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Directors Report of Meenakshi Enterprises Ltd.

Mar 31, 2015

Dear Members,

The are pleased to present the report on our business and operations for the year ended 31st March, 2015.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March, 2015 is summarised below;

Rs. in INR

Particulars FY 2014-2015 FY 2013-2014

Revenue from Operations 4,49,94,370 1,71,54,902

Other Income 60,960 23,89,031

Total Income 4,50,55,330 1,95,43,933

Total Expenses 4,36,16,319 1,85,63,937

Profit Before Tax & Extraordinary Items 14,39,011 9,79,996

Tax Expense

-Current Tax 7,80,253 51,640

-Deferred Tax Liability/(Assets) (44,854) 9,592

-Excess Provision for Tax Written Back - (2,05,523)

Net Profit for the Year 7,03,612 11,24,287

a. Review of operations and affairs of the Company:

During the year under review, the Company has earned a profit before Interest, Depreciation and Tax of Rs. 16,96,344/- as compared to previous year Rs. 11,09,302/-. The net profit for the year under review has been Rs. 7,03,612/- as compared to the previous year net profit Rs. 11,24,287. Your Directors are continuously looking for avenues for future growth of the Company in the Finance Industry.

b. Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company.

c. Transfer to Reserves:

Out of the Net Profit of Rs. 7,03,612/- for the FY 2014-2015, Rs. 1,40,722/- has been transferred to Statutory Reserve A/c in compliance with the Section 45 IC (i) of the Reserve Bank Act, 1934 and balance is retained as Surplus.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules there under. There are no public deposits, which are pending for repayment.

e. Particulars of contracts or arrangements made with related parties:

The company has not entered in to any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review. The Policy on Related Party Transaction is available on our website www.meenakshienterprisesltd.com

f. Variation in market Capitalization:

During the financial year under review, the Securities of your Company were listed at Madras Stock Exchange till, 29th December, 2014, but no trading platform was provided by Madras Stock Exchanges Limited.

Further the Securities of your Company were listed and admitted to dealing in dealings on the BSE Limited w.e.f 17th December, 2014., thus variation in market Capitalisation of the Company and price earnings ratio is not calculated.

The data w.r.t. to Net-worth of the company is provided hereunder.

In lakhs

Particulars FY 2014-2015 FY 2013-2014

Net-Worth 1294.17 1287.14

g. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is appended as Annexure I to this report.

h. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) the directors have 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;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

i. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Meenakshi Enterprises Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experiencefor the employee as well. During their tenure at the Company, employees are motivated through various skill- development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report..

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company currently do not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

- Mr. Stanley Gilbert Felix Melkhasingh (DIN: 01676020) was appointed as the Managing Director of the Company for a tenure starting from 2nd December, 2013 ending on 22nd September, 2016.

ii. Company Secretary:

- Mr. Mukesh Sharma was appointed as the Company Secretary of the Company w.e.f., 1st April, 2014, subsequently he resigned from the said post w.e.f., 31st December, 2014. The Board is in the Process of identifying a suitable candidate for the position of Company Secretary.

iii. Chief Financial Officer:

- Mr. Babu Madhurai Muthu has been appointed as the CFO of the Company w.e.f., 13th November, 2014.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At Meenakshi Enterprises Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement is appended as Annexure III to this report.

a. Auditors' certificate on corporate governance:

As required by Clause 49 of the Listing Agreement, the auditors'certificate on corporate governance is appended asAnnexure IV to this report.

b. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

- Mr. Mukesh Sharma was appointed as the Company Secretary cum Compliance officer of the Company w.e.f., 1st April, 2014, subsequently he resigned from the said post w.e.f., 31st December, 2014

- For time being the Company has appointed Mr. Stanley Gilbert Felix Melkhasingh (DIN: 01676020), Managing Director as the Compliance Officer of the Company.

