Your Directors have pleasure in presenting the 36th Annual Report ofMeenakshi Enterprises Limited along with the audited financial statements for the yearended March 31 2019
1. FINANCIAL RESULTS
(Rupees in lacs)
|Particulars ||FY 2018-2019 ||FY 2017-2018 |
|Revenue from Operations ||363.39 ||338.28 |
|Other Income ||1.17 ||3.96 |
|Total Income ||364.56 ||342.24 |
|Total Expenses ||386.17 ||341.77 |
|Profit Before Tax & Extraordinary Items ||-2.16 ||0.46 |
|Tax Expense || || |
|-Current Tax ||- ||0.08 |
|-Deferred Tax Liability/(Assets) ||- ||0.91 |
|-Excess Provision for Tax Written Back ||- ||(3.04) |
|Net Profit/Loss for the Year ||-2.16 ||2.51 |
2. BUSINESS PERFORMANCE
During the year under review the Company has incurred Loss of Rs.2.16 Lakhs as againstnet profit of Rs.2.51 Lakhs in the previous year. Your Directors are continuously takingall the efforts to improve the existing Business.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2019 was Rs.124000000/- Noadditions and alterations to the capital were made during the financial year 2018-2019
Your Company do not recommend any dividend for the year due to losses in the company.
5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
As Provisions of section 186 of the Companies Act 2013 is not applicable to NBFCCompany.
6. TRANSFER OF PROFIT TO RESERVES
During the year under review the company has incurred loss of Rs. 2.16 Lakhs and hencethe company does have not transferred twenty percent of net profit to statutory reservesas per 45-IC of Reserve Bank of India Act 1934.
7. DEPOSITS FROM PUBLIC
During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and rules thereunder.
8. RELATED PARTY TRANSACTIONS
The company has not entered in to any contracts or arrangements with related partiesreferred to in section 188(1) of the Companies Act 2013 during the financial year underreview. However the Policy on Related Party Transaction is available on our website:www.melnbfc.com.
9. MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management s Discussion and Analysis isset out in this Annual Report Annexure -II
10. RISK MANAGEMENT
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company s competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website www.melnbfc.com.
11. BOARD POLICIES
The details of the policies approved and adopted by the board are provided in CorporateGovernance Report.
12. HUMAN RESOURCES
To ensure good human resources management at Meenakshi Enterprises Limited we focus onall aspects of the employee lifecycle. This provides a holistic experience for theemployee as well. During their tenure at the Company employees are motivated throughvarious skill development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.
13. PREVENTION OF SEXUAL HARRASMENT POLICY
The company has in place Prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. The said policy is placed in the website of the company vizwww.melnbfc.com The Company has not constituted Internal Complaint Committee as per theaforesaid Act. as there is no woman employee as except contract labourer for housekeeping.
However There was no complaints received pursuant to the Sexual Harassment of theWoman at the Workplace (Prevention Prohibition and Redressal) Act 2013
14. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesn't have any subsidiaries associates and joint venture companies.
15. CORPORATE GOVERNANCE REPORT
In accordance with Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 corporate governance report forms a part of DirectorsReport and attached as Annexure I
16. EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in form MGT-9 as provided undersub section (3) of the Section 92 of the Companies Act 2013 ("the Act") isannexed herewith as Annexure III
17. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material change and events during the financial year. There are nosignificant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and Company s operations in future.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year there were no such instances of significant and material orders passedby the regulators courts or Tribunals.
19. STATUTORY AUDITORS
Statutory Auditor: At the Annual General Meeting held on 30th September 2016 M/s.Vivekanandan and Associates Chartered Accountants (Firm Registration No. 05268S) wereappointed as Statutory Auditors of the Company from the conclusion of the 33rd AnnualGeneral Meeting till the conclusion of the 38thAnnual General Meeting of the Company to beheld in the year 2021 for a period of 5 year. Ratification of there appointment is notbeing done pursuant to MCA notification dated 7 May 2018 by amending Companies (Audit andAuditors) Rules 2014 by Companies (Audit and Auditors) Amendment Rules 2018.
COMMENT ON STATUTORY AUDITOR'S REPORT
There are no qualifications reservations remarks or disclaimers made by M/s.Vivekanandan and Associates Statutory Auditor in their audit report .The StatutoryAuditor have not reported any incident of fraud to the Audit Committee of the Companyduring the financial year 2018-19 and has given unmodified report.
