Directors Report of Veena Textiles Ltd.

Mar 31, 2015

Dear Members,

Your Directors have great pleasure in presenting their Forty Eighth Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS :

The financial results of the Company for the year under review are furnished below:

(Rupees in lacs)

2014-2015 2013-2014

Sales 14.29 13.30

Other Income 1.05 0.28

Total Expenditure 30.63 19.57

Financial Charges Nil Nil Gross Profit / (Loss) after interest before

Depreciation and -15.29 -5.99 Taxation

Depreciation 6.20 8.24

Net Profit / (Loss) -21.49 -14.23

DIVIDEND :

The Directors regretfully advise that no dividend is feasible this Year also, due to accumulated losses.

REVIEW OF OPERATION :

In view of frequent power cut and non availability of skilled man power, the Company carried on trading in textile products.

FIXED DEPOSITS :

The Company has not accepted any deposits from the public during the year.

DIRECTORS

During the year under review, Smt,E.Puspha was appointed as Additional Director (Women Director) on 30.03.2015 and subsequently she resigned on 27.06.2015. Smt. Pazhanisamy Selvamani was appointed as Additional Director (Women Director) as required under the provisions of Section 149 of the Companies Act 2013 and listing agreement on 27.06.2015.

KEY MANAGERIAL PERSONNEL :

Sri. K.S.Elavarashen, Managing Director is Key Managerial Personnel of the Company and the Company is taking necessary steps to appoint Company Secretary and Chief Financial Officer.

ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of all Directors, Committees, Chairman etc., have been evaluated pursuant to the provisions of the Act and the Listing Agreement.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an internal Control System, commensurate with its size, scale and complexity of its operations. Audit Committee oversees the internal control system of the Company.

MEETINGS :

During the Financial Year 2014 -15 Six Board Meetings and Four Audit Committee Meetings were held. The details of which are given in Corporate Governance Report.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATOR

No significant and material order was passed by any Regulator and that have any impact on the going concern status and the operations of the Company.

ISSUE OF SHARES

During the year under review the Company has not issued any shares.

AUDITORS

M/s V N G Nath Associates, Chartered Accountants Chennai was appointed as Statutory Auditors of the Company for a period of three years from the conclusion of 47th Annual General Meeting(2014) to 50th Annual General Meeting (2017). A resolution seeking ratification of the appointment of Statutory Auditors and remuneration payable to them for the financial year 2015-16 is included in the AGM Notice dated 27th June 2015.

Sri.G.Soundararajan, Practising Company Secretary was appointed to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure -

The appointment of Cost Auditor is not applicable for the Company as the Company is a trading company and not taking any manufacturing or processing activities.

AUDITORS REPORT

Notes are self explanatory to the qualification of the Statutory Auditors Report to the Share holders.

The Report of Secretarial Audit is annexed herewith as Annexure -

PARTICULARS OF EMPLOYEES:

There were no employees, who were in receipt of remuneration of Rs.60,00,000/- per annum or Rs.5,00,000/- per month when employed for part of a year In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby stated and confirm that.

a. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that the Directors had 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 Loss of the Company for that period;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act , 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the Directors have arranged preparation of the accounts for the financial year ended March 31, 2015 on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY :

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties.

Your Directors draw attention of the members to Note to the financial statement which sets out related party disclosures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The details of vigil mechanism /Whistle Blower Policy is given in the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note to the financial statement)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the particulars required under Companies (Accounts) rules 2014, we report that there was neither energy conservation measures taken nor technology absorption was involved.

Foreign Exchange earned : Nil Foreign Exchange used : Nil

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in company premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company strictly complying the provisions of the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal ) Act, 2013.

The Company aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior.

During the year ended 31st March 2015, the Company has not received any complaints pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of annual return in MGT 9 forms part of this report.

ACKNOWLEDGEMENT :

Your Directors wish to express their sincere thanks for the valuable co-operation and assistance extended by Government Authorities, Bankers, Shareholders and suppliers.

