Directors Report of BN Holdings Ltd.

Mar 31, 2011

The Directors have pleasure in presenting the TWENTIETH Annual Report of Arihant Tournesol Ltd. , together with the Statement of Accounts for the year ended 31st March, 2011.

1. ECONOMIC SCENARIO

During the year under review, the companys factory was running satisfactorily under Dry Lease Agreement with M/s. Betul Oils & Flours Pvt Ltd., M/s. Vision Millennium Exports Pvt. Ltd., had raised the issue of refund of interest free advance given by them under the First Charge on the Solapur assets of the company. The company has requested to continue the dry lease arrangement as stipulated in the agreement with them.

Due to dry lease arrangement, the turnover and the profits under lease have not been taken into account.

The companys management will have to continue under lease the operations until other liabilities are settled with other and prepare and revival scheme after such settlement. The company hopes to prepare and get the proper revival scheme settled in the near future.

2. FINANACIAL PERFORMANCE

The Company has earned a profit of Rs. 16,98,475/-

3. FUTURE PROSPECTS

The management of the company engaged in discussions and restructuring the management and capital structure of the company after the revival scheme is settled satisfactorily.

4. DIVIDEND

No dividend has been declared during the year.

5. DIRECTORS

Mrs. D.N.Jha, Director of the company, retires by rotation and being eligible offer herself for reappointment.

6. PARTICULARS OF EMPLOYEES

There are no employees of the company who are drawing such salary as is required to be disclosed under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

7. DIRECTORS RESPONSIBILITY STATEMENT

i) The preparation of the annual accounts for the financial year ended on 31st March, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) The Directors have selected appropriate accounting policies and applied them consistency, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 end of the profit of the company for the said period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) The Directors have prepared the accounts for the financial year ended on 31st March, 2011 on a "going concern" basis.

8. AUDIT COMMITTEE

As per requirement for compliance of Companies Act 1956, u/s 292A, the company has constituted Audit Commmittee comprising of all three directors viz. Shri S. Ramkrishna, Miss Sharmishta Jadhav and Shri D. N. Jha.

9. AUDITORS REPORT

The Auditors Report referred certain points which are clarified as under:

a) The company has made lot of efforts to appoint a Company Secretary and is hopeful of appointing one very soon. However, the company has full-fledged secretarial department to handle all the matters on regular basis and it also seeks professional advises from time to time from practicing Company Secretary.

10. AUDITORS

The companys Auditors, M/s. R. B. Pandya & Co., Chartered Accountants are eligible or re-appointment.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings or outgo. There has been no technology absorption in the current year. The energy consumption has been rationalised and economised.

12. INDUSTRIAL RELATIONS

The management has been successful in maintaining industrial peace and enjoys cordial relations with all its workers and staff.

13. ACKNOWLEDGEMENT

Your Directors would also like to place on record their appreciation to Banks, Institutions, Staff and Shareholders for their co-operation in the operation of the company.



For and on behalf of the Board of Directors

Sd/-

Vardha Sethi

Director Place: Mumbai

Date : 02.09.2011

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Mar 31, 2010

The Directors have pleasure in presenting the NINETEENTH Annual Report of Arihant Tournesol Ltd. , together with the Statement of Accounts for the year ended 31st March, 2010.

1. ECONOMIC SCENARIO

During the year under review, the companys factory was running satisfactorily under Dry Lease Agreement with M/s. Betul Oils & Flours Pvt Ltd., M/s. Vision Millennium Exports Pvt. Ltd., had raised the issue of refund of interest free advance given by them under the First Charge on the Solapur assets of the company. The company has requested to continue the dry lease arrangement as stipulated in the agreement with them.

Due to dry lease arrangement, the turnover and the profits under lease have not been taken into account.

The companys management will have to continue under lease the operations until other liabilities are settled with other and prepare and revival scheme after such settlement. The company hopes to prepare and get the proper revival scheme settled in the near future.

2. FINANACIAL PERFORMANCE

The Company has earned a profit of Rs. 15,70,412.86

3. FUTURE PROSPECTS

The management of the company engaged in discussions and restructuring the management and capital structure of the company after the revival scheme is settled satsfactority.

4. DIVIDEND

No divident has been declared during the year.

5. DIRECTORS

Mrs. Varsha Sethi, Director of the company, retires by rotation and being eligible offer herself for reappointment.

6. PARTICULARS OF EMPLOYEES

There are no employees of the company who are drawing such salary as is required to be disclosed under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975.

7. DIRECTORS RESPONSIBILITY STATEMENT

i) The preparation of the annual accounts for the financial year ended on 31st March, 2010, the applicable accounting standards have been followed along with proper explantions relating to material departures;

ii) The Directors have selected appropriate accounting policies and applied them consistenry, and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2010 end of the profit of the company for the said period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

iv) The Directors have prepared the accounts for the financial year ended on 31st March, 2010 on a "going concern" basis.

8. AUDIT COMMITTEE

As per requirement for compliance of Companies Act 1956, u/s 292A, the company has constituted Audit Commmittee comprising of all three directors viz. Shri S. Ramkrishna, Miss Sharmishta Jadhav and Shri D. N. Jha.

9. AUDITORS REPORT

The Auditors Report referred certain points which are clarified as under:

a) The company has made lot of efforts to appoint a Company Secretary and is hopeful of appointing one very soon. However, the company has full-fledged secretarial department to handle all the matters on regular basis and it also seeks professional advises from time to time from practicing Company Secretary.

10. AUDITORS

The companys Auditors, M/s. R. B. Pandya & Co., Chartered Accountants are eligible lor re-appointment.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings or outgo. There has been no technology absorption in the current year. The energy consumption has been rationalised and economised.

12. INDUSTRIAL RELATIONS

The management has been successful in maintaining industrial peace and enjoys cordial relations with all its workers and staff.

13. ACKNOWLEDGEMENT

Your Directors would also like to place on record their appreciation to Banks, Institutions, Staff and Shareholders for their co-operation in the operation of the company.

For and on behalf of the Board of Directors

Sd/- Vardha Sethi Director Place: Mumbai Date : 01.09.2010