- The Board is in the Process of identifying a suitable candidate for the position of Company Secretary cum Compliance Officer.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

c. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 08th September, 2014 approved the following;

a. Appointment of Mr. Vasalakotram Sampath Sudhakar (DIN 05139324) as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019,

b. Regularisation and Appointment of Mr. Ashok Bothra (DIN 01734863), as Independent Director of the Company to hold office for five consecutive years, for a term upto 31st March 2019

c. Regularisation and Appointment of Mr. Stanley Gilbert Felix Melkhasingh (DIN: 01676020) as the Managing Director of the Company for a period from 2nd December, 2013 to 22nd September, 2016.

(ii) At the Board Meeting held on 04th December, 2014, the following changes took place in the composition of the Board of Directors of the Company;

a. Mr. Kesavan Suresh Kumar (DIN: 06805795) was appointed as the Additional Director cum Independent Director w.e.f., 04th December, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

b. Mrs. Sumathi Kothandan (DIN: 06977468), was appointed as the Additional Director cum Independent Director w.e.f., 04th December, 2014 to hold office till the conclusion of the ensuing Annual General Meeting.

c. Mr. Rohit Gupta (DIN00785793), Non- Executive Director of the Company expressed his inability to continue and presented his resignation letter to the Board and the same was accepted by the Board and he was relieved from the Directorship of the Company with effect from 04th December , 2014.

d. Mr. Ashok Bothra (DIN:01734863), Independent Director of the Company presented his resignation letter to the Board and the same was accepted by the Board and he was relieved from the Directorship of the Company with effect from 04th December , 2014.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

(i) Mr. Stanley Gilbert Felix Melkhasingh (DIN: 01676020) retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

(ii) Mr. Kesavan Suresh Kumar (DIN: 06805795) be regularised as the Independent Director of the Company to hold office from 04th December, 2014 to 03th December, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

(iii) Mrs. Sumathi Kothandan (DIN: 06977468) be regularised as the Independent Director of the Company to hold office from 04th December, 2014 to 03th December, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof.

d. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse boardwill leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help usretain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.meenakshienterprisesltd.com.

e. Details with regards to meeting of Board of Directors of the Company:

During the FY 2014-2015, 7 (Seven) meetings of the Board of Directors of the Company were held. For further details with regards to the meeting of Board of Directors, please refer to the Corporate Governance Report which forms part of this Report.

f. Policy on directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consist of 4 Members, 1 of whom is an Promoter-Executive Director and 3 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is appended as Annexure V to this report. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

g. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

h. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board andCommittee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website www.meenakshienterprisesltd.com.

i. Board's Committees:

Currently, the Board has three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. All committees are appropriately constituted.

A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is provided under the Corporate Governance report section in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Name of the Company Member Position in the Committee Committee

Mr. Vasalakotram Sampath Sudhakar Chairman

Audit Committee Mr. Kesavan Suresh Kumar Member

Mr. Stanley Gilbert Felix Melkhasingh Member

Nomination and Mrs. Sumathi Kothandan Chairman

Remuneration Mr. Kesavan Suresh Kumar Member

Committee Mr. Vasalakotram Sampath Sudhakar Member

Stakeholders Mr. Vasalakotram Sampath Sudhakar Chairman

Relationship Mrs. Sumathi Kothandan Member

Committee Mr. Stanley Gilbert Felix Melkhasingh Member

j. Board Evaluation:

The board of directors has carried out an annual evaluation of its "own performance", "Board committees" and "individual directors" pursuant to the section 134(3) of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, The same was discussed in the board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

k. Listing:

In pursuant to the Direct Listing application filed with BSE Limited, the Equity Shares of the Company got listed and were admitted to dealing at BSE Limited w.e.f 17th December, 2014.

Further In accordance with SEBI (Delisting of Equity Shares) Regulations, 2009, the Company's Equity shares got delisted from Madras Stock Exchange Limited w.e.f 29th December, 2014.