By order of the Board Komarapalayam K.S. Elavarashen 27.06.2015 Chairman cum Managing Director

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Mar 31, 2014

Dear Members,

The Directors present the 47th Annual Report and Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

(Rupees in lacs) 2013-2014 2012-2013

Sales 13.30 25.26

Other Income 0.28 0.18

Total Expenditure 19.57 26.37

Financial Charges Nil Nil

Gross Profit / (Loss) after interest before Depreciation and -5.99 -0.93 Taxation

Depreciation 8.24 9.02

Net Profit / (Loss) -14.23 -9.95

DIVIDEND

In view of accumulated losses no dividend is feasible this year also.

GENERAL REVIEW OF THE YEAR

In view of frequent power cut and non-availability of skilled man power, the Company carried on trading in textile products.

DIRECTORS

During the year under review, Shri R. Velmurugan who retires By rotation and being eligible offers himself for the re-appointment and he alongwith Shri K Varadharajan Director being appointed for a term of five consecutive years upon approval of members. The details as required under listing agree- ment is attached.

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 :

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review :

(iii) that the directors had 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 :

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

AUDITORS

M/s. V.N.G. Nath Associates(Firm Reg No.7159S), Char- tered Accountants, Chennai -600 083, the Auditors of the company hold office until the conclusion of the 50th Annual General Meeting subject to ratification by members in each year. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 24(1-B) of the Companies Act, 1956. Accord- ingly the said auditors are eligible for reappointment at the ensuing Annual General Meeting.

COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER

The Company was unable to appoint Chief Financial Officer and the Company Secretary due to financial constraints.

8. COMPLIANCE WITH CORPORATE GOVERNANCE NORMS

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated in Clause 49 of the Listing Agreement with Stock Exchanges.

DEMATERIALISATION

As from 02.01.2002, the Company has joined the dematerialisation process. S K D C Consultants Limited, Kanapathy Towers, 3rd Floor, 1391/A-1, Sathy Road, Ganapathy, Coimbatore - 641 006 have been appointed as our authorised agents. Our deemat identity no viz INE 728 E 01010. Members are advised to contact their Depository Participants and get their shares dematerialised early.

LISTING

Owing to severe financial crunch, there had been some outstanding in the listing fees to the Stock Exchanges i.e., Coimbatore, Chennai Mumbai & Ahmedabad and we have explained the circum- stances to the various Stock Exchanges.

PARTICULARS OF EMPLOYEES

a) No employee of the Company was in receipt of remuneration during the financial year 2013-2014 in excess of the sum prescribed under section 217(2A) (a) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN- INGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure to the report.

ENVIRONMENT & SAFETY

The Company has taken various steps to attain high level of safety in all its manufacturing units and we are happy to inform that there was no untoward incidents during the year under consideration. Strict measures were taken to keep the environments clean and free from pollution.

ACKNOWLEDGEMENT

Your Directors acknowledge the continued support and co-operation from Financial Institutions, Banks, Customers, Vendors and Dealers. Further your Directors thank the Shareholders for their continued confidence in the Company.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Staff and Workers of the Company.

For and on behalf of the Board of Directors.

Komarapalayam K.S.Elavarashen (DIN : 00007893) 30th May, 2014 Chairman cum Managing Director

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Mar 31, 2013

Dear Members,

The Directors present the 46th Annual Report and Au- dited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rupees in lacs)

2012-2013 2011-2012

Sales 25.26 8.17

Other Income 0.18

Total Expenditure 26.37 18.91

Financial Charges Nil 0.01

Gross Profit / (Loss) after interest before

Depreciation and -0.93 -10.75

Taxation

Depreciation 9.02 9.44

Net Profit / (Loss) -9.95 -20.19

DIVIDEND

The Directors regretfully advise that no dividend is feasible this year also, due to accumulated losses.

GENERAL REVIEW OF THE YEAR In view of frequent power cut and non-availability of skilled man power, the Company carried on trading in textile products.

DIRECTORS

During the year under review, Shri K. Varadharajan who retires by rotation and being eligible offers himself for the re-appointment. The details as required under listing agreement is attached.

