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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of F Mec International Financial Services Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 31st Annual Report together with the audited financial statement of the Company for the year ended on 31st March 2024.

COMPANY OVERVIEW

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED (CIN: L65100DL1993PLC053936) is a BSE Listed Company (Scrip Code: 539552) having Registered Office at 908, 9th Floor Mercantile House, 15 K.G. Marg, Delhi-110001 working as a Non-Banking Finance Company. The Company has obtained registration as a NonBanking Financial Company ("NBFC") from Reserve Bank of India and is bearing Registration Number- B-14.01129 dated 11th September, 1998.

The performance highlights and summarized financial results of the Company are given below:

PERFORMANCE HIGHLIGHTS

o The income for the FY 2023-2024 increased by 256.90% to Rs. 373.39 Lakhs as compared to Rs. 104.62 Lakhs in FY 2022-2023.

o The Profit before Tax for the FY 2023-2024 increased by 212.74% to Rs 103.77 Lakhs as compared to Rs 33.18 Lakhs in FY 2022-2023.

o The Profit after Tax for the FY 2023-2024 increased by 215.70% to Rs. 77.60 Lakhs as compared to Rs. 24.58 Lakhs in FY 2022-2023.

o The Earning per Share (EPS) of the Company for the FY 2023-2024 also witnessed an increase of 42.58% to Rs 1.1301 per share as compared to Rs 0.7926 per share in FY 2022-2023.

FINANCIAL RESULTS

Your company has managed to book good amount of profits during the period under review as compare to the previous year and your management is optimistic to back on track in near future and

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The Financial Results of the Company for the year ended 31st March, 2024 are as follows:-

(Amount in Lakhs)

PARTICULARS	2023-2024	2022-2023
Gross Income	375.06	108.91
Profit before Interest and Depreciation	106.04	35.65

1 Less: Finance Charges	(10.09)	(8.97)

Gross Profit	95.95	26.68 ,
Less: Provision for Depreciation	(2.27)	(2.47)
Net Profit Before Tax	93.68	24.21
Less: Current Tax	(26.47)	(8.90)
Less: Deferred Tax	0.30	0.30
Net Profit After Tax	67.51	15.61


Appropriations: Transfer to/roll back from Reserves for Bad and Doubtful Debts	2.18	0.27 ''

Special Reserves and (As per RBI Act, 1934 - applicable for NBFC)	15.52	4.92
Reserves and Surplus	59.90	19.39
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Earning per Equity Share (EPS)	1.1301	0.7926
Earning per Equity Share (Diluted)
Earning per Equity Share (Diluted)	1.1301	0.7926

Your Company has ^prepared the Financial Statements for the Financial Year ended March 31, 2024 under Section 133 of the Companies Act, 2013 and in accordance with Division III of the Schedule III of the Companies Act, 2013 and has recast the Financial Statements relating to the previous Financial Year ended March 31, 2023 in order to make the comparable.

SHARE CAPITAL

As on 31st March, 2023, to augment the long term financial resources of the company the Authorized Share Capital of the Company was increased from Rs. 3,50,00,000 (Rupees Three Crore Fifty Lacs Only) comprising of 35,00,000 Equity Shares of Face value of Rs. 10/- each to ''''Rs. 10,00,00,000 (Rupees Ten Crore Only) comprising of 1,00,00,000 Equity Shares of face value of Rs. 10/- each and Paid-Up Equity Share Capital of the Company as on 31st March, 2023 was Rs. 3,10,07,000 (Rupees Three Crore Ten Lacs and Seven Thousand Only) comprising of 31,00,700 Equity Shares of face value of Rs. 10/- each.

The Board of Directors at its meeting held on 7th August, 2023 has approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promoter and Non Promoter Shareholders on Preferential Allotment Basis. A fresh approval was accorded from the date shareholders in the EGM Dated 18.11.2023 for allotment of 5791068 equity shares having face value of INR 10/- at a premium of Rs 13.50. The Paid Up Share Capital of the Company has been increased to Rs. 88,91,7680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each w.e.f. 7th August, 2023

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review as per the provisions of Section 68 of the Companies Act, 2013 read with the Rule 17 of the Companies (Share Capital and Debenture) Rules, 2014.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review as per the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share

Capital and Debenture) Rules, 2014.

c. Bonus Shares

No Bonus Shares were issued during the year under review as per the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debenture) Rules, 2014.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees pursuant to Section 62 (1) (b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014.

e. Shares With Differential Rights

The Company has not issue any Equity shares with Differential Rights pursuant to the provisions of Rule 4 of the Companies (Share

Capital and Debenture) Rules, 2014.