Your Company paid the Listing Fees to the BSE Limited and Madras Stock Exchange Limited for the year 2014-15 and to BSE Limited for FY 2015-16 in terms of listing agreement entered with the said Stock Exchange(s).

4. Auditors:

a. Statutory Auditor:

Pursuant to the provisions of section 139, 140, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014 as may be applicable, M/s. Vivekanandan Associates, Chartered Accountants (Firm Registration No. 05268S) were appointed as the auditors of the company to hold office from the conclusion of the 31st Annual General Meeting till the conclusion of the 35th Annual General Meeting to be held on the year 2018, subject to the ratification at every general meeting.

The Board of Directors at the meeting held on 12th August, 2015 took on record the written unwillingness letter received from M/s. Vivekanandan Associates, Chartered Accountants (Firm Registration No. 05268S), stating their unwillingness to continue as the Statutory Auditors of the company from the conclusion of the 32nd Annual General Meeting.

The Board of Directors of the Company on the recommendation of the Audit Committee, recommends that appointment of M/s. Sundar & Co., Chartered Accountants (Firm Registration No. 004194S) as the Statutory Auditors of the company to hold office from the conclusion of this the 32nd Annual General Meeting till the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2020, subject to ratification of its appointment at every AGM.

b. Secretarial Auditors:

Vishal Garg & Associations, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2014-2015, as required under the Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2014- 2015 is appended as Annexure VI to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditors in the Audit Report:

The Auditors' report do not contain any qualifications, reservations or adverse remarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

The Auditors' report do not contain any qualifications, reservations or adverse remarks

d. Internal Financial Control

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business, including adherence tothe Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.meenakshienterprisesltd.com

f. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in the corporate governance report under the heading Whistle Blower Policy, which forms part of the directors' report. The Whistle Blower Policy is available on our website www.meenakshienterprisesltd.com.

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries is available on our website www.meenakshienterprisesltd.com

5. Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 is not applicable to the company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure VII to this Report.

b. Significant and Material Orders:

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.

c. 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 requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

7. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors

For MEENAKSHI ENTERPRISES LIMITED

Sd/- Sd/-

Stanley Gilbert Felix Melkhasingh Vasalakotram Sampath Sudhakar

Date: 12th August, 2015 DIN: (01676020) DIN: (05139324)

Place: Chennai Managing Director Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 31th Annual report and the Company's audited accounts for the financial year ended 31st March, 2014

FINANCIAL RESULTS:

The Company's financial performance for the year ended 31st March, 2014 is summarized below;

Particulars Audited Financial Audited Financial Statement for the year Statement for the year ended March 31st 2014 ended March 31st 2013

Revenue from Operations 195.44 169.54

Profit Before Tax & Extraordinary Items 9.80 7.04

Provision for Taxation -1.44 2.08

Profit after Tax 11.24 4.96

Profit brought forward from Previous Year -59.09 -63.06

Add Profit/Loss after tax 11.24 4.96

Sub Total -47.85 -58.10

Less transfer to Statutory Reserve 2.26 0.99

Balance carried forward to next year -50.11 -59.09

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a profit before Interest, Depreciation & Tax of Rs. 11,09,302/- comparing to previous year Rs. 7,16,191/- . The net profit for the year under review has been Rs. 11,24,286/- comparing to the previous year net profit Rs. 4,96,208/-. Your Company is constantly looking to varied field of financial industry so as to tap the areas of better returns.

DIVIDEND:

Your Directors do not recommend any dividend for the year under review retaining the surplus with the company for furthering the growth of the Company.

FIXED DEPOSITS:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under. There are no Public deposits, which are pending repayment.

