Mar 31, 2016
Dear Members,
We are pleased to present the report on our business and operations for the year ended 31st March, 2016.
1. Results of our Operations:
The Company''s financial performance for the year ended 31st March, 2016 is summarized below;
Amount in Lacs
Particulars |
FY 2015-2016 |
FY 2014-2015 |
Revenue from Operations |
206.38 |
449.94 |
Other Income |
0.58 |
0.61 |
Total Income |
206.96 |
450.55 |
Total Expenses |
275.04 |
436.16 |
Profit Before Tax & Extraordinary Items |
(68.09) |
14.39 |
Tax Expense |
|
|
-Current Tax |
- |
7.80 |
-Deferred Tax Liability/(Assets) |
(0.27) |
(0.45) |
-Excess Provision for Tax Written Back |
- |
- |
Net Profit/Loss for the Year |
(67.82) |
7.04 |
a. Review of operations and affairs of the Company:
During the year under review, the Company has incurred loss before Interest, Depreciation and Tax of Rs. 66.23 lacs as compared to the profit of Rs.16.96 lacs in the previous year. The net loss for the year under review has been Rs.67.82 Lacs as compared to the previous year''s net profit of Rs. 7.04 lacs. Your Directors are continuously looking for avenues for future growth of the Company in the Finance Industry.
Your Board has thoroughly evaluated the various strengths and weakness of the Company in light of Company''s experience in the Non-Banking segment for over two decades and the various challenges being faced by the Company in the Industry, and have decided to recruit a Strategic Management Consultant / Consultancy Firm/Company to review the various business proposals as available with the company in the segment of ''Manufacturing and/or trading of Electronic Gazettes", "Information Technology"& "Information Technology enabled Services" and submit to the Board the viability report on the same. Further, upon receipt of the said viability report the Board shall deliberate on the diversification/expansion plans at appropriate time.
b. Material changes & Commitments if any:
The registered office of the Company is situated at Chennai, Tamil Nadu. However, keeping in view that the majority of Investors are based in the Western part of India, the growth potential and the opportunities in the state of Maharashtra coupled with the low cost of human sources and other physical infrastructure facilities as required for the business, the Company desired to enlarge, widen, expand and extend the area of operations of the Company in the state of Maharashtra. Further, in the future, the Company had decided to focus its main operations/projects in the state of Maharashtra and its surrounding areas which will enable the Company to conduct its operations more economically and efficiently.
Accordingly, the Board of Directors proposed to shift the registered office of the Company from the state of Tamil Nadu to the state of Maharashtra i.e. from Chennai to Mumbai and recommended the resolution for the approval of the shareholders to be passed as Special Resolution through Postal Ballot.
Subsequently, vide Announcement of Results of the Postal Ballot on 13th May, 2016, the resolution for shifting the registered office of the Company from the state of Tamil Nadu to the state of Maharashtra i.e. from Chennai to Mumbai was dissented by the shareholders of the Company.
c. Dividend:
Your Directors do not recommend any dividend for the year under review because of the losses suffered by the Company.
d. Transfer to Reserves, if any.
During the year under review no proposal has been made to transfer any amount to any reserves. The Company has incurred loses this fiscal year.
e. 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.
f. Particulars of loans, guarantees or investments:
As provisions of section 186 of the Companies Act, 2013 is not application to NBFC Company, the disclosure under Section 186 of the Companies Act, 2013 has not been made.
g. 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
h. Variation in market Capitalization:
During the year under review the variation in the Market Capitalization of the Company was as follows:
Particulars |
As at 31st March, 2016 |
As at 31st March, 2015 |
Increase / Decrease in % |
Market Value per share |
303.2 |
55 |
451.27 |
No. of Shares |
12400000 |
12400000 |
- |
Market Capitalization |
375,96,80,000 |
68,20,00,000 |
451.27 |
EPS |
-0.55 |
0.06 |
- |
Price earnings ratio |
- |
916.66 |
- |
Percentage increase/decrease in the Market Price of the Shares in comparison with the last Preferential issue 1 |
2656.36 |
1 The Preferential issue of the Company in the FY 2013-2014 was brought out at a rate of Rs. 10/- per share with a premium of Rs.1/- per share.
i. Management''s Discussion and Analysis:
Management''s Discussion and Analysis Report for the year under review, as stipulated under Schedule V (B) and Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 is appended as Annexure I to this report.
j. 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.
k. 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 experience for 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 Disclosure with respect to details of the Top 10 employees as on 31st March, 2016 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as mentioned below:
PARTICULARS |
I |
Name of the Employee |
Babu Madhurai Muthu |
Age |
31 Years |
Designation |
Chief Financial Officer |
Nature of Employment |
Permanent |
Salary drawn |
Rs.15,000 |
Qualification |
BCS |
Experience in years |
10 |
Date of Joining |
13.11.2014 |
Particulars of Previous Employment |
Accounts Manager |
Note: As on 31st March, 2016 the Company has only 1 employee on rolls.
