Tulasee Bio Ethanol Ltd Directors Report.

To the Members,

The Directors hereby submit their Board Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.

1. FINANCIAL RESULTS

The Companys financial performance for the year under review along with previous year’s figures is given hereunder:

Particulars 31/03/2019 (in Lakhs) 31/03/2018 (in Lakhs)
Profit before tax (17.11) (17.41)
Current tax expense 0 0
Deferred tax expense 0 0
Profit/Loss for the period from continuing operations (17.11) (17.41)
Profit/Loss from discontinuing operations 0 0
Tax expense of discontinuing operations 0 0
Profit/Loss from discontinuing operations (after tax) (17.11) (17.41)
Profit/Loss transferred/adjusted to General Reserve 0 0
Basic earnings per equity share 0 0
Diluted earnings per equity share 0 0

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

a. Loss: The Company incurred a Loss of Rs. 17,11,328/-for the Financial Year Ending 31st March, 2019.

b. Sales: The Companies Turnover is NIL for the Financial Year Ending 31st March, 2019.

c. Marketing and Market Environment: The Company is facing challenging general economic and competitive scenarios.

d. Future Prospects including constraints affecting due to Government policies: To take adequate steps to increase the customer base and look at alternate strategies so as to be ready to capture the revival in industry.

3. DIVIDEND

No Dividend was declared for the current financial year due to inadequate Profits.

4. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT.

There were 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 relate and the date of the report.

6. CONSERVATION OF ENERGY, TECHNOLOGY OBSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

Foreign Exchange Earnings : NA
Foreign Exchange outgo : NA
Energy Absorption : NA

A. the steps taken or impact on conservation of energy: NA

B. the steps taken by the Company for utilizing alternate source of energy: NA C. the Capital investment on energy conservation equipments: NA Technology Absorption: NA A. the efforts made towards technology absorption: NA

B. the benefits derived like product improvement, cost reduction, product development or import substitution: NA

C. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

a) the details of technology imported: NA b) the year of import: NA c) whether the technology been fully absorbed: NA d) the expenditure incurred on Research and Development: NA

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contracts or arrangements were made with related parties pursuant to Section 188 of the Companies Act, 2013 during the year under review.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no adverse remarks or qualifications in the Auditors report.

However, Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandeep P. Parekh & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure B".

Following are the unfavourable remarks of Secretarial Audit Report and our clarifications on the same are as follows:

1. The Company does not have whole time Key Managerial Personnel as per the requirement of the Section 203 of the Companies Act, 2013.

The turnover of company is not sufficient to meet the requirements specified under Section 203 of the companies Act, 2013. Further, due to non-operation in our business activity, Company is not in position to comply with this requirement even if company wishes to comply.

Hence companies’ economic conditions are not favorable to its current market position due to which it is not able to appoint Company Secretary, but the Company would be appointing the same in future and follow adequate requirements of the Companies Act, 2013.

2. The Company has not appointed Internal Auditor under Section 138 of the Companies Act, 2013.

The turnover of company is not sufficient to meet the requirements specified under Section 203 of the companies Act, 2013. Further, due to non-operation in our business activity, Company is not in position to comply with this requirement even if company wishes to comply.

Hence companies’ economic conditions are not favorable to its current market position due to which it is not able to appoint Company Secretary, but the Company would be appointing the same in future and follow adequate requirements of the Companies Act, 2013.

3. On the basis of available information and records, it was found that Company has Non-Resident Indian Investors for which Foreign Liabilities and Asset Return under Foreign Exchange Management Act, 1999, is applicable, which has not been filed during the financial year.

The Company’s business operations are not active; the management has not devised a separate and independent control system. The Company is unable to locate original source of information based on which classification of Shares has arrived. Now, the Board has taken the matter into consideration.

The Board Represent hereunder:

The Board of Directors have been informed about the applicable compliances of the new Companies Act, 2013 wherein there are lot of provision which requires the appointment of various Committees, Appointmentof Key Managerial Personnel etc for which the Company has not complied till now, however, the Company would be appointing/ will comply with the above requirements in near future for proper compliance of Companies Act, 2013.

The Company’s business operations is not active, the management has not devised a separate and independent control system. Hence, the Company is in process of meeting the applicable compliances as per the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration and evaluation criteria for performance of Independent Directors.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure 1 and attached to this Report.

14. MEETING OF BOARD AND COMMITTEES OF DIRECTORS

During the year 5 Board Meetings and 5 Audit Committee Meetings were convened and held. The details of the same along with other Committee’s of Board are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Company has complied with the requirements of Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 in respect of the Composition of the Board.

None of the Independent Directors have any material pecuniary relationship or transactions with the Company.