COMPANY SECRETARY AND COMPLIANCE DEPARMENT:

During the year under review, Mr. Vishal Kumar Garg was appointed as the Company Secretary cum compliance officer of the Company w.e.f., 1st November, 2013. The Company accepted his resignation from the Company with effect from 29th March, 2014. Your Board of Director then appointed Mr. Mukesh Sharma as the Company Secretary cum Compliance officer of the Company w.e.f., 1st April, 2014.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

DIRECTORS:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

- Mr. Nathmal Jhunjhunwala (DIN: 01929490), Non-Executive Independent Director of the Company resigned from the Directorship of the Company w.e.f., 16th September, 2013,

- Mr. Stanley Gilbert Felix Melkhasingh (DIN: 01676020) was appointed as the Additional Director Cum Executive Director of the Company w.e.f., 23rd September, 2013. Subsequently this appointment as the Executive Director was approved by the Share Holders at the Extra Ordinary General meeting held on 20th November, 2013. There after the Board of Directors at the Board Meeting held on 02nd December, 2013 appointed Mr. Stanley Gilbert Felix Melkhasingh as the Managing Director of the Company w.e.f., 02nd December, 2013,

- Mr. Ashok Bothra (DIN: 01734863) was appointed as the Additional Director cum Non- Executive Independent Director of the Company at the meeting of Board of Directors of the Company held on 24th October, 2013 and

- Mr. Sundaram Sankaranarayanan (DIN: 00975329) Non-Executive Independent Director of the Company resigned from the Directorship of the Company w.e.f., 18th January, 2014.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

- Mr. Rohit Gupta (DIN: 00785793), who retires by rotation at the ensuing AGM under the provisions of the Companies Act, 2013, being eligible seeks re-appointment,

- Mr. Vasalakotram Sampath Sudhakar (DIN 05139324), is proposed to be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof,

- Mr. Ashok Bothra (DIN 01734863) is proposed to be appointed as the Independent Director of the Company for a tenure of five years ended 31st March, 2019 under the provision of Section 149 of the Companies Act, 2013 and rules thereof and

- Mr. Stanley Gilbert Felix Melkhasingh (DIN: 01676020) who was appointment as the Managing Director of the Company at the Board meeting held on 02nd December, 2014, is hereby recommended to the shareholders for approval.

CHANGE IN THE PROMOTER/MANAGEMENT OF THE COMPANY:

Though it is already known that M/s. Anurodh Merchandise Private Limited along with Mr. Stanley Gilbert Felix Melkhasingh has taken over the Company through an open offer, the facts of the said circumstances are brought forward as under;

Mr. Rohit Gupta and others (Persons Acting in Concert) disinvested their entire Share Holding of 36,200 Equity Shares of the Company on 10th December, 2012 and further submitted an "Relinquishment request for de-notifying as Promoter and Promoter group of the Company" on the same date. The Company Since then did not have any identified set of Promoter / Promoter group.

The Board of Directors Appointed Mr. Stanley Gilbert Felix Melkhasingh as the Executive Director of the Company w.e.f., 23rd September, 2013. Subsequent to his appointment, the Company receive a letter from Mr. Anurodh Merchandise Private Limited (Acquirer) dated 23rd September, 2013 giving the intention to be inducted as the Promoter / Person in Control of the Company, stating that facts that "as on the date of the letter, the Company do not have any identified Promoter / Promoter Group and is managed by the Board of Directors only and M/s. Anurodh Merchandise Private Limited along with Mr. Stanley Gilbert Felix Melkhasingh is single largest shareholder group in the Company holing 4,06,600 Equity Shares of the Company amounting to 13.55% of then paid up Capital of 30,00,000 Equity Shares.

The Company vide its Board Meeting dated 26th September, 2013 took on record the letter received from M/s. Anurodh Merchandise Private Limited and Mr. Stanley Gilbert Felix Melkhasingh and inducted them as the Promoter/Promoter Group of the Company.

Subsequently on 1th October, 2013, M/s. Anurodh Merchandise Private Limited acquired Further 20,000 Equity Shares of the Company.