Under section 45-IC (l) of Reserve Bank of India (''RBI'') Act, 1934,

non-banking financial companies (''NBFCs'') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of Rs. 15.52 Lakhs to its reserve fund specifically made for the purpose named "Special Reserve as per RBI Act" from the Profit earned by the Company during the year.

Also, the company has pursuant to Notification of Reserve Bank of India dated January 17, 2011 vide Notification No. DNBS.PD.CC. No. 207/03.02.002/2010-11 for making the "Provision of 0.25% for Standard Assets of NBFCs", the Company has transferred a sum of Rs. 2.18 Lakhs i.e., 0.25% on the Standard Assets of the Company under the Other Non-Financial Liabilities named "Provision for Bad and Doubtful Debts".

Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

DIVIDENDS

Considering the present conditions of business and growth stage of Company and plans for business expansion, the Board of Directors of the Company has decided not to recommend any dividend for

the Financial Year 2023-24.

The Management being optimistic about the return from business activities has proposed to plough back divisible profit into the main

activities of the Company.

DEPOSITS

Every Non- Banking Finance Company registered with the Reserve Bank of India has to comply with all the terms and conditions as stipulated by the Certificate of Registration with RBI.

F-Mec International Financial Services Limited has been registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act 1934, the Company cannot accept deposits from public, in compliance of which the Company has not accepted any Deposits during the period under review.

Further, the Directors of the Company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year and the same has been proposed and passed in the meeting of Board of Directors dated 29th May, 2023.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

The Board of Directors at its meeting held on 7th August, 2023 had approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promoter and Non Promoter Shareholders on Preferential Allotment Basis. Hence, w.e.f. 7th August, 2023 the Paid Up Share Capital of the Company has been increased to Rs. 8,89,17,680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each.

EXTRACT OF ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134(3)(a) and Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your Company for the financial year under review which will be filed with the Registrar of companies/ MCA shall be hosted on your company''s website and can be accessed at the following link:

https://fmecinternational.com/investor.html > Financial Reports > Annual Returns.

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of this Annual Report, as an "Annexure-I".

CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission.

As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, provision of Regulation 27 and paras C, D and E of Schedule V of SEBI regulations shall not applicable to the Company as the paid up equity share capital of the Company and Net worth of the Company is not exceeding Rs. 10 Crore and Rs. 25 Crore respectively, as on the last day of the previous financial year. As a good corporate practice and for more transparency, the Company has provided the information in Corporate Governance Report on a suo-moto basis under the provisions of paras C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015.

A detailed report on Corporate Governance pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as "Annexure-II".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013 ("the Act"),

the Company, being a NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of Section 186(4) of the Act with respect to loans and guarantees.

Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report. However, the particulars of loans and investments are provided in Note No. 6 to

Financial Statements.

Particulars of Loan, Guarantee and Investment are given in "Annexure-III".

In terms of provisions of Section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. For this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company at https://fmecinternational.com/investor.html

Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the Task Force or

to the Chairperson of the Audit Committee i.e. Mr. Kabeer Chaudhary either personally or through e-mail at fmecinternational@gmail.com or call at 011-49954225.

During the year under review, there has been no incidence reported which requires action by the Board or Committee.

BOARD OF DIRECTORS

A. DIRECTORS

The Company''s Board of Directors comprises of Four Directors comprising of one Executive Director and Three Non-Executive Directors, two of which are Independent Directors.

