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Directors Report of Shree Tulsi Online.com Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 33rdAnnual Report together with the Audited Statement of Accounts and the Auditors Report of your Company for the year ended 31st March, 2015.

The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs. in lacs)

Particulars 31st March, 2015 31st March, 2014

Income 110.56 99.29

Less: Expenses 73.44 70.03

Profit before Depreciation & Taxation 37.12 29.26

Less: Depreciation 19.97 12.96

Profit before Taxation 17.15 16.30

Less: Taxation 16.38 0.03

Profit after Taxation 0.77 16.27

Balance as per last Balance Sheet 579.93 563.66

Less: Depreciation in respect of assets whose useful life is over 9.60 0.00

Balance carried to Balance Sheet 571.11 579.93

OPERATIONS

The Total Income for the financial year under review is Rs. 110.56 lacs against Rs. 99.29 lacs in previous year. The Profit before taxation generated by the Company during the year under review is Rs.17.15 lacs as compared to Rs. 16.30 lacs during the previous year.

DIVIDEND AND TRANSFER TO RESERVE

Due to requirement of funds for the existing business activities, your directors do not propose to declare any dividend for the financial year 2014-2015. Hence there has been no transfer to Reserves during the financial year 2014-2015.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance sheet.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by The Institute of Chartered Accountants of India.

DIRECTORS AND KEY MANAGERIALS PERSONNEL

As on date, the Board of Directors of the Company comprises 5 (five) Directors of which 3 (three) are Non- Executive Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.

In accordance with the Companies Act, 2013, Mr. Abhishek Kumar Jain retires by rotation and being eligible offers himself for reappointment.

Mr. Vinod Kumar Bothra, Whole-time Director whose term ends on 31/07/2015 and your Directors recommend Mr. Vinod Kumar Bothra re-appointment for a further period of 3 (three) years upto 31/07/2018.

The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 has been disclosed in the Corporate Governance Report., which forms the part of the Directors Report.

REMUNERATION OF THE KEY MANAGERIAL PERSONNEL

Mr. Vinod Kumar Bothra (Whole Time Director) has received the remuneration of Rs. 3.28 lacs during financial year 2014-15.

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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors responsibility statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2015 and of the profits of the Company for the year ended on that date;

c) 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;

d) that the annual accounts have been prepared on a going concern basis;

e) that Directors have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report. The details pertaining composition of Audit Committee are included in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The Company's policy appointment and remuneration and other matter provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which part of the director's report.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame implement and monitor risk management plan for the Company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis.

NUMBER OF MEETING OF THE BOARD

During the year, 6 (Six) Board Meetings were convened and held.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure A".

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 do not apply to our Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct and 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the Company has made investments in earlier years, details of which are given in the Financial Statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and hence enclosing of FORM AOC-2 is not required.

The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

At the Annual General Meeting held on 25/08/2014, M/s Mohindra Arora & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s Mohindra Arora & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Secretarial Auditor & his Report:

M/s. Vineet Paul & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as "Annexure B" to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

3. Internal Auditor

The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2014-2015 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. 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.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Mohindra Arora & Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report for the year under review is given below :

MARKET ENVIRONMENT

Global corporations view India as one of the key markets from where future growth is likely to emerge. The growth in India's consumer market would be primarily driven by a favorable population composition and increasing disposable incomes. A recent study by the McKinsey Global Institute (MGI) suggests that if India continues to grow at the current pace, average household incomes will triple over the next two decades, making the country the world's fifth-largest consumer economy by 2025, up from the current 12th position.

India's market is consumer driven, with spending anticipated to more than double by 2025. The Indian consumer segment is broadly segregated into urban and rural markets, and is attracting marketers from across the world.

FUTUTE PROSPECTS AND GOVERNMENT POLICY

The Trading sector in India is expected to generate better momentum in the next few years due to increased investments in infrastructural facilities .Factors such as reduced transaction costs and time, improved port gate management and better fiscal incentives would contribute to the trading sector's growth.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement of particulars under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy, technology absorption and Foreign Exchange Earnings and outgo are given below:

a) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your Company during the year under review.

c) No Expenditure has been made for research and development during the year under review.

d) There were no Foreign Exchange Earnings or out go during the year under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

LISTING OF SHARES

The equity shares of your Company are listed with The Calcutta Stock Exchange Ltd and are also traded under permitted category at BSE Ltd. Listing fees has already been paid in pursuance to Clause 38 of the Listing Agreement.

SHARES

The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

HRD INITIATIVES

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the upliftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 .

There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website www.shreetulsionline.com. on a regular basis.

CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Whole time Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

By Order of the Board

For Shree Tulsi Online.Com Limited

Date : 20/08/2015

Place : Kolkata

Vinod Kumar Bothra

(Whole Time Director)


Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 32nd 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 1771.44 2,183.63

Profit before Depreciation & Tax 29.26 103.07

Depreciation 12.96 17.07

Profit before Tax 16.30 86.00

Less - Tax 0.03 2.11

Profit after Tax 16.27 83.89

Add: Balance of Profits for earlier years 563.66 479.77

Balance carried to Balance Sheet 579.93 563.66

DIVIDEND

Due to requirement of funds for the existing busin ess activities, your directors do not propose to declare any dividend for the financial year 2013-2014.

PERFORMANCE

The Total Income for the financial year under review is Rs. 1,771.44 lacs against Rs.2183.63 lacs in previous year.The Net Profit generated by the company during the year under review is Rs. 16.27 lacs as compared to Rs. 83.89 lacs during the previous year.

DIRECTORS

As on date, the Board of Directors of the Company comprises Five Directors of which three are Non- Executive Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.

Appointment.

In terms of Section 149 of the Companies Act, 2013, an Independent Director shall hold office for a term up to five years on the Board of a Company.

The Board of Directors in their meeting held on 15.07.2014 has appointed Mr. Jyotiraaditya Singha and Mr. N. B. Ranabhat as the Independent Directors of the Company for a term of five years term up to 28.05.2017 and 12.11.2018 respectively.

Mr. H. S. Talreja resigned from the Board and Audit committee as well as / Share Holders / Investors Grievances Committee w.e.f. 13/11/2013, due to his preoccupation in other work. The Board places on record its gratitude for the services rendered by him during the tenure as director of the company.

Mr. Kuldeep Rawat resigned from the Board and Audit committee as well as / Share Holders / Investors Grievances Committee w.e.f. 26/05/2014, due to his preoccupation in other work. The Board places on record its gratitude for the services rendered by him during the tenure as director of the company.

Pursuant to Section 149, 152 Schedule IV of the Companies Act, 2013 read with Companies

(appointment and qualification of Director) Rules, 2014, Mrs. Chanderkala Devi Lakhotia (Woman Director) is appointed as independent Director of the company w.e.f 25.07.2014 for a term of five years.

The Notice convening the Annual General Meeting includes the proposals for appointment / re- appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

LISTING OF SHARES

Equity shares of your Company are continued to be Listed with Calcutta Stock Exchange and are also traded under permitted category at Bombay Stock Exchange. Listing fees has already been paid in pursuance to Clause 38 of the Listing Agreement.

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 AND INTERNAL AUDIT

The Company has in place well-defined internal control mechanisms and comprehensive internal audit programmes with the activities of the entire organisation under its ambit. The internal audit programme is reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports are placed before the Committee on a quarterly basis.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., Chartered Accountant (Registration No. 00655IN) Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. In terms of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Mohindra Arora & Co., Chartered Accountant (Registration No. 00655IN) are eligible to be re-appointed for a period of 4 years which is subject to annual ratification by the members of the Company.

The Board of Directors upon the recommendation of the Audit Committee proposes the re-appointment of M/s. Mohindra Arora & Co., Chartered Accountant (Registration No. 00655IN) as the Statutory Auditors of the Company for a period of four years, subject to the approval of the members at the Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors'' Report which require any explanation from the Board of Directors.

FIXED DEPOSITS

The company has not accepted any public deposit and, since incorporation u/s 58A of the Companies Act, 1956.

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 Agreements with the Stock Exchange is annexed hereto.

CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with Stock Exchange is presented separately forming part of the Annual Report.

HRD INITIATIVES

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the upliftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

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.

The company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs with employees'' aspirations.

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.shreetulsionline.com. on a regular basis.

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) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c.i) No Expenditure has been made for research and development during the year under review.

c.ii) To enhance its capability and customer service, the company continues to make investment in R&D. The R&D activities are carried out in-house in the e-business solutions, knowledge management, Software development, etc.

c.iii) The benefits of R&D have led to improved performance due to upgradation of existing knowledge. The R&D has resulted in direct benefits in improved productivity and customer service.

c.iv) The on-going process of R&D will be directed towards creation of new software tools and utilities, development of advanced techniques and process and will help in the development of the company. The company will continue to leverage new technologies and upgrade existing performance. This will enable the company to introduce and implement new technology to meet changing market.

d) There were no Foreign Exchange earnings or out go during the year 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 and your Co-operation & never failing support.

By Order of the Board For Shree Tulsi Online.Com Limited

Date : 25.07.2014 Place : Kolkata

V. K. Bothra (Whole Time Director)


Mar 31, 2013

TO THE SHAREHOLDERS

Dear Shareholders,

The Directors are pleased to present the 31st 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 2,183.63 1,823.41

Profit before Depreciation & Tax 103.07 73.17

Depreciation 17.07 23.04

Profit before Tax 86.00 50.13

Less - Tax 2.11 1.51

Profit after Tax 83.89 48.62

Add: Balance of Profits for earlier years 479.77 431.15

Balance carried to Balance Sheet 563.66 479.77

DIVIDEND

Due to requirement of funds for the existing business activities, your directors do not propose to declare any dividend for the financial year 2012-2013.