M/s. Anurodh Merchandise Private Limited (Acquirer) along with Mr. Stanley Gilbert Felix Melkhasingh (Person Acting in Concert) made the public Announcement on 12th March, 2014 for acquiring 32,24,000 Equity Shares of the Company amount to 26% of the then paid up Share Capital of 1,24,00,000 Equity Shares of the Company at the rate of Rs. 12/- per Shares. The Details Public Statement was published in the News Papers on 20th March, 2014.

Subsequently Final Letter of Offer was released on 23rd May, 2014 stating that the Open offer will be for the following period:

Open Offer Opens on: 02nd June, 2014 Open Offer Closes on: 13th June, 2014 The Independent Directors Committee constituted for the purpose of recommendation for acceptance or rejection of the Open Offer on 27th May, 2014 recommended the acceptance of the Open Offer made by the Acquirer and PAC, as the Offer price of Rs. 12/- per Equity Shares as quoted by the acquirer was higher than the fair value per equity share of the Company which was certified to be Rs. 2.61 per Share.

The Manager to the offer vide their Certificate dated 17th June, 2014 confirmed the completion of the Open Offer, stating the fact that Nil shares were offered by the public to the Acquirers through the Open Offer.

STATEMENT BY THE PROMOTERS:

M/s. Anurodh Merchandise Private Limited (Acquirer) along with Mr. Stanley Gilbert Felix Melkhasingh (Person Acting in Concert) takes this opportunity to assure the Members of the Company that we will take all steps necessary to take the profitability of the Company to next heights.

AUDITORS:

Auditors M/s. Vivekanandan Associates, Chartered Accountants (Firm Registration No. 05268S) holds the office until the conclusion of the ensuing Annual General Meeting. Your company has received certificate from the Auditors U/s. 141 of the Companies Act, 2013 to the effect that their reappointment if made, will be within the limit prescribed and that they do not disqualify for re- appointment. In terms of Section 139 of the Companies Act, 2013, M/s. Vivekanandan Associates, Chartered Accountants is proposed to be appointed for a tenure of 4 Annual General Meeting from the conclusion the ensuing 31st Annual General Meeting to the conclusion of the 35th Annual General Meeting(subject to ratification of this appointment at every AGM) The notes on Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEE:

There are no employees who are paid remuneration in excess under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

PARTICULARS OF ENERGY CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION, RESEARCH AND DEVELOPMENT:

A) ENERGY CONSERVATION:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company does not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company has not earned or spent any foreign exchange during the year under review.

C) Technology Absorption, Adaptation and Innovation, Research and Development:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI and Stock Exchanges. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

DIRECTORS- RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care 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 annual accounts of the Company on a going concern' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

EQUITY SHARE CAPITAL:

Your directors are pleased inform that during the year under review, your Company raised Rs. 10,34,00,000 /- by issue of 94,00,000 Equity shares of Rs. 10/- per share of the Company on a premium of Rs. 1/- per share issued on Preferential Basis at the Board meeting held on 14th February, 2014.

LISTING:

Your Directors take immense please in informing you that the Company after has received the letter dated 26th December, 2013, from Madras Stock Exchange Limited, granting listing and trading permission for 20,000 Equity Shares issued by the Company on preferential Basis at the Board meeting held on 30th September, 1997.

Further the Company also received the letter dated 03rd February, 2014, from Madras Stock Exchange Limited, granting listing and trading permission for 27,40,000 Equity Shares issued by the Company on preferential Basis at the Board meeting held on 31st March, 2012.

It is further brought to the Notice of the Members that the Company received the letter dated 17th April, 2014 and 06th May, 2014 from Madras Stock Exchange Limited, granting listing and trading permission respectively for 94,00,000 Equity Shares issued by the Company on preferential Basis at the Board meeting held on 14th February, 2014.

The Company has applied for Direct Listing at Bombay Stock Exchange vide its application dated 26th May, 2014 Your Company paid the Listing Fees for Madras Stock Exchange Limited for the FY 2014-15 in terms of listing agreement entered with the said Stock Exchange.