The Company currently do not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.
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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is appended as Annexure III to this report.
a. Auditors'' certificate on corporate governance:
As required by Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditors'' certificate on corporate governance is appended as Annexure IV to this report.
b. Compliance Department:
Mr. Stanley Gilbert Felix Melkhasingh (DIN:01676020), Managing Director of the Company was appointed as the Compliance Officer of the Company w.e.f. 1st January, 2015. Further the Board is in the Process of identifying a suitable candidate for the position of Company Secretary.
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 28th September, 2015 approved the following;
a. Re-appointment of Mr. Stanley Gilbert Felix Melkhasingh (DIN:01676020), who had retired by rotation.
b. Regularization of Mr. Kesavan Suresh Kumar (DIN: 06805795) as Independent Director of the Company to hold office for five consecutive years, for a term upto 3rd December, 2019.
c. Regularization of Mrs. Sumathi Kothandan (DIN: 06977468), as Independent Director of the Company to hold office for five consecutive years, for a term upto 3rd December, 2019.
In compliance with the Companies Act, 2013 the following directors are proposed to be appointed/re-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) Re-appointment of Mr. Stanley Gilbert Felix Melkhasingh (DIN: 01676020) as the Managing Director of the Company.
d. Board Diversity:
The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us to retain 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 2015-2016, 9 (Nine) meetings of the Board of Directors of the Company were held. For further details with regard 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, 2016, 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 under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
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 and Committee 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: Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee. All committees are properly 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 as well as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are as follows:
Name of the Committee |
Name of the Company Member |
Position in the Committee |
|
Mr. Vasalakotram Sampath Sudhakar |
Chairman |
Audit Committee |
Mr. Kesavan Suresh Kumar |
Member |
|
Mr. Stanley Gilbert Felix Melkhasingh |
Member |
|
||
Nomination and Remuneration Committee |
Mrs. Sumathi Kothandan |
Chairman |
Mr. Kesavan Suresh Kumar |
Member |
|
Mr. Vasalakotram Sampath Sudhakar |
Member |
|
|
||
Stakeholders Relationship Committee |
Mr. Vasalakotram Sampath Sudhakar |
Chairman |
Mrs. Sumathi Kothandan |
Member |
|
Mr. Stanley Gilbert Felix Melkhasingh |
Member |
j. Board Evaluation:
The Board has carried out an annual evaluation of its "own performance", and that of its "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:
The Equity Shares of the Company are listed on BSE Limited having its office at P. J. Towers, Dalal Street Fort, Mumbai - 400001.
Your Company paid the Listing Fees to the BSE Limited for FY 2015-16 as well as for 2016-17 in terms of Erstwhile Listing Agreement and Uniform Listing Agreement entered with the said Stock Exchange(s).
Note of Suspension in the Trading of Securities of the Company at BSE:
It is brought to the notice of the Shareholders that BSE vide notice no. 20151218-28 dated 18th December, 2015 informed all the Trading Members of the Exchange about the requirement of the Company''s which had issued shares on Preferential basis in the previous 5 years to submit a Certificate to BSE from the Auditor, failing which the trading in securities of those company shall be suspended as a surveillance measure. In continuation with the above said notice, BSE issued another Notice no. 20151221-2 dated 21st December, 2015, informing all the Trading Members of the Exchange that trading in securities in a list of 35 entities shall stand suspended/ remain suspended w.e.f. 24th December, 2015 till further action. In the said list of 35 entities, M/s. Meenakshi Enterprises Limited was one such entity. Further the Company vide its letter dated 22nd December, 2015 had submitted the requisite certificate from the Auditor of the Company.
In this regard, your Company filed a Writ Petition vide W.P(C)715/2016 with Hon''ble High Court of Delhi for revocation of the Suspension of trading in the Script of the Company.
Subsequently the Company received Order dated 27th January, 2016 from Hon''ble High Court of Delhi directing BSE Limited to revoke the suspension if satisfied with the company''s submissions or if not satisfied to pass a reasoned order on or before 12th February, 2016.