PERFORMANCE

The Total Income for the financial year under review is Rs.2183.63 lacs against Rs.1,823.41 lacs in previous year registering an increase of about 19.75%. The Net Profit generated by the company during the year under review is Rs.83.89 lacs as compared to Rs. 48.62 lacs during the previous year.

DIRECTORS

Mr. Haresh Sunderdas Talreja was appointed as an Additional Director (Non-Executive Independent) of the Company w.e.f. 29/05/2013. He holds the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice together with necessary deposit, as provided under section 257 of the Companies Act 1956, from a shareholder proposing the appointment of Mr. Haresh Sunder Das Talreja as a Director of the Company at the ensuing Annual General Meeting.

Mr.Abhishek Kumar Jain, director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Mr. Baldev Singh resigned from the Board w.e.f. 29/05/2013, due to his preoccupation in other work. The Board places on record its gratitude for the services rendered by him during the tenure as director of the company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility Initiatives and focuses on key areas as education, healthcare etc in accordance with the provisions of the relevant Acts and rules made there on.

LISTING OF SHARES

Equity shares of your Company are continued Listed with Calcutta Stock Exchange and are also traded under permitted category at Bombay Stock Exchange. Listing fees has already been paid in pursuance to clause 38 of the listing agreement.

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.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., 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.

FIXED DEPOSITS

The company has not accepted any public deposit and, since incorporation u/s 58A of the Companies Act, 1956.

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 agreements with the Stock Exchange is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing agreement with Stock Exchange is presented separately forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY

The Company has proper and adequate Internal Control systems 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. All transactions are properly checked, verified, recorded and reported correctly. The audit committee actively reviews internal control systems as well as financial disclosure.

HRD INITIATIVES

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the upliftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

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.

The company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs with employees'' aspirations.

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.

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) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c. i) No Expenditure has been made for research and development during the year under review.

c. ii) To enhance its capability and customer service, the company continues to make investment in R&D. The R&D activities are carried out in-house in the e-business solutions, knowledge management, Software development, etc.

c. iii) The benefits of R&D have led to improved performance due to upgradation of existing knowledge. The R&D has resulted in direct benefits in improved productivity and customer service.

c. iv) The on-going process of R&D will be directed towards creation of new software tools and utilities, development of advanced techniques and process and will help in the development of the company. The company will continue to leverage new technologies and upgrade existing performance. This will enable the company to introduce and implement new technology to meet changing market.

d) There were no Foreign Exchange earnings or out go during the year 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 and your Co-operation & never failing support.

By Order of the Board

For Shree Tulsi Online.Com Limited

Date : 29/07/2013

Place : Kolkata V. K. Bothra

(Whole Time Director)


Mar 31, 2012

The Directors are pleased to present the 30th 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)

Particulars 31st March, 2012 31st March, 2011

Total Income 1823.41 1418.79

Profit before Depreciation & Tax 73.17 100.12

Depreciation 23.04 28.08

Profit before Tax 50.13 72.04

Less - Tax 1.51 22.26

Profit after Tax 48.62 49.78

Add: Balance of Profits for earlier years 431.15 381.37

Balance carried to Balance Sheet 479.77 431.15

DIVIDEND

Due to requirement of funds for the exiting business activities, your directors do not propose to declare any dividend for the financial year 2011-2012.

PERFORMANCE

Your Directors are pleased to inform you that your company entered the new millennium with great achievement and promise for the future. The proactive and path breaking initiatives of business development played a major role in your company closing year with extra-ordinary achievements.

The Total Income for the financial year under review is Rs.1823.41 lacs against Rs.1418.79 lacs in previous year registering an increase of about 28.52%. The Net Profit generated by the company during the year under review is Rs.48.62 lacs as compared to Rs. 49.78 lacs during the previous year.

DIRECTORS

The tenure of Mr. Vinod Kumar Bothra, Whole time Director will be expired on 31/07/2012. The Board of Directors has been reappointed Mr. Vinod Kumar Bothra as Whole Time Director for further period of three years w.e.f. 01/08/2012 subject to approval of members at the ensuing Annual General Meeting.

Mr. Jyotiraaditya Singha was appointed as an Additional Director (Non-Executive Independent) of the Company w.e.f. 29/05/2012. He holds the office up to the date of ensuing Annual General Meeting. The Company has received requisite notice together with necessary deposit, as provided under section 257 of the Companies Act 1956, from a shareholder proposing the appointment of Mr. Jyotiraaditya Singha as a Director of the Company at the ensuing Annual General Meeting.

