Arihant Tournesol Ltd Directors Report.

To,

The Members.

Your Directors take pleasure in presenting the 28th Annual Report on the business and operations of your Company for the year ended 31st March, 2019 together with the audited accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS:

The financial results of the Company are summarized as under:

(Amt. in Rs.)
PARTICULARS 2018-19 2017-18
NOTE NO Amount Amount
Revenue from Operations - -
Other Income 13 2,37,90,168.10 2,80,488.19
TOTAL INCOME 2,37,90,168.10 2,80,488.19
EXPENSES
Employee Benefit Expenses 14 6,68,521.00 4,89,556.00
Depreciation and amortization expense 1 66,916.50 89,222.00
Other expenses 15 78,16,049.40 9,01,963.00
TOTAL EXPENSES 85,51,486.90 1,480,741.00
Profit Before Tax 1,52,38,681.20 (1,200,252.81)
Tax expense
i) Current Tax - -
4,61,994.00
ii) Deferred Tax 121,803.00
iii) Excess Provision of Income Tax 41.00 -
PROFIT FOR THE YEAR 1,57,00716.20 (1,322,055.81)
Other Comprehensive Income
Total Comprehensive Income for the year - -
Earning per equity share
Equity share of Rs.10 each
Basic 1.59 -0.13
Diluted 1.59 -0.13

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 profit of Rs. 1,57,00,716.20 due to profit on sale of fixed asset during the year under review.

CHANGE IN THE NATURE OF BUSINESS. IF ANY :-

The Company was engaged in manufacturing and trading various kinds of oil, oil seeds, solvent extraction, extracted oil cakes, refined oil.

The company has sold the factory in this year pursuant to arbitration award. However, there has been no change in the business of the Company during the financial year ended 31st March, 2019.

DEMATERIAZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services India) Lid. (CDSL) to enable the shareholders to trade and hold share in an electronic / dematerialized form. The shareholders are advised to take benefits of dematerialization.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :KMP):

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.

Mr. Anand Thole is resigned as Chief Financial officer of the Company w. e. f. 04/09/2018.

Mr. Ajitkumar Sethi has resigned as Whole time Director of the Company w. e. f. 04/09/2018.

Ms. Mamta Mishra has resigned as Company Secretary of the Company w. e. f. 19/02/2019.

Appointments:

Mr. Kishor Kabra is appointed as Chief Financial officer of the Company w. e. f. 04/09/2018

Mr. Anand Thole is appointed as Whole time Director of the Company w. e. f. 04/09/2018

Ms. Purvai V. Chaudhari is appointed as Company Secretary of the Company w. e. f 07/03/2019.

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 28th 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 Eight (8) Board Meeting were convened i.e. 16.04.2018, 10.05.2018, 13.08.2018, 04.09.2018, 05.10.2018, 05.11.2018, 13.02.2019 and 07.03.2019 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

Schedule IV of the Companies Act, 2013 and the Rules thereunder and Regulation 25(3) of SEBI (LODR) Listing Regulation, 2015, the independent directors held their separate meeting on 30th March 2019, without attendance of non-independent directors and members of Management, to inter alia: All independent directors were present in meeting.

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. Dayanand Jagdish Jha Member Non-Executive - Independent Director
2 Mrs. Karthyayani Narayanan Kutty Chairperson Non-Executive - Independent Director
3 Mr. Rajivkumar 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. Dayanand Jagdish Jha 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.

STAREHOLDERS RELATIONSHIP COMMITTEE

S. No. Name Status Category
1 Mr. Dayanand Jagdish Jha 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.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company doesnt have any subsidiaries. Therefore, compliance of preparing consolidated financial statement for the F. Y. 2018-19 does not arise.

SHARE CAPITAL;

The paid up equity share capital as on March 31, 2019 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, 2019.

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 for financial year 2018-19.

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 workers 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, 2019 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 Note no. 6 of the Standalone Annual Financial Statements as per "Ind AS".

SUBSIPIARY/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, 2019. 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 SEBI (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, 18, 19, 20, 21,22, 23, 24, 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 a vigil mechanism named Whistle Blower Policy / Vigil Mechanism to deal with instance of fraud and mismanagement, if any. Vigil Mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Details of the same is available on the companys website:

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.arihanttourne5ol.com

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of 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 Directors and the designated employees have confirmed compliance with the Code.

