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Arihant Tournesol Ltd.

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Arihant Tournesol Ltd. (ARIHANTTOURNESO) - Director Report

Company director report

To

The Members

Arihant Tournesol Limited

Your Directors take pleasure in presenting the 25th Annual Report along with AuditedFinancial Statements of your Company for the Financial Year ended 31st March 2016.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS:

Particulars For the Year ended 31 st March 2016 For the Year ended 31st March 2015
(Rs.) (Rs.)
Income 239605.00 303833.27
Expenditure 501189.5 1321456.28
Profit/ (Loss) before Depreciation and Tax (261584.5) (339358.28)
Depreciation (727389.00) 981498
Profit / (Loss) before Tax (988973.50) (1017623.01)
Deferred Tax/Current Tax (30942.00) 462271
Profit/ (Loss) after Tax (1351471.50) (555352.01)

During the year under review your Company has reported a total income of Rs 239605/-which has decreased by Rs. 64228.27.

2. DIVIDEND!

With a view to repair past losses which resulted in erosion of reserves andconservation of resources for future betterment the Board of Directors do not recommendany dividend for the year.

3. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT. 2 013:

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

The Company has no earning and expenditure in foreign Exchange.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no Material changes and Commitments that have been affecting thefinancial position of the Company which have been occurred between the end of thefinancial year of the company to which the financial statements relate and the date of thereport.

5. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARDt

Since there is no requirement for revision of Financial Statement for tire year endedon 31st March 2015 as per the provision of Section 131 of the Companies Act 2013.

6. ANNUAL - RETURN EXTRACTS:

Extracts of the Annual Return as provided in Section 92(3) of the Companies Act 2013in MGT-9 is attached as Annexure-I

A DETAILS OF NEW SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Name of Company Subsidiary/ Joint venture^ Associate Company Date of becoming of Subsidiary/Joint venture^ Associate Company.
N.A. N.A . NA

8. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATECOMPANIES.

Name of Company Subsidiary/ Joint ventures/ Associate Company Date of cession of Subsidiary / Joint ventures/ Associate Company.
N.A. N.A. N.A.

9. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTUREi

Name of Authority who has issued an order. Date of Order. Particulars of Order.
NA NA NA

10. DEPOSITS:

During the year the Company has not accepted any deposits covered under section 73 to76 under the Companies Act 2013.

11. INTERNAL FINANCIAL CONTROL:

The Company has adequate and effective control systems commensurate with its size andnature of business to ensure that assets are efficiently used and the interest of theCompany is safe guarded and the transactions are authorized recorded and reportedcorrectly. Checks and balances are in place to determine the accuracy and reliability ofaccounting data. The preventive control systems provide for well-documented policyguidelines and authorization and approval procedures.

12. BOARD MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met five times during the year. The details of which are given below:

Date of Meetings Leave of absence granted to
01 30th April 2015 N.A
02 31st July 2015 N.A
03 OS5* September 2015 N.A
04 31st October 2015 N.A
05 30th January 2016 N.A

13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There has been no change in the Directors and key managerial personnel in a year underreview. Or

Changes in Directors and Key managerial personnels are as follows.

Name of the Director/Key managerial personal Particulars Date of Appointment and resignation
NA NA

14. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF THE COMPANIES ACT 2013:

The Company has received the necessary declaration from each Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013and Clause 49 of the Listing Agreement. In view of the above provisions your Company hasfollowing Independent Directors:

Name of the Independent Director Date of appointment/ Reappointment
1. Dayanand Jagdish Jha 30/04/1999
2. Rajender Lilaram Gurnard 23/11/2011
3. Kalpita Laxman Sawant 23/11/2011

15 NOMINATION AND REMUNERATION COMMITTEE:

The 'Nomination and Remuneration Committee' consists of three Directors with twoindependent directors and one executive director with the Chairman being the IndependentDirector and the said constitution is in accordance with the provisions of Section 178 ofthe Companies Act 2013.

The Committee acts in accordance with tire Terms of Reference as approved and adoptedby the Board.

The Nomination and Remuneration Policy of the Company is provided in Annexure V.

The Composition of the Committee is as under:

Chairman: Mr. Dayanand Jha

Members: Ms. Kalpita Sawant and Mr. Rajender Gurnard.

16 AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act 2013 yourCompany has

constituted an "Audit Committee" comprising of minimum three directorsconsisting of two non- executive Independent directors and one executive director with theChairman being Independent director. The Audit Committee acts in accordance with the Termsof Reference specified by the Board in writing.

Chairman: Mr. Dayanand Jha

Members: Mr. Rajender Gurnani and Ms. Kalpita Sawant

The functions of the Audit Committee are broadly:

(a) Overview of the company's financial reporting process and the

disclosure of its financial information to ensure that the financial statement iscorrect sufficient and credible.

(b) Review and monitoring of internal control system and compliance of auditobservations of the Auditors.

(c) Review of die financial statements before submission to the Board.

(d) Supervision of other financial and accounting matters as may be referred to by theBoard.

