DIRECTOR'S REPORT

Dear Members,

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

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

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 (DIN:00785793), 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:

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 2014­2015 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

Stanley Gilbert Felix Melkhasingh  

DIN: (01676020)  

Managing Director

Vasalakotram Sampath Sudhakar  

Director

DIN: (05139324)

Place: Chennai

Date: 12th i^iisst 2015