Arihant Tournesol Ltd Directors Report.

To,

The Members,

Your Directors take pleasure in presenting the 29th Annual Report on the business and operations of your Company for the year ended 31st March, 2020 together with the audited accounts for the year ended 31st March, 2020.

FINANCIAL RESULTS:

The financial results of the Company are summarized as under:

(Amt. in Rs.)

PARTICULARS NOTE NO 2019-20 Amount 2018-19 Amount
Revenue from Operations - -
Other Income 10 1,64,440.00 2,37,90,168.10
TOTAL INCOME 1,64,440.00 2,37,90,168.10
EXPENSES
Employee Benefit Expenses 11 6,23,871.00 6,68,521.00
Depreciation and amortization expense 1 - 66,916.50
Other expenses 12 16,72,125.00 78,16,049.40
TOTAL EXPENSES 22,95,996.00 85,51,486.90
Profit Before Tax -21,31,556.00 1,52,38,681.20
Tax expense
i) Current Tax - -
4,61,994.00
ii) Deferred Tax -
iii)Excess Provision of Income Tax 1,939.00 41.00
PROFIT FOR THE YEAR -21,33,495.00 1,57,00716.20
Other Comprehensive Income
Total Comprehensive Income for the year - -
Earning per equity share
Equity share of Rs.10 each
Basic -0.22 1.59
Diluted -0.22 1.59

The Company has adopted Indian Accounting Standard (referred to as "Ind AS") and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("Act") read with the relevant Rules framed there under and the other accounting principles generally accepted in India.

DIVIDEND:

With a view a to repair past losses which resulted in erosion of reserves and conservation of resources for future betterment, the Board of Directors do not recommend any dividend for the year.

RESERVES:

The Company has not created any specific reserve for the year under review.

OPERATIONS:

During the year under review, the company has not carried any business and after accounting for expenses, the Company has incurred a Net loss of Rs. 21,33,495.00 during the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY :-

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

COVID -19 ISSUE :-

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, Health and safety have gained paramount importance during the lockdown period due to Pandemic COVID-19. we undertook measures to ensure health and safety of all Employees and Stakeholders.

The Company is strictly following all the directives issued by Central, State Government and Local Administration in this regard and is ensuring compliance with all the required norms. Further, we would like to inform you that during the pandemic COVID- 19 Company was non-operational and had no running business which got impacted due to the pandemic.

DEMATERIAZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services India) Lid. (CDSL) .The International Securities Identification Number (ISIN) allotted to the paid-up Equity Shares Ordinary Shares under the Depository System are INE00HZ01011 to enable the shareholders to

trade and hold share in an electronic / dematerialized form. The shareholders are advised to take benefits of dematerialization.

APPOINTMENT/ RE-APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AND RESIGNATIONS/ COMPLETION OF TENURES BY THE DIRECTORS AND KEY MANAGERIAL PERSONNEL.

There has been following changes in the constitution of Board during the financial year under review : Resignations:

Mr. D. N. Jha (DIN:07780695) an Independent Director of the Company, has resigned w. e. f. 14/05/2019. Appointments:

Mr. Sameer Madhukar Joshi (DIN: 08415157) is appointed as an Additional Independent Director w. e. f 14/05/2019.

Regularization of Directors:

Mr. Sameer Madhukar Joshi (DIN: 08415157) is appointed as an Additional Director w. e. f 14/05/2019 by the Board and his appointment was approved by the members in 28th AGM of the company duly held on 30th September 2019 to designate as Non- Executive Independent Director of the Company.

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Rajiv Sethi (DIN: 00681346 ) subject to retire by rotation and being eligible, offers himself for reappointment at the ensuing 29th Annual General Meeting.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

BOARD MEETINGS:

During the financial year Six (6) Board Meeting were convened i.e. 14.05.2019, 29.05.2019, 13.08.2019, 04.09.2019, 13.11.2019 and 13.02.2020 respectively. The intervening gap between the Meeting was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (listing Obligation and Disclosure Requirements) Regulation, 2015.

INDEPENDENT DIRECTORS MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of Independent Directors was held on 04th March 2020, without attendance of non-independent directors and members of Management, to inter alia all independent directors were present in meeting during the financial year 2019-20.

AUDIT COMMITTEE

The composition of Audit Committee is in alignment with provision of Section 177 of the Companies Act, 2013 read with the Rules Issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management. The Audit Committee comprises of the followings directors:

S. No. Name Status Category
1 Mr. Sameer Madhukar Joshi Member Non-Executive - Independent Director
2 Mrs. Karthyayani Narayanan Kutty Chairperson Non-Executive - Independent Director
3 Mr. Rajiv Sethi Member Director

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

S. No. Name Status Category
1 Mr. Sameer Madhukar Joshi Member Non-Executive - Independent Director
2 Mrs. Karthyayani Narayanan Kutty Chairperson Non-Executive - Independent Director
3 Mr. Rajivkumar Sethi Member Director

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholder Relationship Committee comprising of the following directors

S. No. Name Status Category
1 Mr. Sameer Madhukar Joshi Member Non-Executive - Independent Director
2 Mrs. Karthyayani Narayanan Kutty Chairperson Non-Executive - Independent Director
3 Mr. Rajivkumar Sethi Member Director

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors of the Company.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working other Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors.

