The Directors are pleased to present the 28th 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                      1,915.43             2,265.26

Less: Expenses                    1,884.12             2,221.95

Profit before Depreciation           31.31                43.31

Less: Depreciation                   21.61                29.77

Profit before Taxation                9.69                13.54

Less: Taxation                        3.25                 0.14

Profit after Tax                      6.45                13.40

Due to growing requirement of fund for the future business activities, your Directors have decided not to recommend dividend for the year under review.

PERFORMANCE::

Total Revenue of your Company is Rs. 1,915.43 lacs in Financial Year 2013-14 compared to Rs. 2,265.26 lacs during Financial Year 2012-13. The Net Profit generated by the Company during the year under review is Rs. 6.45 lacs, as compared to the previous year Rs. 13.40 lacs.

FUTURE OUTLOOK::

The Company has already entered the wellness sector with its products and services. This sector is growing rapidly. The Company intends to further expand in this sector.

DIRECTORS::

As on March 31, 2014, the Board of Directors of your Company comprised of Five Directors one of whom is the Whole-time Director. The remaining four directors are non-executive and independent directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 25 July, 2014 recommended appointment of Mr. Alam Ali Sisodia, Mr. Manoj Kumar Bothra and Mrs. Chanderkala Devi Lakhotia as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 28th Annual General Meeting subject to approval of the Members of the Company. These

Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

The Board recommends the resolutions for your approval for the above appointments.

COMPANY SECRETARY: :

Mr. Pradeep Soni, ACS-25181, Member of Institute of Company Secretaries of India has been appointed as Company Secretary cum Compliance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY::

The Company has adopted Corporate Social Responsibility Initiatives. The Company, in keeping with its Corporate Social Responsibility policy, focuses on healthcare, education and other social initiatives.

LISTING OF SHARES::

Equity shares of the Company are listed with The Calcutta Stock Exchange Limited and BSE Limited. Listing fees has already been paid in pursuance to Clause 38 of the Listing Agreement.

AUDITORS & AUDITORS OBSERVATIONS::

M/s. S. R. Ghedia & Associates, Mumbai, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 ('the Act') read with the Rules made thereunder, M/s. S. R. Ghedia & Associates, Mumbai, can be appointed as the Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 33rd AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. Members are requested to consider their appointment for a period of Five years.

The Audit Committee and Board of Directors have recommended the appointment of M/s. S. R. Ghedia & Associates, Chartered Accountants as the Statutory Auditors of your Company.

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

CORPORATE GOVERNANCE::

A separate section on Corporate Governance is included in the Annual Reports and the certificate from Company's Auditor 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT::

In compliance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

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 SYSTEMS & THEIR ADEQAUCY::

Your Company remains committed to maintain, high standards of internal control designed 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. The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosure.

HRD INITIATIVES::

Employees are the key resource for the Company. The Company has been able to create and continuously improve a favorable work environment that encourages novelty and meritocracy at all levels. The Company has been built on the foundations of people being the key drivers to growth of the organization. People are at the core of its Vision, which espouses mutual positive regard, career building and providing opportunities for learning, thinking, innovation and growth. The Company offers an environment where all-round development is as much of a goal as realization of career ambitions. The Company conducted various programs to focus on improving people productivity, through training and development of its people.

FIXED DEPOSITS::

The Company has not accepted any deposit since incorporation and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

CODE OF CONDUCT::

As prescribed under Clause 49 of the Listing Agreement, 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 2013-14 forms part of the Corporate Governance Report.

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) The operations of your company are not energy intensive. Accordingly, no measures were taken for energy conservation and no investment is required to be made thereof.

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.

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.tspiritualworld.com on a regular basis.

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, your Co-operation & never failing support.

                                           By Order of the Board 
                                  For T. Spiritual World Limited

Date  : 25/07/2014                                (Baldev Singh)

                                             Whole Time Director