Following changes took place in the composition of Board of

Directors:

S. NO.		DIN	NAME		DESIGNATION	CHANGE
	Incoming Director(s)
1.		03142141	Mr. Kabeer chaudhary	Non- Executive Independent Director		Appointment (w.e.f., 30th September, 2023)


	Outgoing Director(s)
1.		07810744	Mr. Awanish Srivastava	Non- Executive Independent Director		Resignation (w.e.f., 5th September, 2023)

During the financial year under review, Mr. Kabeer Chaudhary (DIN: 03142141) was appointed as an Additional Non-Executive Independent Director of the company in the board meeting held on 5th September 2023, who has given his consent for appointment and has also submitted a declaration that he meets the criteria for independence under Section 149 of the Act and was regularized by the members in Annual General Meeting held on 30th September, 2023.

Further, Mr. Awanish Srivastava (DIN: 07810744) who was

appointed as a Non- Executive Independent Director on the Board of the Company in the Year 2018. However, due to his personal reasons he tendered his Resignation from the office of the Director of the Company w.e.f 5th September, 2023.

The latest Composition of Directors as on the date of report is set out in table below:

r [	ed 1 NO.			CATEGORY OF
	ed 1 NO.	NAME		DIRECTORSHIP
	1.	Mr. Apoorve Bansal (DIN: 08052540)		Managing Director
	2.	Mr. Rohit Dugar (DIN: 07988480)		Independent Director
	3.	Mr. Kabeer Chaudhary (DIN: 03142141)		Independent Director
	4.	Ms. Renuka Chouhan (DIN: 09547785)	N	on- Executive Woman Director

B. KEY MANAGERIAL PERSONNEL OF THE COMPANY

As per the requirement under the provisions of Section 203 of the Act, the Board of your company consisted of the following Key Managerial Personnel (KMPs) during the reporting year and thereafter up-to the Board Report

a) Ms. Mahima Jain (PAN - APJPJ2796N) - Chief Financial Officer (CFO)

b) Ms. Ronika Dhall (PAN- BYIPB5835K) - Company Secretary & Compliance Officer

During the year under review, there were the following changes in the Key Managerial Personnel (KMP) of the Company

â¢ Mr. Arun Kumar Sharma (ACS-39328) held the position of the Company Secretary-cum-compliance Officer of the company w.e.f. 6th May, 2023.

Â¦vis. Arun Kumar Sharma (ACS-39328) resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 25th

August, 2023.

â¢ Mr. Apoorve Bansal, Managing Director (DIN: 08052540) of the company acted as the Compliance officer of the company

during such casual vacancy.

â¢ Ms Shivatanu Sutradhar (ACS-30097) was appointed as the Company Secretary-cum-compliance Officer of the company

on 9th November, 2023.

â¢ Ms Shivatanu Sutradhar (ACS-30097) resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 31st March, 2024 and Ms Ronika Dhall (ACS-39463) was appointed in her place, with effect from 1st May, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under Section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act and Regulations 16(1)(b) & 25 of Listing Regulations and that they have adhered and have complied with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act and Code of Conduct of the company.

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Further, all the independent directors of the company have also given the requisite declaration stating that they have complied with Rule 6 (1) & (2) of the Companies (Appointment & Qualification of Directors) Rules, 2014 regarding registration of their names in the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs (IICA) as per MCA Notification No. G.S.R. 804 (e) dated 22nd October 2019.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

BOARD DIVERSITY, THEIR APPOINTMENT AND REMUNERATION

The Company''s Board of Directors constitute of Four Directors comprising of one Executive Director and Three Non-Executive Directors, two of which are Independent Directors. Appointment of Independent Directors of the Company shall be governed by the Terms & Conditions of Appointment of Independent Director and Appointment of Non Independent Directors of the Company shall be governed by the Policy of Nomination and Remuneration of the Company. The detailed policy on appointment of Directors is available on the Company''s website at https://fmecinternational.com/investor.html.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF

THE COMPANY

In terms of 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, the Director(s) of the Company has drawn remuneration during the year under review which is in compliance of the applicable provisions of Companies Act, 2013 and no employee(s) of the Company has drawn remuneration in excess of the limits set out in the said rules.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavours to further improve its engagement with investors/analysts through participation either in-person meetings or through use of technology i.e. telephone meetings.

SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Companies Act, 2013, the Board of Directors of the have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, have been duly complied by your Company.

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SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2024 the Company neither has any Associate,

Subsidiary Company nor any Joint Venture Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company not required to be annexed to the Annual Report to reflect the Performance and Financial Position of the Subsidiary/Associate.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of Section 135 of the Companies Act, 2013 and applicable rules are not applicable to the Company during the year under review.