CERTIFICATIONS

The Whole Time Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations.

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Certificate stating that none of the Directors are disqualified, which forms part of the report.

DESIGNATED E-MAIL ADDRESS FOR INVESTOR SERVICES

To serve our investors better and as required under Regulation 46(2)(j) of the SEBI Listing Regulations, the designated e-mail address for investor complaints is info@arihanttournesol.com .The e-mail address for grievance redressal is monitored by the Companys Compliance Officer.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company doesnt have any subsidiaries. Therefore, compliance of preparing consolidated finan cial statement for the F. Y. 2019-20 does not arise.

SHARE CAPITAL:

The paid up equity share capital as on March 31, 2020 was Rs.10, 00, 00,000/- (Rupees Ten Crores Only) comprising Issued Share Capital of 99,50,000 equity share of Rs. 10/- and Subscribed & paid up Capital of 98,98,300 of Rs. 10 /- .forfeited shares (amount originally paid up) -1200 SHARES @ 5/-PER SHARES = 6000 (IN THE YEAR 1994):

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity hence; there was no change in the Companys share capital during the year under review.

DEPOSITS:

During the financial year your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No Loan, Guarantees and Investments covered under section 186 of the Companies are outstanding as at 31st March, 2020.

INTERNAL FINANCIAL CONTROL:

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets ate efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data. The preventive control systems provide for well- documented policy, guidelines, and authorization and approval Procedures. However, the company has appointed Internal Auditor 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 for financial year 2019-20. Reports for the year were submitted to the Audit Committee & Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provision of section 135 is not applicable to the company. Hence, the compliance of the same does not arise.

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

Since, there is no manufacturing carried on by the Company, particulars required to be given in the terms of Section 134(3)(c) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of energy and Technology Absorption is not applicable.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with Stakeholders and employees at all levels.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 subsection3(c) and sub-section 5 of the Companies Act, 2013, your Directors hereby would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Companys state of affairs as at March 31, 2020 and of the Companys profit or loss for the year ended on that date.

iii) Proper and sufficient care has been taken for them a intendance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual financial statements have been prepared on a going concern basis.

v) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

vi) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions. The aforesaid Policy is available on the Companys website viz. www.arihanttournesol.com.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board and Disclosures on related party transactions are set out in Notes to Accounts, Note no. 5 of the Standalone Annual Financial Statements as per "Ind AS.

SUBSIDIARY/JOINT VENTURES AND ASSOCIATES:

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. The Board of Directors comprises of 4 Directors, including 1 woman director as on 31st March, 2020. The number of Independent Directors is 2, which is one half of the total number of Directors. The policy of the Company on directors appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is governed by the Nomination Policy read with Companys policy on appointment/reappointment of Independent Directors.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received the necessary declaration from all Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16 (1) (b) of (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other Rules, Regulations or amendments made there under respectively.

CORPORATE GOVERNANCE

In pursuant to Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17,17[A], 18, 19, 20, 21,22, 23, 24, 24[A], 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of - (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Therefore, a report on the Corporate Governance practices, the Auditors Certificate on compliance of mandatory requirements thereof are not given as an annexure to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 and Companies (Particulars of Employees), Rules 1975, in respect of employees of the company and Directors is furnished in Annexure - A

There are no employees drawing remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014. No remuneration was paid to the Directors of the company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a Vigil Mechanism named Whistle Blower Policy / Vigil Mechanism for Directors & employees. The details of the policy are posted on the Companys Website www.arihanttournesol.com

RISK MANAGEMENT POLICY

The Companys robust risk management frame work identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders interest, to achieve its business objectives and enable sustainable growth. The Company has laid down a comprehensive Risk Assessment and Minimization Strategy which is reviewed by the Board from time to time. These Strategies are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance. The Policy is available on the companys website: www.arihanttournesol.com.

PREVENTION OF INSIDER TRADING:

The Company has Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

Further, the Board of Directors at its meeting held on February 13, 2020, approved the amendment in Code of Conduct for Prevention of Insider Trading and Fair Disclosure of Un-Published Price Sensitive Information as per SEBI (Prohibition of Insider Trading Amendment) Regu1ations, 2018 and subsequent amendment to SEBI (Prohibition of Insider Trading) Regulations, 2018, notified on January 21, 2019, Which inter-alia, defines policy to determine "Legitimate Purposes". The modified Code is applicable wef April 1, 2019. The Code is also available on the website of the Company at www.arihanttournesol.com.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS:

The Policy for Determining Materiality of Information / Events for reporting to the Stock Exchange is framed pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 which enables the investors to make well-informed investment decisions and take a view on the Materiality of an event that qualifies for disclosure. The details of the policy are posted on the Companys Website www.arihanttournesol.com.

POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS:

The Policy for Preservation & Archival of documents is framed pursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, investors and concerned authority accessed preservation of documents and records of the Company through companys website, which is required to be maintained under the Companies Act, 2013 and Listing Regulation. Any disclosure of events or information which has been submitted by the Company to the Stock Exchanges will be available on the website of the Company for a period of 5 years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy basically deals with the retention and archival of corporate records. The details of the policy are posted on the Companys Website www.arihanttournesol.com.

