Directors Report of TSL Industries Ltd.

Mar 31, 2014

The Members, TSL Industries Ltd. Kolkata-700 001

The Directors have pleasure in presenting before you the 20th ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March,2014.

Amounts in Rs. Particulars FY 2013-14 FY. 2012-13

Gross Income 2301000 1907115

Profit /Loss before Tax 64815 61453

Provision for Taxation - -

Profit/(Loss) after tax 64815 61453

OPERATIONAL HIGHLIGHTS.

Company has made significant efforts in creation of market and name for its quality It services and Software activity. Further to report that Company is taken serious initiatives for development of business and make increase in market share through good marketing strategies. Your directors are therefore confident of coming out with significant growth in the future years and thereby wiping out losses incurred in the previous years and posting a decent growth.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Direction 1997.

DIRECTORS

Mr.Kaushik Sangvi retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. .

During the year Chandulal Sanghavi and Satish Raval have resigned from the directorship of the company due to their pre occupation.

AUDITORS

The Board of directors appointed M/s Mukesh Choksi & Co., Chartered Accountants, Mumbai for the audit of F.Y. 2014-2015 subject to approval of shareholders in AGM.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

The operations of the company are not energy-intensive. However adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient. Currently your company use

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby report that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2014;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report, as Annexure A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

The Board of Directors take the opportunity to thank the Bankers and Government for the Co- operations and support by them from time to time in the operation of the company during the year. The Board also place on record its deep appreciation for the contribution made by the employees at all levels.

Place : Kolkata By order of the Board Date : 01/09/2014 For T S L Industries Limited SD/- (DOLLY N SHAH1) Chairman

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Mar 31, 2012

To, The Members of TSL Industries Ltd. Kolkata-700 001

The Directors have pleasure in presenting before you the 18th ANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

Amount in Rs.

FINANCIAL RESULTS F.Y. 2011-12 F.Y. 2010-11

Gross Income 25,012 83,000

Profit (Loss) Before interest, depreciation and (9,893) 11370 write-offs

Depreciation and write-offs 9,803 9,802

Profit (Loss) After Tax (19,696) (1,568)



OPERATIONAL HIGHLIGHTS

The Company has made significant efforts in creation of market and name for its quality in its IT services and software services. Further to report that Company is taking serious initiatives for development of business and increase its share in market through good marketing strategies. Your directors are therefore confident of coming out with significant growth in the future years and thereby wiping out losses incurred in the previous years and posting a decent growth.

DIVIDEND

For the F.Y. 2011-12 your Company does not proposed any dividend.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Direction 1997.

DIRECTORS

Mr. Kaushik Sanghvi and Mr. Chandulal Sanghvi, Directors of the company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume and other details of directors, who are to be re-appointed as stipulated under clause 49 (IV) (G) of the listing agreement, are furnished in the corporate Governance Report forming part of the Annual Report.

AUDITORS

M/s. Mehul & Associates, Chartered Accountants, Mumbai, the Auditors of the Company retire at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their willingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribed under the provision of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The operations of the company are not energy-intensive. However adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby report that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2012;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report as Annexure A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

The Board of Directors take the opportunity to thank the Bankers and Government for the Co-operations and support by them from time to time in the operation of the company during the year. The Board also places on record its deep appreciation for the contribution made by the employees at all levels.



Place: Mumbai By order of the Board

Date: 31-08-2012 For T S L Industries Limited

SD/- (Suryakant Shah)

Chairman