Since the Company is engaged in the business of Non- Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018).

MEETINGS

The calendar of the Board/ Committee Meetings and the Annual General Meeting is circulated to the Directors in advance to enable them to plan their schedule for effective participation at the respective meetings. At times certain decisions are taken by the Board/ Committee through circular resolutions. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board/ Committee Meeting.

A. BOARD MEETINGS

As per Section 173(1) of the Companies Act, 2013 and applicable rules the Board meets at least once a quarter to review the quarterly results and other items of the Agenda. During the financial year ended on March 31, 2024, Six (6) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.

B. DISCLOSURE OF VARIOUS COMMITTES OF BOARD OF DIRECTORS

I. AUDIT COMMITTEE

The Audit Committee met four (4) times during the financial year. The composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. Recommendations made by the Audit Committee are generally accepted by your Board.

I. STAKEHOLDER''S RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders'' Relationship Committee met four (4) times during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

II. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors.

The Nomination & Remuneration Committee met Two (2) times during the financial year. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

A. EXTRA-ORDINARY GENERAL MEETING

The Extra-ordinary meeting(EGM) was duly held on 18th November, 2023 at IInd Floor, Central Bank Building, 13-B, Netaji Subhash Marg, Daryaganj, Delhi-110002 to consider and re-approve the issue of

Equity Shares on Preferential basis.

Details of the EGM are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.

AUDITORS AND AUDITORS'' REPORT

(i)Statutory Auditors

M/s San jay K Singhal & Co., Chartered Accountants, Auditors of the Company were reappointed as Statutory Auditors in the Annual General Meeting held on 23rd December, 2020 for a period of five consecutive years to hold office up to the conclusion of the Annual

General Meeting to be held in the year 2025.

However, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General meeting as required pursuant to the provisions of Section 139(1) of the Companies Act, 2013 is done away with vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs (MCA), New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors in the ensuing Annual General Meeting of the Company.

The Report given by the Auditors on the Financial Statements of the Company for the Financial Year 2023-24 is a part of the Annual Report.

The Report is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Secretarial Auditors

The Secretarial Audit Report for the Financial Year 2023-2024 forms part of the Annual Report as "Annexure-IV" to the Board''s report.

The Secretarial Audit Report does not contain any qualification,

reservation or adverse remark.

The Board has re-appointed M/s A.K. Verma & Co, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the Financial Year 2024-2025 after obtaining their consent to act in

such capacity.

(iii) Internal Auditors

M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N)

were appointed to conduct the Internal Audit of the Company for the Financial Year 2023-2024, as required under Section 138 of the Companies Act, 2013 and rules framed there under.

The scope, functioning, periodicity and methodology for conducting the Internal Audit of the Company is formulated by the Audit Committee of the Company, in consultation with the Internal

Auditors.

The Board proposes to re-appoint M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) as Internal Auditor of the Company for the Financial Year 2024-2025 after obtaining their consent to act in such capacity.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE

AUDITOR''S REPORTS AND SECRETARIAL AUDIT REPORT

â¢ Statutory Auditor

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditor''s Report to the Financial

Statements

â¢ Secretarial Auditor

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditor''s Report to the Financial

Statements

9 Internal Auditor

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditor''s Report to the Financial

Statements

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REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this

Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

The Board has adopted 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.

By

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance.

ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

A note on familiarization program adopted by the Company for orientation and training of its Directors and Board Evaluation Process undertaken in compliance with the provisions of the Companies Act, 2013 and the same forms part of the Corporate Governance, which forms part of this Report.

The Report generated after evaluation of the Board will be considered by the Board for the purpose of optimizing their effectiveness.

A note indicating the policy of Annual Evaluation of the entire Board of Directors and the Independent Directors forms part of this Report and has been attached as "Annexure-V".

RISK MANAGEMENT

The Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in overseeing and approving the Company''s enterprise-wide risk management framework and overseeing all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company''s approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 made various provisions to safeguard the interest of the female employees (whether permanent, contractual, temporary and trainees) under this policy. The policy governs the misconduct with respect to discrimination or sexual harassment.