RELATED PARTY TRANSACTION:

During the year under review, the Company has not entered in to any related party transactions except payment of salary/remuneration to Key Managerial Personnel's.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By order of the Board of Directors

For Meenakshi Enterprises Limited

Sd/-

Date : 28th July, 2014 Stanley Gilbert Felix Melkhasingh

Place : Chennai Managing Director


Mar 31, 2013

The Directors have great pleasure in presenting 30th ANNUAL REPORT along with the Audited

Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2013.

1. FINANCIAL RESULTS: (in Rupees)

PARTICULARS Year Ended Year Ended 31st March 2013 31st March 2012

Total Income 16,953,540 211,602

Expenditure 16,249,361 846,759

Profit before Tax 704,179 (685,191)

Less: Tax

1.Current Tax 205,523 -

2. Deferred Tax 2,448 -

Profit after tax 496,208 (685,191)

2. OPERATIONS:

During the year the performance of the company was satisfactory. The company has made a profit of Rs 496,208/- after Tax as against the previous year loss of Rs. (685,191).

3. DIVIDEND:

In order to conserve the resources of the Company the Board of Directors have decided to deploy all the profit of the financial year to the business of the Company. Hence they are unable to pay the dividend.

4. DIRECTORS:

Mr Nathamal Jhunhjunwala will be retiring at 30th Annual General Meeting by rotation and being eligible, offer himself for re-appointment. Further, Mr. V S Sudhakar was appointed as an Additional Director on July 30, 2012. The board of directors recommends the appointment of Mr. V S Sudhakar as an Independent director of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii. That the Directors have 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 2012 - 2013 and of the Profit or Loss of the Company for the period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

AUDITORS:

M/s. Vivekanandan Associates, Chartered Accountants, will hold office until the conclusion of the 30th Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility to be appointed to the post under section 224(1B) of the Companies Act, 1956.

6. COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from a Company Secretary in whole time practice, confirming that the company has complied with all the provisions of Companies Act, 1956.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Statutory Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report in Annexure A.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report is given as Annexure B to this report.

10. PARTICULARS OF EMPLOYEES:

Particulars of employees, as required by Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, are not given as no employees are drawing salary in excess of the limits of the Section 217(2A).

11. CONSERVATION OF ENERGY:

Even though, the major activity of your Company does not involve high consumption of energy, your Company is making all efforts to optimize usage of energy.

12. TECHNOLOGY ABSORPTION:

Your Company has not imported a technology hence no details are given.

13. FOREIGN EXCHANGE EARNIGNS/OUTGO:

Foreign Earnings : Nil

Foreign Outgo : Nil

14. APPRECIATION:

The Directors wish to take this opportunity to thank all the Shareholders, Banks, Customers and its Employees for their Co-operation & support extended to the Company.

By Order of the Board

For MEENAKSHI ENTERPRISES LTD.

Sd/-

Place : Chennai Rohit Gupta

Date : 23 May 2013 Director


Mar 31, 2012

The Directors have great pleasure in presenting 29th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2012.

1. FINANCIAL RESULTS: (in Rupees)

PARTICULARS Year Ended Year Ended Year Ended Year Ended 31st March 2012 31st March 2011

Income from Operations 211602 8572

Depreciation 645664 3873

Profit / (Loss) before taxation (685391) (20565)

Provision for taxation Nil Nil

Deferred Tax Liabilities Nil Nil

Brought Forward from

Previous Year (5620795) (56,00,230)

Net surplus (deficit) for the year (685391) (20,565)

2. OPERATIONS:

During the year the performance of the Company was satisfactory in comparison to previous year as net profit before tax has increased to Rs. 211602 from Rs.8,572/-

3. DIVIDEND:

In order to conserve the resources of the Company the Board of Directors have decided to deploy all the profit of the financial year to the business of the Company. Hence they are unable to pay the dividend.