Mr. K.Rawat, director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

COMPANY SECRETARY

Mr. S.S. Chowdhury, Member of Institute of Company Secretaries of India has been appointed Company Secretary cum Compliance Officer of the Company w.e.f 24/01/2012 ,pursuant to the provisions of section 383A and other applicable provisions of the Companies Act, 1956.

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange Equity shares of the company are traded under permitted category at Bombay Stock Exchange w.e.f 23rd July 2012. Listing fees has already been paid in pursuance to clause 38 of the listing agreement.

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.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., 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.

FIXED DEPOSITS

The company has not accepted any public deposit and, since incorporation u/s 58A of the Companies Act, 1956.

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 agreements with the Stock Exchange is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing agreement with Stock Exchange is presented separately forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY

The Company has proper and adequate Internal Control systems 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. All transactions are properly checked, verified, recorded and reported correctly. The audit committee actively reviews internal control systems as well as financial disclosure.

HRD INITIATIVES

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the upliftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

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.

The company, on its part, would endeavor to tap individual talents and through various initiatives, ingrain in our human resources, a sense of job satisfaction that would, with time, percolates down the line. It is also the endeavor of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation.

All the manpower initiatives including training, meetings and brainstorming sessions are implemented with the aim of maximizing productivity and aligning organizational needs with employees' aspirations.

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.

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) Your Company, being involved in IT activities has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c.i) No Expenditure has been made for research and development during the year under review.

c.ii) To enhance its capability and customer service, the company continues to make investment in R&D. The R&D activities are carried out in-house in the e-business solutions, knowledge management, Software development, etc.

c.iii) The benefits of R&D have led to improved performance due to upgradation of existing knowledge. The R&D has resulted in direct benefits in improved productivity and customer service.

c.iv) The on-going process of R&D will be directed towards creation of new software tools and utilities, development of advanced techniques and process and will help in the development of the company. The company will continue to leverage new technologies and upgrade existing performance. This will enable the company to introduce and implement new technology to meet changing market.

d) There were no Foreign Exchange earnings or out go during the year 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 and your Co-operation & never failing support.

By Order of the Board

For Shree Tulsi Online.Com Limited

Date : 31/07/2012

Place : Kolkata V. K. Bothra

(Whole Time Director)


Mar 31, 2011

Dear Shareholder,

The Directors are pleased to present the 29th 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 1418.79 1027.73

Profit Before Depreciation & Tax 100.12 110.68

Depreciation 28.08 18.85

Profit Before Tax 72.04 91.83

Less – Tax 22.26 28.27

Profit After Tax 49.78 63.56

Add: Balance of Profits for earlier years 381.37 317.80

Balance carried to Balance Sheet 431.15 381.37

DIVIDEND

Due to requirement of funds for the exiting business activities, your directors do not propose to declare any dividend for the financial year 2010-2011.

PERFORMANCE

Your Directors are pleased to inform you that your company entered the new millennium with great achievement and promise for the future. The proactive and path breaking initiatives of business development played a major role in your company closing year with extra-ordinary achievements.

The Total Income for the financial year under review is Rs.1418.79 lacs against Rs. 1027.73 lacs in previous year registering an increase of about 38%. The Net Profit generated by the company during the year under review is Rs.49.78 lacs as compared to Rs. 63.56 lacs during the previous year.

DIRECTORS

Mr. Abhishek Kumar Jain, Director of the company, will retire by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for reappointment.

COMPANY SECRETARY

The Company is obliged to employ a Company Secretary under section 383A and other applicable provisions of companies Act 1956 on the Whole time basis. Effective steps have been taken but till date not found suitable candidates for the post. However your directors have complied with all the legal compliances through practicing Company secretary.

SHIFTING OF REGISTERED OFFICE

The Board of Directors of the Company confirmed that the Registered Office of your Company has been shifted to 4, Netaji Subhas Road (1st Floor), Kolkata – 700001 for better accommodation and exploring of new line of business.

AUDITORS & AUDITORS OBSERVATION

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 Auditor's Report are suitably explained in the notes to the account.

FIXED DEPOSITS

The company has not accepted any public deposit and, since incorporation u/s 58A of the Compa- nies Act, 1956.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the listing agreement with Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report together with the Auditors' certificate on compliance of the conditions of Corporate Governance form part of this Annual Report.

HRD INITIATIVES

Your Directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the company to achieve the current status it enjoys in the industry.

It is the endeavour of the company to create in its employees a sense of belonging, and an environ- ment that promotes openness, creativity and innovation. All our manpower initiatives are imple- mented with the aim of maximizing productivity and aligning organizational needs with employees aspirations.

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits prescribed in Companies (Par- titular's of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(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 2011 and of the profit of your company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate ac- counting 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 have 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 employ- ees 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.

For and on behalf of the Board of Directors

Place: Kolkata V.K.Bothra

Date: 29/07/2011 (Whole Time Director)

 
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