T. Spiritual World Ltd Directors Report.

Dear Members,

The Board of Directors have the pleasure in presenting the Companies 33rd Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2019 along with the Auditors Report thereon.

Compliance with the Indian Accounting Standards

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2019 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.

Financial Results (Amt in Rs.)

Particulars 31st March, 2019 31st March, 2018
Income 1,407,305 7,534,207
Less: Expenses 6,712,216 6,112,526
Profit before T axation (5,304,911) 1,421,681
Less: Exceptional Items 9,295,480 47,388,494
Less: Tax Expenses 235,475 (451,492)
Profit after Exceptional Items and Taxes (14,835,866) (45,515,321)

Performance

The Total Income for the financial year under review is Rs. 1,407,305/- against Rs.7,534,207/- in previous year. The Net loss after taxation generated by the company during the year under review was Rs. 14,835,866/- as compared to loss of Rs. 45,515,321/- 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 2018-19.

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 and Independent directors including One Woman Director.

Mr. Ganga Sahai and Mr. Kishan Singh have been appointed as Additional Director w.e.f. 03/10/2017 under Independent Directors Category. Further, your Board has proposed to appoint Mr. Ganga Sahai and Mr. Kishan Singh as Non-executive Independent Director for consecutive 5 (Five) years for the period from 03/10/2017 up to 02/10/2022 and in terms Listing Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and 149 of the Companies Act, 2013 at 32nd Annual General Meeting and approved by members.

During the year Board of Directors have appointed Miss Nikita Roy (ACS 45347) as Company Secretary in Whole-Time Employment with effect from 26th December, 2018 in due compliance of Section 203 of the Companies Act, 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Board also appointed Miss Nikita Roy Company Secretary, as Compliance Officer in terms of Regulation 6(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

Further the Board of Directors at their meeting held on 15/04/2019, appointed Mrs. Sushma Rana as Chief Compliance Officer (Key Managerial Personnel) in terms of Section 203 of the Companies Act, 2013 of Company and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

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 36th 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, 2019, 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, 2019 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 framed (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 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2019 made under the provisions of Section 92 (3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and administration) Rules, 2014 is given in Form No. MGT-9 as Annexure-I and the same 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 www.tspiritualworld.com.

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 behavior, 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.

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 Section186 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

There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and hence enclosure of FORM AOC-2 with the Board Report is not required. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions.

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, 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. 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 appointed as the statutory auditors of the Company to hold office for a period of five consecutive year from the conclusion of the 31st Annual General Meeting till the conclusion of the 36th 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, 2019 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. 21 of the Financial Statement.

2. Secretarial Auditors and their Report

M/s. Vineet Pal & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2018-19 at their meeting of Board of Director on 12th February, 2019 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-II 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 contains qualification, reservation or adverse remark or disclaimer for further comments or explanations are provided below:

During the year the Company has not appointed the Chief Financial Officer as key managerial personnel, pursuant to Section 203 of the Companies Act 2013 and rules made there under.

Explanations or Comments on Qualifications. Reservations or Adverse Remarks or Disclaimers made by the Secretarial Auditors in their Report:-

Company has appointed Mrs. Sushma Rana as Chief Finance Officer as key managerial personnel on 15.04.2019.

3. Internal Auditor

The Members of Board has appointed M/s Bhutoria & Associates, Chartered Accountant, as Internal Auditors of the Company for Financial Year 2018-19 at their meeting on 12th February, 2019 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 paidup 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 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.

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 2018 -19 forms part of the Corporate Governance Report.

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 2018-19.

No of complaints received : Nil
No of complaints disposed off : Nil

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

Vinod Kumar Jha Ganga Sahai
(Whole-Time Director) (Director)
(DIN: 07799924) (DIN: 07116838)
Place: Kolkata
Date: 14th Day of August, 2019