CHANGE IN REGISTERED OFFICE ADDRESS

Pursuant to the special resolution of the members passed dated 28th September, 2018, result of which were declared on 29th September, 2018 and the order of the Regional Director (Western Region), Mumbai bearing order number RD/Sec.12(5)/H49906894 dated 26th April, 2019, approving shifting of the registered office of the Company from the Jurisdiction of ROC, Pune to ROC, Mumbai within the state of Maharashtra and the Certificate of Registration of the Order of Regional Director Confirming Transfer of The Registered Office within the same state issued by Registrar of Companies, Mumbai dated 11.06.2019 the Registered Office of the company has been Shifted from 74/1 , VILLAGE BHOGAON, BARS I ROAD, NORTH SOLAPUR, MAHARASHTRA - 413007 to PLOT NO. B-3, INFRONT OF SHAKTI TYRES, MIDC PH-I, AKOLA - 444001, MAHARASHTRA 444001.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANYS OPERATIONSIN FUTURE

No significant or material orders were passed during the year under review by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future except the following which was settled in the financial year 2019-20 as mentioned below;

1. SUIT NO. 107740/1997

G. K. Investments v/s Arihant Tournesol Ltd.

Suit filed in the year 1997 by G.K. Investments against Arihant Tournesol ltd & Ors for Decree of Rs. 13,68,000/- .

The same was settled through consent term dated 02nd May, 2019.

2. SUIT NO. 107741 of 1997

Gayatridevi Jhunjunwalla v/s Arihant Tournesol Ltd.

Suit filed in the year 1997 by Gayatridevi Jhunjunwalla for Decree of Rs. 16,65,133/- from the Arihant Tournesol ltd and Others.

The same was settled through Decree dated 09th December, 2019.

Hence there are no court cases, litigations, matters pending against the Company.

AUDITORS AND AUDITORS REPORT

1. STATUTORY AUDITORS

M/S. R.B Pandya & Associates, Chartered Accountants (Firm Registration No.: 124399W), has been appointed as a Statutory Auditor of the Company, to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the Twenty Sixth Annual General Meeting of the Company until the conclusion of the Thirty First Annual General Meeting of the Company. Now as per the Companies (Amendment) Act, 2017, the provisions of ratification of appointment of Statutory Auditors have been done away with and there is no requirement of ratification till the expiry of the term of the Statutory Auditors.

The Statutory Auditors have audited the Accounts of the Company for the financial year ended 31st March 2020 and the same is being placed before members at the ensuing Annual General Meeting for their approval.

The Auditors Report for FY 2019-20 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

During the period under review, no incident of fraud was reported by the Statutory Auditors pursuant to Section 143(12) of the Companies Act 2013

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Board at its meeting held on 26thJune, 2020, has appointed M/s. GAURAV V BHOIR & ASSOCIATES, Practicing Company Secretaries, as secretarial Auditor for conducting Secretarial Audit of the Company for FY 2019-20.

The Report of the Secretarial Audit carried out is annexed herewith in the Directors Report.

The following qualifications were observed by the Secretarial Auditor in their Report in which the Board has shared the following explanation:

ANNEXURE-I- : Non-Compliances under the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015:

Qualification 1 : Response: The promoters have already sent all share for dematerialization to Depository Participant (IIFL), The promoters has followed up with them on regular basis , As the process have been delayed by Covid -19 pandemic, it is awaited that upon normalization needful to be done.

Qualification 2: Response : Company has already intimated to stock exchange within the time frame for the resignation of independent director. However due to amendment of regulations of SEBI for additional filing to stock exchange, this was delayed by of two days for understanding of the above refer regulation of the same.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 134(3) (a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT-9 is annexed here to and forms a part of this report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion &Analysis is provided as a separate section in the Annual Report.

LISTING AND TRADING OF SHARES:

The Equity Shares of our Company are currently listed on BSE Limited. Further trading in Equity Share our Company is under GSM-0 category at BSE Limited. The Listing Fee for the year will be paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, quarterly and half-yearly results, amongst others, to Shareholders at their email address previously registered with the DPs and RTA.

Shareholders who have not registered their e-mail addresses are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA, by sending a request letter, duly signed by the first/sole holder quoting details of Folio No.

OTHER DISCLOSURES / REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the Government, the financial institutions, banks and the shareholders during the year under review.

Your Directors take this opportunity to place on record their deep appreciation of the dedication, hard work, solidarity, co-operation, support and commitment of employees at all levels in maintaining the sustained growth of your Company.

For and on behalf of the Board of Directors

Anand Kalyanchand Thole Rajiv Sethi
(Whole time director) ( Director)
DIN:08204993 DIN:00681346
Date: 04th Sept, 2020 Add: 2A/203, Prathamesh vihar, Add: 216, Samudra Mahal
Place : Mumbai 90 feet road, Thakur Complex Kandiwali (E), Mumbai 400101 Worli, Mumbai 400018