Mar 31, 2016
Dear Shareholders,
The Directors are pleased to present the 34th (Thirty-Forth)Annual Report together with the Audited Statement of Accounts and the Auditors Report of your Company for the year ended 31st March, 2016.
The financial results of the Company for the financial year 2015-16 as compared with the previous year are as follows-Financial Results:
(Amount in Rs.)
Particulars |
31st March, 2016 |
31st March, 2015 |
Income |
99,28,553 |
110,55,929 |
Less: Expenses |
58,67,273 |
73,44,202 |
Profit before Depreciation & Taxation |
40,61,280 |
37,11,727 |
Less: Depreciation |
7,07,655 |
19,97,106 |
Profit before Taxation |
33,53,625 |
17,14,621 |
Less: Taxation |
32,95,277 |
16,37,532 |
Profit after Taxation |
58,348 |
77,089 |
Balance carried to Balance Sheet |
571,69,429 |
571,11,081 |
Performance:
The Total Income for the financial year under review is Rs.99,28,553/- against Rs.110,59,929/-in previous year. The Profit before taxation generated by the Company during the year under review is Rs.33,53,625/- as compared to Rs.17,14,621 during the previous year.
Operations:
The Company has been continuously focusing on its existing line of business to improve its profitability in near future. 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 2015-2016. Hence there has been no transfer to Reserves during the financial year 2015-2016.
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 neither accepted nor renewed any deposits during the year under review 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.
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 Managerial Personnel:
Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Jyotiraditya Singha, Mrs. Chanderkala Devi Lakhotia (Woman Director) and Mr. Netrabahadur Ranabhat were appointed as Independent Directors of the Company.
During the year, the Non-Executive Director of the Company had no pecuniary relationship or transaction with company other than the sitting fees, for the purpose of attending meetings of the company.
Mr. Abhishek kumar Jain is being act as Non Executive Director.
Pursuant to the Provision of Section 203 of the Company Act, 2013 the Key Managerial Personnel of the Company are Mr. Vinod Kumar Bothra as a Whole -Time Director, Mr. Biresh Kumar Thaker as a Chief Financial Officer and Mr. Sashi Sekhor Chowdhury as a Company Secretary cum Compliance Officer. There has been no change in the Key Managerial Personnel of the Company during the year.
Policy on Directors'' Appointment and Remuneration:
The Companyâs policy on Directorâs 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. 3,36,000/- during financial year 2015-16.
Particulars of Employees Pursuant to Rule 5 (2) of Companies (Appointment & Remuneration Of Managerial Personnel) Rules, 2014:
None of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Directors Responsibility Statement:
Pursuant to 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, 2016, the applicable 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, 2016 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;
V. the directors have laid down internal financial controls to be followed by the Company and such internal controls are adequate and are operating effectively;
VI. 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.
Declaration of Independent Directors:
All the Independent Directors have given declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the relevant rules aligned with Listing Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 so as to qualify themselves to be appointed as Independent Directors. There has been no change in the circumstances which may affect their status as Non-Executive Independent Director during the year.
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 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 Regulation 19 of the SEBI (LODR) Regulation 2015.
The Companyâs 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 directorâs report.
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, KMPs and Senior Management Personnel and their remuneration.
Statement concerning development and Implementation of Risk Management Policy of the Company:
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, 2016 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure Aâ.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, 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 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.
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.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Listing Regulation, a Vigil Mechanism for directors and employees to report genuine concerns has been established.
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 in earlier years and given long term loans and advances to other parties during the year under review, outstanding at the year- end, except that such advances are given interest free, details of which are given in the Financial Statements.
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, 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.
Subsidiaries, Joint Ventures and Associate Companies:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
Internal Control Systems & 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:
A separate report on Corporate Governance in terms of Regulation 34(3) read with clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with 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 Report:
The Management Discussion and Analysis Report, as required under the Listing Regulations, is given in a separate section and forms part of the Annual Report
Material Changes and Commitments, If any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the 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.
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.
Auditors & Auditors Observations:
The matters related to Auditors and their Reports are as under:
1. Statutory Auditor and their Report:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, M/s. Mohindra Arora & Co., Chartered Accountants (Registration No.:00655IN), were appointed as statutory auditors of the Company from the conclusion of the 32nd Annual General Meeting (AGM) of the Company held on 25th August, 2014 till the conclusion of the 36th Annual General Meeting to be held in the year 2018, subject to ratification of their appointment at every Annual General Meeting.
Members are requested to consider the re-appointment.
The Board recommends the re-appointment of M/s. Mohindra Arora & Co., Chartered Accountants (Registration No.: 00655IN) as the Statutory Auditors of the Company for the Financial year 2016-2017.
Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors in their Reports:
The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2016 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. There were no qualifications, reservations or adverse remarks in the Auditorsâ Report.
2. Secretarial Auditor & his Report:
In terms of Section 204 of the Companies Act,2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vineet Pal & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2015-2016. The report of the Secretarial Auditors in Form MR-3 is enclosed as Annexure-B 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 any qualification, reservation or adverse remark or disclaimer, which requires any further comments or explanations in this report.
3. Internal Auditor:
The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2015-2016 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.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations 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 Companyâs operation in future. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.
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.
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 Limited. Listing fees has already been paid in pursuance to Regulation 14 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Shares:
The authorized Share capital and the paid up Equity Share Capital have remained unchanged during the year under review. The Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.
- 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.
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.
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 Companyâs website www.shreetulsionline.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 2015-16 forms part of the Corporate Governance Report.
Disclosure under The Sexual Harassment of Women 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 2015-16.
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 to achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us, your Co-operation & never failing support.
By Order of the Board
For Shree Tulsi Online.Com Limited
Place : Kolkata
Date : 22/08/2016
Vinod Kumar Bothra
(Whole Time Director)
(DIN No. 00780848)
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)