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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 24Ul Annual Report along withAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2015.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS :

Particulars For the Year ended 31st March 2015 For the Year ended 31st March 2014
(Rs.) (Rs.)
Income 303833.27 275042
Expenditure 1321456.28 1724814
Profit/ (Loss) before Depreciation and Tax (339358.28) (577634)
Depreciation 981498 1147180
Profit / (Loss) before Tax (1017623.01) (1449772)
Deferred Tax/Current Tax 462271 102169
Profit/ (Loss) after Tax (555352.01) (1347603)

During the year under review your Company has reported a total income of Rs 303833/-which has increased by Rs. 28791.27 i.e by 10.47 % as compared to the previous year.

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 2013:

Since there is no manufacturing carried on by the Company particulars required to begiven in the 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 BOARD:

The Financial Statement of the Company/Board Report is not required to be revisedduring the Financial Year 2014-2015 as the same is as per Section 131 of the CompaniesAct 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

7. DETAILS OF NEW SUBSIDIARY/ TOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No Name of Company Subsidiary/ Joint ventures/ Associate Company Date of becoming of Subsidiary/ Joint ventures/ Associate Company.
N.A. N.A. N.A. N.A.

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

Sr. No Name of Company Subsidiary/ Joint ventures/ Associate Company Date of cession of Subsidiary / Joint ventures/ Associate Company.
N.A. 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 IN FUTURE;

Sr. No Name of Authority who has issued an order. Date of Order. Particulars of Order.
NA NA NA

10. FIXED 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. The Company has also developed aRisk Assessment policy and is reviewed by the Board of Directors.

12. BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met five times during the year. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and the Listing Agreement. The detailsof which are given below:

Sr. No. Dare of Meetings
01 30* April 2014
02 31*'July 2014
03 5* August 2014
04 31st October 2014
05 31st January 2014

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.

Sr. No 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:

Sr. No. Name of the Independent Director Date of appointment / Reappointment
1. Dayanand Jagdish Jha 30/04/1999
2. Rajender Lilaram Gurnani 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 tire provisions of Section 178of the Companies Act 2013. The Committee acts in accordance with the Terms of Referenceas approved and adopted by the Board.

The Composition of the Committee is as under: Chairman: Mr. Dayanand Jha

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

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 threedirectors consisting of two nonexecutive Independent directors and one executive directorwith the Chairman being Independent director. The Audit Committee acts in accordance withthe Terms of 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 itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

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

(c) Review of the 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 theAudit Committee in appropriate and exceptional cases.

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 concernsto the company. The company oversees this 'Vigil Mechanism' through the Audit Committee ofthe Board.

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. QUALIFICATION 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 VIII.

20. AUDITORS:

R.B. Pandya & Co. who are the statutory auditors of your Company retire at theensuing Annual General Meeting and are eligible for re-appointment. Members of the Companyat the AGM held on 30th September 2014 had approved tire appointment of R.B.Pandya & Co as the Statutory Auditors for a period of three financial years i.e. upto Financial Year ended 2017. As required by the provisions of the Companies Act 2013their appointment should be ratified by members each year at the AGM. Accordinglyrequisite resolution forms part of the notice convening the AGM.

21. LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

The company has not given any loan or guarantee or provided security in connection witha loan to any other body corporate during the year.

22. 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.

23. RISK MANAGEMENT.

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

24. 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 Boardand based on guidelines 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

(ii) of Non-independent Directors by all the Independent Directors in separate meetingheld for the purpose

(iii) of the Board as a whole and its Committees by all the Independent Directors inseparate meeting held for the purpose on 20thAugust 2015.

(iv) of the Chairperson of your Company by the Independent Directors in separatemeeting held on 21th August 2015 after taking into account the views of theExecutive and Non-Executive Directors

(v) of individual Directors by the Nomination and Remuneration Committee

(vi) of the Board by itself

Having regard to the 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.

25. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

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

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

Your company has not paid any remuneration to Director nor the Key Managerial Personnel

27. 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.

