 at their meeting on 24th
May, 2022 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 Companys website i.e.
www.tspiritualworld.com on a regular basis.
Code of Conduct
As prescribed under Listing Regulation, 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 2022-2023 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 2022-2023.
| 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, 2023. There are no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and the Companys 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 |
(Whole-Time Director) |
(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 : 24/07/2023 |
|
+91-9892691696