Thereafter, BSE vide notice 20160210-4 dated 10th February,2016 informed the Company and the trading members that the trading in the equity shares of the Company shall resume w.e.f., 11th February,2016.
l. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013:
(i) Elements of remuneration Package of all the Director:
The details with regards to the remuneration Package of all the Director is provided in "Point No. VI" of the Extract of Annual Return in the prescribed format prepared in accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 and appended as Annexure VII.
(ii) Details of Fixed Component and Performance linked incentives along with the performance criteria:
The Company currently pays remuneration to only the Executive Director. The Company does not pay any remuneration in which ever name so called to its NonExecutive Director. Currently the entire remuneration being paid to the Executive Director contains only Fixed Component.
(iii) Service Contract, Notice Period and Severance Fees:
The Company has not entered in to any Service Contract with the Mr. Stanley Gilbert Felix Melkhasingh, Managing Director of the Company. Thus there is no Fixed Notice Period or Severance Fees.
(iv) Stock Options, if any:
The Company currently do not have any stock option scheme for its Employees or Directors.
m. Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy is available on our websitewww.meenakshienterprisesltd.com
4. Auditors:
a. Statutory Auditor:
The Company had appointed M/s. Sundar and Co as Statutory Auditor of the Company at its 32ndAnnual General Meeting held on 28th September, 2015 to hold office from the conclusion of the 32ndAnnual General Meeting till the conclusion of the 37th Annual General Meeting.
Later, M/s. Sundar & Co, Chartered Accountants (Firm Registration No. 004194S), tendered their resignation on 5thApril, 2016 stating their unwillingness to continue as the Statutory Auditor of the Company with immediate effect.
Subsequently, in compliance with Section 139 (8) of Companies Act 2013 and on the recommendation of the Audit Committee, M/s. Vivekanandan and Associates, Chartered Accountants (Firm Registration No. 05268S) were appointed by the Board of Directors of the Company as the Statutory Auditors of the Company to hold office till the conclusion of the ensuing 33rdAnnual General Meeting of the Company.
Subsequently, the Board of Directors of the Company conducted Postal Ballot and recommended the resolution for the appointment of M/s. Vivekanandan and Associates, Chartered Accountants (Firm Registration No. 05268S) for the approval of the shareholders to be passed as Special Resolution.
Further, the Company vide Announcement of Results of Postal Ballot dated 13th May, 2016, approved the resolution and appointed M/s. Vivekanandan and Associates, Chartered Accountants(Firm Registration No. 05268S) as the Statutory Auditor of the Company to hold office till the conclusion of the 33rdAnnual General Meeting of the Company and the Board was authorized to fix the remuneration plus service tax, o-ouft-pocket expenses, travelling expenses, etc. payable to the Statutory Auditor, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditor.
Further, the Board of Directors (BODs) of the Company on the recommendation of the Audit Committee, recommends the appointment of M/s. Vivekanandan Associates, Chartered Accountants (Firm Registration No.05268S) the retiring auditor of the Company for reappointment and to hold the office from the conclusion of the 33rdAnnual General Meeting till the conclusion of the 38thAnnual General Meeting of the Company to be held in the year 2021, for a period of 5 years (subject to ratification of his appointment at every AGM), at such remuneration plus service tax, outf-pocket, travelling, etc., as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditor."
b. Secretarial Auditors:
M/s. Vishal Garg & Associations, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the FY 2015-2016, as required under the Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the FY 20152016 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:
a. The Company has not appointed a Company Secretary and/or Compliance Officer in terms of Section 203 (1)(ii) of the Companies Act, 2013 and Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015
The Board with respect to the above mentioned qualification herewith submits that, the Board is in process of identifying a suitable candidate for the position of Company Secretary cum Compliance Officer. Therefore for the time being Mr. Stanley Gilbert Felix Melkhasingh, Managing Director of the Company is appointed as the Compliance officer.
d. Internal Financial Control
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 websitewww.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 websitewww.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 websitewww.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, is 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 at work place.
d. Reporting of Fraud by Auditors:
No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.
e. Soliciting Shareholders Information:
This is to inform you that the company is in process of updation of records of the shareholders in order to reduce the physical documentation as far as possible.
With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records. We would also like to update your current signature records in our system. To achieve this, we solicit your co-operation in providing the following details to us;
a. If you are holding the shares in dematerialized form you may update all your records with your Depository Participant (DP).
b. If you are holding shares in physical form, you may provide the following:
i. Folio No.
ii. Name
iii. Pan No.
iv. E-mail ID
v. Telephone No.
vi. Specimen Signatures (3 in Nos.)
f. 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: 03.09.2016 (DIN: 01676020) (DIN: 05139324)
Place: Chennai (Managing Director) (Director)
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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