AWARD

Pursuant to Arbitration Award dated September 27,2018 given by Ld. Arbitrator in the arbitration proceedings conducted by him between the company and M/s Vision Millennium Exports Private Limited , the company has entered into a deed of transfer of Freehold Land & Building situated at Gat No 74/1 Village -Bhogaon ,Taluka -North Solapur District, Solapur & Plant & Equipment & Electrical Installation to Vision Millennium Exports Private Limited. The company has transferred the stated Fixed assets at appropriate valuation to Vision Millennium Exports Private Limited which would serve as effective discharge of the outstanding liability.

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.l2(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.

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

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals which could impact the going concern status of the Company and its future operations except the following.

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.

Decree came to be passed against Arihant Tournesol ltd on 25th November, 2014 decreeing to pay Rs. 16,65,133/- along with 8% per annum from the date of filing suit till actual realisation.

Aggrieved by the judgement and Decree passed by City Civil Court, Arihant Tournesol ltd and others have filed First Appeal Stamp No. 5490/2015 before the Honble High Court, Bombay. The same is pending for hearing and disposal. Therefore, the Decree of Rs.16,65,133/- along with interest has not attained finality.

AUDITORS AMD 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.

However, due to Vide Section 40 of the Companies (Amendment) Act, 2017 notified by the Ministry of Corporate Affairs on 07th May 2018, the requirement for ratification of the appointment of Statutory Auditors by the members at every Annual General Meeting has been done away.

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

Qualification 2: The balances in sundry debtors and sundry creditors are as per the books of accounts for which the company has not obtained confirmations from certain parties. The said balances are therefore subject to the confirmations and consequent reconciliation if, any.

Response: This is opening balance which is carried forward from last over 4 years, hence it is not written off from the books of accounts of the Company.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by statutory auditors of the Company under subsection (12) of section 143 of 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 14th May 2019, has appointed M/s. Mokshali Singhi & Associates, Practicing Company Secretaries, as secretarial Auditor for conducting Secretarial Audit of the Company for FY 2018-19.

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

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

ANNEXURE-I-A : List of Non- Compliances under the Companies Act, 2013 and the rules made there under responses are given below ;

Qualification 1 : Response: : Company was not aware of the legal provisions, However the Director has digitally signed the form MGT-7 .

Qualification 2 : Response: This is just a point of record as the appropriate additional late filing fees of form has been paid.

Qualification 3 Response : Company was not aware the legal provisions. However we shall take care to follow the same in future.

Qualification 4: Response : Due to the technical issue by ROC-Pune, the same could not be done, although the company representative has continuously followed up, the needful will be done immediately on resolution of the matter.

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

Qualification 1: Response: Company was not aware due to legal provisions. However, we should take care to follow the same.

Qualification 2: Due to typographical error the same was uploaded, However the BSE pointed out the same and the corrected financials was filed immediately with technical correct and technical lapse.

Qualification 5 : Response : This was done under the assumption that the at was should be put maximum in the city where maximum shareholder are situated . Hence forth the same will be publish as per provision, However the Quarter and Yearly Financial result March, 2019 was published in the region where RO office is shifted.

Qualification 4: Response : Inadvertently its was not intimated to BSE, However the same will be redressed and shared onwards in this year.

Qualification 5 : Response: Inadvertently its was done, However the same will be redress, The company will take appropriate advice to resolve this issue.

Qualification 6 : Response: The Company has already obtained ISIN from CDSL and NSDL. As on date of this Report, few promoters Demat accounts is already opened with IIFL (Depository participants- "DP") & physically available share certificates send for Dematerialization process balance are under process and already being sent to (Depository participants- "DP").

Qualification 7: Response : Due to technical reason in network its was not filed within timeline prescribed, However the same was done within short period of time.

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.

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.

The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the 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 September,2019 Add: 2A/203, Prathamesh vihar, Add: 216, Samudra Mahal
Place : Mumbai 90 feet road, Thakur Complex Worli, Mumbai 400018
Kandiwali (E), Mumbai 400101