28. EMPLOYEES' STOCK OPTION PLAN:

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

29. 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.

30. BOARD EVALUATION MECHANISM:

Pursuant to the provisions of Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance that of individual Directors as well as evaluation of its committees. Theevaluation criteria as defined in the Nomination and Remuneration Policy of the Companycovered various aspects of Board such as composition performance of specific dutiesobligations and governance.

The performance of individual directors was evaluated on parameters such as number ofmeetings attended contribution made in the discussions contribution towards formulationof the growth strategy of the Company independence of judgement safeguarding theinterest of the Company and minority shareholders time devoted apart from attending themeetings of the Company etc. The Directors have expressed their satisfaction with theevaluation process.

31. LISTING ON STOCK EXCHANGES

Your company's equity shares are listed on The Bombay Stock Exchange Mumbai (BSE). Thecompany has paid the listing fees to the stock exchanges for the financial year 2014-15.

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 themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 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 and on behalf of the Board

CHAIRMAN

Place : MUMBAI

Date : 05/09/2015

ANNEXURE TO BOARD'S REPORT.

Annexure I Annual return Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended March 31 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN:- L15315PN1991PLC061079
ii) Registration Date - 08* April 1991
hi) Name of the Company - ARIHANT TOURNESOL LIMITED
iv) Category / Sub-Category of the Company COMPANY LIMITED BY SHARES INDIAN NON-GOVERNMENT COMPANY
v) Address of the Registered office and contact details GAT 74/1 VILAGE BHOGAONBARSI ROAD NORTH SOLAPUR DIST SOLAPUR
vi) Whether Listed YES
Name Address and Contact Bigshare Services Pvt Ltd
details of Registrar and E/2 Ansa Industrial Estate
Transfer Agent if any Saki Vihar Road Saki Naka
Andheri (E) Mumbai - 400072
vii) Contact No. 022-28523474
Email I'd: bigshare@bom7.vsnl.net.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

51. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
NA NA NA

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % of

shares

held

Applicable Section

N.A.

N.A.

N.A.

N.A.

N.A.

IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentage of total equity):i. Category-wise shareholding:

Category

No. Of shares held at the beginning of the year

No. Of shares held at the end of the year

Demat Physical Total % Demat Physical Total % /o Change during the year
A.
Promoter
(1) Indian
a. 0 383820 383820 3.8776 0 383820 383820 3.8776 0
Individual /HUF
b. Central Govt. 0 0 0 0 0 0 0 0 0
c. State Govt. 0 0 0 0 0 0 0 0 0
d. Bodies corporate 0 0 0 0 0 0 0 0 0
e. Banks/FI 0 0 0 0 0 0 0 0 0
f. Any other (Specify)
(i) Directors relative 0 33500 33500 0.3384 0 33500 33500 0.3384 0
(ii) Group Companies 0 5157180 5157180 52.1017 0 5157180 5157180 52.1017 0
Sub-Total A(l) 0 5574500 5574500 56.3178 0 5574500 5574500 56.3178 0
(2) Foreign
a. NRI 0 0 0 0 0 0 0 0 0
Individuals
b. Other 0 0 0 0 0 0 0 0 0
Individuals
c. Bodies 0 0 0 0 0 0 0 0 0
Corporate
d. Banks/FI 0 0 0 0 0 0 0 0 0
e. Any Other... 0 0 0 0 0 0 0 0 0
Sub-Total A(2) 0 0 0 0 0 0 0 0 0
Total Share holding of promoters A=A(1)+A(2) 0 5574500 5574500 56.3178 0 5574500 5574500 56.3178 0
B. Public
Shareholding
(1) Institutions
a. Mutual Fund / UTI 0 0 0 0 0 0 0 0 0
b. Banks / FI 0 200 200 0.0020 0 200 200 0.0020 0
c. Central Govt. 0 0 0 0 0 0 0 0 0
d. State Govt. 0 0 0 0 0 0 0 0 0
e. Venture Cap fund 0 0 0 0 0 0 0 0 0
f. Insurance Companies 0 0 0 0 0 0 0 0 0
g. FIIs 0 0 0 0 0 0 0 0 0
h. Foreign Venture Cap Funds 0 0 0 0 0 0 0 0 0
i. Others (Specify) 0 0 0 0 0 0 0 0 0
Sub-Total B(l)