(e) Reviewing with the management performance of statutory and internal auditors andadequacy of internal control systems

(f) Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as have post-audit discussion to ascertain any area of concern.

(g) Reviewing the company's financial and risk management policies.

(h) Overseeing vigil mechanism for adequate safeguards against victimization of personswho use such mechanism and make provision for direct access to the chairperson of the

Audit Committee in appropriate and exceptional cases.

The Audit Committee had meeting four times during the year on 30/04/201531/07/201531/10/2015 and 30/01/2016.

17. THE VIGIL MECHANISM:

Pursuant to Section 177 of the Companies Act 2013 the company has established a'Vigil Mechanism1 for directors and employees to report their genuine concerns to thecompany. The company oversees this 'Vigil Mechanism1 through the Audit Committee of theBoard.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the company has been incurring losses until last year it was not obligatory uponthe company to form a CSR committee pursuant to Section 135 of the Companies Act 2013 andthe Rules made there under.

19. QUA UFICATION GIVEN BY THE AUDITORS

The Board of Directors of the Company has given their explanations or comments on everyqualification reservation or adverse remark or disclaimer made by StatutoryAuditor—Refer Annexure II

20. QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR:

The Secretarial Audit Report for the Financial Year 2015-16 is provided to this reportin Annexure VI

The Board of Directors of the Company has given their explanations or comments on everyqualification reservation or adverse remark or disclaimer made by StatutoryAuditor—Refer Annexure III

21. AUDITORS:

R.B. Pandya & Co. having membership no. 33788 who are the statutory auditors ofyour Company retire at the ensuing Annual General Meeting and are eligible forre-appointment. Members of the Company at the AGM held on 30th September 2014 hadapproved the appointment of R.B. Pandya & Co as the Statutory Auditors for a period ofthree financial years i.e. up to Financial Year ended 2017. As required by the provisionsof the Companies Act 2013 their appointment should be ratified by members each year atthe AGM. Accordingly requisite resolution forms part of the notice convening the AGM.

22. LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:

Tire company has not given any loan or guarantee or provided security in connectionwith a loan to tiny other body corporate during the year.

23. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into transactions with related parties in accordance withthe provisions of the Section 188 of Companies Act 2013 and the rules made thereunder.

24. RISK MANA CEMENT:

Your Directors have enlarged mandate of Audit Committee to include responsibility toassist the Board in (i) overseeing and approving the company's enterprise wide riskmanagement framework; and (ii) periodic appraisal to assess any change needed in thecontext of changing business environment

25. PERFORMANCE EVALUATION:

The company has in place a policy on performance evaluation of independent directorsboard committees and individual directors the board of directors evaluates its ownperformance in terms of operations of the company financial results etc. the performanceof committee(s) is evaluated by the board based on effectiveness of committee itsfunctioning and decisions etc. the board also reviews the performance of individualdirector(s) based on the contribution of the individual director to the board/ committeemeetings participation in discussions inputs given in the meeting.

As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on Code of conduct for Independent Directors a comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during

the year under review as per the evaluation criteria approved by the Board and based onguidelines given in Schedule IV to the Companies Act 2013.

For the purpose of carrying out performance evaluation exercise four types ofEvaluation forms were devised in which the evaluating authority has allotted to theindividual Director the Board as a whole its Committees and the Chairperson appropriaterating as Excellent Very Good Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out

(i) of Independent Directors by the Board;

(*) of Non-Independent Directors by all the Independent Directors in separate meetingheld for the purpose;

(iii) of individual Directors by tire Nomination and Remuneration Committee;

(iv) of the Board by itself.

Having regard to tire industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Your Company has not issued any equity shares with deferential voting Rights.

27. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL;

Your company has not paid any remuneration to Director nor tire Key ManagerialPersonnel

28. PARTICULARS OF EMPLOYEES*.

None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5) (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

29. EMPLOYEES' STOCK OPTION PLAN:

Your Company lias not issued any Employee Stock Option Plan to their employees asCompany is not burgeoning rather is reviving from heavy losses.

30. SWEAT EQUITY SHARES:

Your Company has not issued any no. of Sweat equity shares according to section 54 ofthe Companies Act 2014. Since the shares are not issued the details of issuance of sweatequity shares to its directors/ employees in accordance with Section 54 of the CompaniesAct 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules 2014 isnot applicable.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report is provided in Annexure IV.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

(e) the directors had laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating effectively

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and with aid down internal financial controls to be followed by thecompany and that such systems were adequate and operating effectively

33. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

FOR ARIHANT TOURNESQL LIMITED
For and on behalf of the Board
JWA
VARSHA RAJIVKUMAR SETHI - Director DAYANAND JAGDISH JHA - Director
DIN: 00146830 DIN:00659252
Address: 216 Samudra Mahal WorK Address: Abhilasha Co Op Housing Soc.
Mumbai 400018 G D Ambedkar Marg Kalachowkie
Place: MUMBAI Mumbai-400 033
Date: 30/05/2016