20. SECRETARIAL AUDITOR
Pursuant to the requirements of Section 204 (1) of the Companies9Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms.LakshmmiSubramanian of M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries(Membership No. CP 3534) was appointed to conduct secretarial audit for the financial year2018-19.
The Secretarial Audit report as received from the Secretarial Auditor is annexed tothis report as Annexure-IV
COMMENT ON SECRETARIAL AUDIT REPORT
The company is in the process of taking action for regularizing the qualificationsgiven by the secretarial auditor in their Report.
21. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report.
22. CORPORATE SOCIAL RESPONSIBILITY
Your company is having losses and not having profits more than Rs. FIVE Crores in theyear 2018-2019 or net worth more than Rs.500 Crores or turnover of more than Rs.1000Crores in the Previous financial year and therefore Constituting of Corporate SocialResponsibility committee and its compliance in accordance with the provisions of section135 of the Act does not arise .
23. THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
1. Energy Conservation: Conservation of energy continues to receiveincreased emphasis and steps are being taken to reduce the consumption of energy at alllevels. The Company has taken steps to conserve energy in its office use consequent towhich energy consumption had been minimized. No additional Proposals/ Investments weremade to conserve energy. Since the Company has not carried on industrial activitiesdisclosure regarding impact of measures on cost of production of goods total energyconsumption etc is not applicable.
2. Foreign Exchange Earnings and Outgo: The Company has not earned or spentany foreign exchange during the year under review.
3. Research and Development & Technology Absorption: The Company has notadopted any technology for its business and hence no reporting is required to be furnishedunder this heading. The Company will adopt necessary technology as and when required inthe furtherance of the business.
24. BOARD EVALUATION
Pursuant to the provisions of companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
25. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In terms of Section 152 of the Companies Act 2013 Mr. Stanely Gilbert Felix MelkhaSingh retires by rotation at the forthcoming AGM and is eligible for re-appointment. Mr.Stanely Gilbert Felix Melkha Singh offered himself for re-appointment and shall continuetill his term as the Manging Director. Brief profile of Mr. Stanely Gilbert Felix MelkhaSingh is given in the Notice of forth coming Annual General Meeting of the Company.
KEY MANAGERIAL PERSONNEL
The key managerial personnel of the Company are as under:
|1. Mr.Stanely Gilbert Felix Melkha Singh ||Mangaing Director |
|2. Babu Madhurai Muthu ||Chief Financial Officer (w.e.f 01.01.2019) |
|3. Aditiya Kumar Sethi ||Company Secretary |
26. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION
Company s Policy on Director s appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act and covered in Corporate Governance whichforms a part of this report. Futher information about elements of remuneration andpackage of individual directors is provided in the extract of Annual Return as providedunder Section 92(3) of the Act is enclosed as Annexure-VI in the prescribed form MGT-9and forms part of this report. The policy can be viewed on the company s website:www.melnbfc.com
27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors of the Company has laid down Code of Conduct for Directors andfor Senior Management & Employees. All Board Members and Senior Management haveaffirmed compliance with the Code of Conduct for the year under review.
Declaration to this effect signed by the Executive Director is appended as"Annexure-7" to this report.
28. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the other Directors are related to each other within the meaning of the term"relative" as per Section 2 (77) of the Act and the provisions of the revisedlisting agreements.
29. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on 12.02.2019 inter aliato:
i. Review the performance of non-independent directors and the Board as a whole;
ii. Review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors;
iii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
30. EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS' MEETING
During the year under review the Directors (other than Independent Directors) met on12.02.2019 inter alia to:
i. Review the performance of the independent directors of the company taking intoaccount the views of executive directors and non-executive directors;
ii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
31. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of the profit of the Company for the yearended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
32. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and under SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.
33. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.
34. PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is detailed in Annexure- V to the Director s Report.
35. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
36. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report.
The Board of Directors would like to thank all employees of the Company and alsoCompany s shareholders auditors customers and bankers for their continued support.
| ||By Order of the Board of Directors |
| ||For MEENAKSHI ENTERPRISES LIMITED |
| ||Sd/- ||Sd/- |
| ||Stanley Gilbert Felix Melkhasingh ||Vasalakotram Sampath Sudhakar |
|Date: 09.08.2018 ||(DIN: 01676020) ||(DIN: 05139324) |
|Place: Chennai ||(Managing Director) ||(Director) |