0

200

200

0.0020

0

200

200

0

0

(2) Non
Institutions
a) Bodies Corporate Indian 0 569300 569300 5.7515 0 569300 569300 5.7515 0
Overseas
b) Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakhs 0 2613000 2613000 26.3985 0 2613000 2613000 26.3985 0
Individual shareholders holding nominal share capital in excess of Rs. 1 lakhs 0 1030100 1030100 10.4068 0 1030100 1030100 10.4068 0
c) Others (Specify)
NRI 0 111200 111200 1.1234 0 111200 111200 1.1234 0
Sub-total B(2) 0 4323600 4323600 43.6802 0 4323600 4323600 43.6802 0
Total public shareholding B=B(1)+B(2) 0 4323800 4323800 43.6802 0 4323800 4323800 43.6802 0
C. Shares held by custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0
Grand Total A+B+C 0 9898300 9898300 100 0 9898300 9898300 100 0

ii. Shareholding Promoters

Shareholder Name

Shareholding at beginning of the year

Shareholding at end of the year

No. Of shares % of total share s of the Co. % of shares pledged / encumbere d to total shares No. Of shares % of total shares of the Co. % of shares pledged / encumbe red to total shares % Change in shareholding during the year
A Individuals HUF and Trust
Relatives of Director 383820 3.88 - 383820 3.88 - -
Director Relatives 33500 0.34 - 33500 0.34 - -
- 5157180 52.10 - -
B. Bodies Corporate
Group Companies 5157180 52.10 - - 52.10 - -
Total A+B 5574500 56.32 - 5574500 56.32 - -

iii. Changes in promoters shareholding: NIL

iv. Shareholding pattern of top ten shareholders (other than Directors promoters andholders of GDRs and ADRs: NIL

v. Shareholding of Directors and Key Managerial Personnel

(Section 203 of the Companies Act 2013 regarding appointment of Key ManagerialPersonnel is not applicable to the Company)

Name of Director

Shareholding at beginning of the year

Shareholding at the end of the year

No. Of share % of total shares of the Co. No. Of shares % of total shares of the Co.
NA NA NA NA NA

V. INDEBTNESS V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 28321754.68 - - 28321754.68
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 28321754.68 28321754.68
Change in Indebtedness during the financial year
Addition - - - -
Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year
i) Principal Amount 28321754.68 - - 28321754.68
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 28321754.68 28321754.68

VI. REMUNERATION OF DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Remuneration to Whole-time Directors :

Name of Director Gross Salary Perquisites Total
NA NA NA NA

B. Remuneration to other Directors - Rs. NIL

VII PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of Companies Act Brief description Details of penalty / punishment / compounding fee imposed Authority [RD /NCLT / Court] Appeals made if any
A. Company NONE
Penalty
Punishment
Compounding
B. Directors NONE
Penalty
Punishment
Compounding
C. Other Officers in default NONE
Penalty
Punishment
Compounding

VIII Qualification given by the Auditors Annexure VIII

1 Qualification given by the Auditors Board Clarification on the same.
1. Non Provision in the accounts for an amount of Rs. 33.13 Lacs (Previous Year Rs. 33.13 Lacs) on account of claims filed against the company not acknowledged as debts the matter being under dispute. The Claim of Rs. of Rs. 33.13 Lacs filed against the Company are Frivolous in nature hence the Company has not acknowledged the same as debts.
2. The company doesn't have a whole time company secretary as required by Section 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel). The Company is looking for a suitable candidate for competent person to act as Company Secretary of the Company
3. Appointment of Internal Auditor The Company is unable to find a professional who shall conduct the Internal auditor at a mutually convenient terms pertaining to fees.

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