Dear Members,

We are pleased to present the report on our business and operations for the year ended 31^st March, 2016.

1. Results of our Operations:

The Company's financial performance for the year ended 31^st March, 2016 is summarized below;

Amount in Lacs

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 13^th 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:

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:

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. 1^st 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 28^th 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 3^rd 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 3^rd 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 31^st 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:

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 18^th 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 21^st 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. 24^th 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 22^nd 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 27^th 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 12^th February, 2016.

Thereafter, BSE vide notice 20160210-4 dated 10^th February,2016 informed the Company and the trading members that the trading in the equity shares of the Company shall resume w.e.f., 11^th 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 32^ndAnnual 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 5^thApril, 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 33^rdAnnual 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 13^th 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 33^rdAnnual 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 33^rdAnnual General Meeting till the conclusion of the 38^thAnnual 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)