Necessary disclosures regarding composition of the Board, category, attendance of Directors at the Board Meetings and last Annual General Meeting, number of other Directorship and other Committee Memberships are given below:

Name of Directors Category No. of Board Meetings attended No. of Directorships held in other Companies Attendance at last AGM

No. of Committee positions held in other Companies

Chairman of Committee Member of Committee
Anil Goyal Non- Executive Independent Director 5 15 Yes 0 0
Kapil Lalitkumar Nagpal Executive Director& MD 5 4 Yes 0 0
Ashwin Gajanan Pandya Non- Executive Independent Director 5 3 Yes 0 0
Kishor Ramji Tank Non- Executive Independent Director 5 0 Yes 0 0
Kritika Lalit Nagpal Non- Executive Women Director 5 1 Yes 0 0

NUMBER OF BOARD MEETINGS

During the financial year 2018-2019, 5 Board Meetings were held on the following dates:

Sr. No. Date Board Strength No. of Directors Present
1. 13/04/2018 5 5
2. 26/05/2018 5 5
3. 11/08/2018 5 5
4. 10/11/2018 5 5
5. 12/02/2019 5 5

AUDIT COMMITTEE

During the financial year 2018-2019, 5 meetings of the Audit Committee were held on the below dates:

Sr. No. Date Committee Strength No. of Committee Members
1. 13/04/2018 3 3
2. 26/05/2018 3 3
3. 11/08/2018 3 3
4. 10/11/2018 3 3
5. 12/02/2019 3 3

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name of Director No. of Committee Meetings Held No. of Committee Meetings Attended
Mr. Ashwin Pandya - Chairman & Independent, Non-Executive Director 5 5
Mr. Anil Goyal - Member & Independent Director 5 5
Mr. Kishor Tank - Member & Independent Non-Executive Director 5 5

The Audit Committee meetings were attended by the Non-Executive Chairman, the Managing Director and the Executive Director & Chief Financial Officer. The representatives of the Statutory Auditors were also invited to the meeting.

NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2018-2019, 1 meeting was held on 12/02/2019.

Details of attendance of the members at the meetings are given below:

Name Designation No. of Meetings attended
Mr. Ashwin Pandya Independent Non-Executive Director 1
Mr. Kishor Tank Independent Non-Executive Director 1
Mr. Anil Goyal Independent Non-Executive Director 1

15. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

Pursuant to Section 177 of the companies Act, 2013 the Audit committee was formed, the said committee consist of 3 (Three) Independent Directors, which are as follows:

Mr. Ashwin Pandya Chairman& Independent, Non-Executive Director Mr. Anil Goyal - Member & Independent Director Mr. Kishor Tank - Member & Independent Non-Executive Director

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The objective of the Policy is to explain and encourage the directors and employees to raise any concern about the Company’s operations and working environment, including possible breaches of Company’s policies and standards or values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

f. internal financial controls to be followed by the company had been laid down and that such internal financial controls are adequate and were operating effectively.

g. the directors have complied with the provisions of applicable Secretarial standards.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures / Associate Companies.

18. DIRECTORS

There is no change in the Board of Directors of the Company during the year.

Ms. Kritika Nagpal retire by rotation in the ensuing Annual General Meeting and is eligible for reappointment.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. DECLARATION OF INDEPENDENT DIRECTORS

The Company has complied with the criteria as per the provisions of Section 149 (6) Companies Act, 2013 for Independent Directors.

21. STATUTORY AUDITORS

M/s. DharmilA. Jhaveri & Co, Chartered Accountants, the Statutory auditors of the Company are eligible for re-appointment who have been appointed as Statutory Auditors for a period of 5 years in the Annual General Meeting held on 29th September, 2017. Their re-appointment and payment of remuneration are to be confirmed and approved by the Board of Directors. The Company has received a certificate from the above Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

22. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option scheme to the employees.

e. DEMATERIALISATION

The shares of the Company were in physical form and LIIPL and NSDL has been admitted for depository services. The ISIN no is: INE276N01011.

23. BOARD EVALUATION

The Board’s performance for the current year was assessed pursuant to the provisions of the Companies Act, 2013 and the Listing Regulation.

24. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

25. THE 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 passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

26. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

The Company is having an adequate internal financial control policy.

27. 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 Committee (IC) 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 financial year ended 31stMarch, 2019:

No. of complaints received: NIL

No. of complaints disposed off: NIL 28. STATE OF COMPANY’S AFFAIRS

The Company is presently inactive in its operations.

29. THE CHANGE IN NATURE OF BUSINESS, IF ANY:

There was no change in business of the Company during the period under review.

30. CORPORATE GOVERNANCE

The Company’s Paid up Capital and Net worth do not exceed the prescribed limits as on the Financial year 2018-2019 and the provisions of corporate governance as specified in Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and paras C, D and E of Schedule V of the SEBI (LODR) Regulation, 2015 is not applicable on the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management’s Discussion and Analysis Report which forms a part of this report.

32. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 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 Audit, Nomination & Remuneration and other Committees.

The Board’s performance for the current year was assessed on the basis of participation of directors, quality of information provided/available, quality of discussion and contribution etc. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering the aforesaid aspects of the Board’s functioning. The overall performance of the Board and Committees of the Board was found satisfactory.

The overall performance of Chairman, Executive Directors and the Non-executive Directors of the Company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

33. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-
Kapil Lalitkumar Nagpal Kritika Nagpal Lalit
Date: 25th May, 2019 Managing Director Director
Place: Mumbai DIN:01929335 DIN: 00020901