4. DIRECTORS:

Mr. Sundaram Sankaranarayanan and Mr. Nathmal Jhunjhunwala were appointed as additional directors and during the period and all of them are highly educated professional personnel. The Company expects to perform better with their experience in future. Mr. Deepak Gupta has resigned as a director of the company with effect from 10th March, 2012.

DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 2011-2012 and of the Profit or Loss of the Company for the period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

5. AUDITORS:

M/s. Vivekanandan Associates, Chartered Accountants, will hold office until the conclusion of the for the coming Annual General Meeting. They have signified their willingness to accept re-appointment and have further confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

7. CORPORATE GOVERNANCE CODE:

The Board had implemented Corporate Governance pursuance of clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from Statutory Auditors of the Company on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report.

8. PARTICULARS OF EMPLOYEES:

Particulars of employees, as required by Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, are not given as no employees are drawing salary in excess of the limits of the Section 217 (2A).

9. CONSERVATION OF ENERGY:

Even though, the major activity of your Company does not involve high consumption of energy, your Company is making all efforts to optimize usage of energy.

10. TECHNOLOGY ABSORPTION: Your Company has not imported any

technology, hence no details are given.

11.INCREASE IN AUTHORISED CAPITAL:

Your Company has already intimated and taken the approval from you regarding the increase in Authorized capital of the Company from Rs. 26,00,000 to Rs. 3 Crores through the Extra Ordinary General Meeting held on 21st March, 2012.

12. APPRECIATION:

The Directors wish to take this opportunity to thank all the Shareholders, Banks & Customers for their Co-operation & support extended to the Company.

By Order of the Board

For MEENAKSHI ENTERPRISES LTD.

Sd/-

Place : Chennai Rohit Gupta

Date : 01-6-2012 Director


Mar 31, 2011

The Directors have pleasure in Presenting the Twenty Eighth Annual Report together with the Audited Accounts of your company for the Financial Year ended 31st March, 2011.

1. FINANCIAL RESULTS:

2010-2011 2009-2010 Rs. Rs.

Gross Income 60344 61033

Profit/(Loss) before Depn, Tax & Provisions (16692) (47104)

Depreciation

Provision for Loss assets as per RBI norms 3873 5676

Provision for Income tax

Net Surplus (deficit) for the year (20565) (52780)

OPERATION/GENERAL REVIEW:

There is no fresh business done during the year 2010-2011. Your directors are concentrating on the legal issues emanating out of the legal action taken against the HP Debtors and the Loans & Advance Parties and are hopeful that the legal actions would result in some recovery in due course Your Directors are closely watching the business scenario so that some alternative stream of revenue can be found for the Company at the earliest. team of revere can be found for the

DIRECTORS:

Mr, Suresh Kumar Gupta Directors retires at the ensuing AGM and being eligible offers himself for re-appointment.

AUDITORS: The company Auditors M/S CHATURVEDI & CO., Chartered Accountants, Chennai retire at the conclusion of the ensuing Annual General Meeting and they are eligible for re-appointment The company has received necessary consent from them as required by the Act.

PERSONNEL:

The information required under Section 217(2A) of the Companies Act, 1956 and read with the Rules there under for. the year under report Can be taken as NIL.

The particulars of Energy, Technology Absorption and Foreign Exchange earnings and Expenditure can be taken as NIL.

DIRECTOR'S RESPONSIBILITY STATEMENT: -

The Board of Directors of the company confirms:

i) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected Accounting policies were applied consistently and the Directors 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 as at 3iSI March 2011 and of the loss of the Company for the year ended on that date;

iii) that 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;

iv) that the annual accounts have been prepared on a going-concern basis,

By Order of the Board

For Meenakshi Enterprises Limited

PLACE: CHENNAI

DATE : 01-06-2011

SURESH KUMAR GUPTA

DIRECTOR

for MEENAKSHI ENTERPRISES LTD,

Director

 
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