Meenakshi Enterprises Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting the 36th Annual Report of Meenakshi Enterprises Limited along with the audited financial statements for the year ended 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 against net profit of Rs.2.51 Lakhs in the previous year. Your Directors are continuously taking all the efforts to improve the existing Business.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was Rs.12,40,00,000/- No additions and alterations to the capital were made during the financial year 2018-2019

4. DIVIDEND

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 NBFC Company.

6. TRANSFER OF PROFIT TO RESERVES

During the year under review the company has incurred loss of Rs. 2.16 Lakhs and hence the company does have not transferred twenty percent of net profit to statutory reserves as 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 the public 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 parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review. However, the Policy on Related Party Transaction is available on our website: www.melnbfc.com.

9. MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management s Discussion and Analysis is set out in this Annual Report Annexure -II

10. 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.melnbfc.com.

11. BOARD POLICIES

The details of the policies approved and adopted by the board are provided in Corporate Governance Report.

12. HUMAN RESOURCES

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.

13. PREVENTION OF SEXUAL HARRASMENT POLICY

The company has in place Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The said policy is placed in the website of the company viz www.melnbfc.com The Company has not constituted Internal Complaint Committee as per the aforesaid Act. as there is no woman employee as except contract labourer for house keeping.

However, There was no complaints received pursuant to the Sexual Harassment of the Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company doesnt have any subsidiaries, associates and joint venture companies.

15. CORPORATE GOVERNANCE REPORT

In accordance with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 corporate governance report forms a part of Directors Report 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 under sub section (3) of the Section 92 of the Companies Act, 2013 ("the Act") is annexed 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 no significant and material orders passed by the regulators or courts or tribunals impacting the 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 COMPANYS OPERATIONS IN FUTURE:

During the year, there were no such instances of significant and material orders passed by 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), were appointed as Statutory Auditors of the Company from the conclusion of the 33rd Annual 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 year. Ratification of there appointment is not being done pursuant to MCA notification dated 7 May 2018 by amending Companies (Audit and Auditors) Rules 2014 by Companies (Audit and Auditors) Amendment Rules 2018.

COMMENT ON STATUTORY AUDITORS REPORT

There are no qualifications, reservations, remarks or disclaimers made by M/s. Vivekanandan and Associates, Statutory Auditor, in their audit report .The Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company during 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 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Ms.Lakshmmi Subramanian of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (Membership No. CP 3534) was appointed to conduct secretarial audit for the financial year 2018-19.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure-IV

COMMENT ON SECRETARIAL AUDIT REPORT

The company is in the process of taking action for regularizing the qualifications given by the secretarial auditor in their Report.

21. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate 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 the year 2018-2019 or net worth more than Rs.500 Crores or turnover of more than Rs.1000 Crores in the Previous financial year and therefore Constituting of Corporate Social Responsibility committee and its compliance in accordance with the provisions of section 135 of the Act, does not arise .

23. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

1. 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.

2. Foreign Exchange Earnings and Outgo: The Company has not earned or spent any foreign exchange during the year under review.

3. 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.

24. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried 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 Melkha Singh 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 continue till his term as the Manging Director. Brief profile of, Mr. Stanely Gilbert Felix Melkha Singh 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 for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act and covered in Corporate Governance which forms a part of this report. Futher, information about elements of remuneration and package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed as Annexure-VI in the prescribed form MGT-9 and 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 and for Senior Management & Employees. All Board Members and Senior Management have affirmed 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 revised listing agreements.

29. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on 12.02.2019 inter alia to:

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 the views of executive directors and non-executive directors;

iii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

30. EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS MEETING

During the year under review, the Directors (other than Independent Directors) met on 12.02.2019 inter alia to:

i. Review the performance of the independent directors of the company, taking into account the views of executive directors and non-executive directors;

ii. Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

31. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that date;

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

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 financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

32. 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.

33. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

34. PARTICULARS OF REMUNERATION

The information required under 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 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 pecuniary relationship or transactions with the Company.

36. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Report.

37. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and also Company 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)