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 :

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review :

(iii) that the directors had 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 :

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

AUDITORS

M/s. V.N.G. Nath Associates, Chartered Accountants, Chennai - 600 083, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956. Ac- cordingly, the said auditors are eligible for reappoinment at the ensuing Annual General Meet- ing.

COMPANY SECRETARY

The Company was unable to appoint Company Secretary due to financial constraints. However, the Company is taking steps to appoint a Company Secretary.

By order of the Board

Komarapalayam K.S. Elavarashen

30th May, 2013 Chairman cum Managing Director

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Mar 31, 2010

The Directors present the 43rd Annual Report and Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

(Rupees in lacs) 2009-2010 2008-2009

Sales 175.91 87.89

Other income 255.85 6.59

Total Expenditure 242.25 85.37

Financial Charges 0.06 1.13 Gross Profit/(Loss) after interest before

Depreciation and 189.45 7.98 Taxation

Depreciation 9.17 12.26

Net Profit / (Loss) 180.28 -4.28



DIVIDEND

The Directors regretfully advise that no dividend is feasible this year also, due to accumulated losses.

GENERAL REVIEW OF THE YEAR The general trend of the Textile Industry during the latter part of the year was better, but the company concentrates on embroidery business which did not show much progress as expected.

DIRECTORS

During the year under review, Shri R. Velrnurugan who retires by rotation and being eligible offers himself for the re-appointment. The details as required under listing agreement is attached.

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 :

(i) that in the preparation of the annual accounts for the financial year ended 31 st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of ihe profit or loss of the Company for the year under review :

(iii) that the directors had 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:

(iv) that the. directors had prepared the accounts for the financial year ended 31 st March, 2010 on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any deposits from the public. -

AUDITORS

M/s. V.N.G. Nafh Associates, Chartered Accountants, Chennai - 600 083, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under seetion*224(l-B) of the Companies Act, 1956. Accordingly, the said auditors are eligible for reappoinmenf at the ensuing Annual General Meeting.

COMPANY SECRETARY

The Company was unable to appoint Company Secretary due to financial constraints. However, the Company Is taking steps to appoint a Company Secretary.

8. COMPLIANCE WRH CORPORATE GOVERNANCE NORMS

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated in Clause 49 of the Listing. Agreement with Stock Exchanges.

DEMATERIALISATION

As from 02.01.2002, the Company has joined the demate/iaiisafion process SKDC Consultants limited, Kanapathy Towers, 3rd Floor, 1391/A-l, Sathy Road, Ganapathy, Colmbatore - 641 006 have been appointed as our authorised agents. Our desmat identity no viz 1NE 728 EOl 010. Members are advised to contact their Depository Participants and get their shares demateriaiised early.

LISTING

Owing to severe financial crunch, there had been some outstanding In the listing fees to the Stock Exchanges i.e., Colmbatore, Chennai Mumbol & Ahmedabad and we, have explained the circum- stances to the various Stock Exchanges.

PARTICULARS OF EMPLOYEES

a) No employee of the Company was in receipt of remuneration during the financial year 2009-2010 in excess of the sum prescribed under section 217(2A) (a) of the Companies Act, 1956 read with Companies (particulars of Employees) Rules, 1975.

ABSORPTION AND FOREIGN EXCHANGE EARN-

Information pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given in the Annexure to the report.

ENVIRONMENT & SAFETY

The Company has "taken various steps to attain high level of safer/ in all its manufacturing units and we are happy to inform that there was no untoward incidents during the year under consideration. Strict measures were taken to keep the environments clean and free from pollution.

ACKNOWLEDGEMENT

Your Directors acknowledge the continued support and co-operation from Financial Institutions,

Banks, Customers, Vendors and Dealers. Further your Directors thank the Shareholders for their continued confidence in the Company.

Your Directors wish to place on record their deep sense of appreciation for the devoted services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors.

Komarapalayam K.S. Elavarashen

31stMay, 2010 Chairman cum Managing Director