Further, the Company has complied with the provisions regarding the constitution of Internal Complaints Committee under the Sexual Harassment of Women as Workplace (Prevention, Prohibition and Redressal) Act, 2013 as required to be disclosed under Clause (x) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018;.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year ended March 31, 2024:

â¢ No. of complaints received: NIL

â¢ No. of complaints disposed off : Not Applicable

PARTICULARS OF RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all The Related Party Transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the Financial Year 2023-2024 and were also at arm''s length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Person which may have a potential conflict with the interest of Company at large.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the

Directors of the Company hereby state that:

i. In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material

departures.

i. 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 Profit and Loss of the Company for that period.

ii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iii. The Directors had prepared the annual accounts on a Going Concern Basis.

iv. 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; and

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

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION

FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund

(IEPF).

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

Company is engaged in the business of non-banking finance company and haven''t availed any such loan; hence, this clause is not applicable.

ACKNOWLEDGEMENT

Your Board is grateful for the unstinted support and trust reposed by our shareholders and places on record its deep appreciation of the Independent Directors and the Non-Executive Directors of your Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take right decisions in achieving its business goals.

Your Board appreciates the relentless efforts of the employees and staff including the Management Team headed by the Managing Director, who always leads from the front in achieving a very commendable business performance year-on-year despite a

challenging business environment.

The Board expresses their gratitude to its all stakeholder''s i.e.

members, customers,

Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.

For and on behalf of the Board of Directors F MEC INRENATIONAL FINANCIAL SERVICES LIMITED

sd/- sd/-

PLACE: New Delhi Apoorve Bansal Renuka Chouhan

Date : 29.08.2024 Managing Director Director

DIN : 08052540 DIN : 09547785

Mar 31, 2023

Your Directors have pleasure in presenting the 30^th Annual Report of the Company together with the Audited Statement of Accounts and Auditorâs Report for the year ending 31^st March, 2023.

COMPANY OVERVIEW

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED (CIN: L65100DL1993PLC053936) is a BSE Listed Company (Scrip Code: 539552) having Registered Office at 908, 9th Floor Mercantile House, 15 K.G. Marg, Delhi-110001 working as a Non-Banking Finance Company after registration with Reserve Bank of India. The Company has obtained registration as a Non- Banking Financial Company ("NBFCâ) from Reserve Bank of India and is bearing Registration Number- B-14.01129 dated 11^th September, 1998.

The performance highlights and summarized financial results of the Company are given below:

PERFORMANCE HIGHLIGHTS

? The income for the FY 2022-2023 increased by 98.63% to Rs. 104.62 Lakhs as compared to Rs. 52.67 Lakhs in FY 2021-2022.

? Profit before Tax for the FY 2022-2023 increased by 142.37% to Rs 33.18 Lakhs as compared to Rs 13.69 Lakhs in FY 2021-2022.

? Profit after Tax for the FY 2022-2023 increased by 140.74% to Rs. 24.58 Lakhs as compared to Rs. 10.21 Lakhs in FY 2021-2022.

? The Earning per Share (EPS) of the Company for the FY 2022-2023 also witnessed a increase of 140.77% to Rs 0.7926 per share as compared to Rs 0.3292 per share in FY 2021-2022.

FINANCIAL RESULTS

The Management of the Company excellently strategized to minimize the cost alongside the best efforts to increase the revenue of the Company and earned the Company a profit of Rs. 24.58 Lakhs as compared to previous yearâs profit of Rs. 10.21 Lakhs.

The Financial Results of the Company for the year ended 31^st March, 2023 are as follows:-

Particulars	2022- 2023	2021- 2022
Gross Income	1,08.91	53.98
Profit before Interest and	35.66	15.87
Depreciation
Less: Finance Charges	(.01)	(.02)
Gross Profit	35.65	15.85
Less: Provision for Depreciation	(2.47)	(2.16)
Net Profit Before Tax	33.18	13.69
Less: Current Tax	(8.90)	(3.57)
Less: Deferred Tax	.30	.09
Net Profit After Tax	24.58	10.21
Appropriations:
Transfer to/roll back from
â¢ Reserves for Bad and Doubtful	.27	.20
Debts
â¢ Special Reserves and (As per RBI	4.92	2.04
Act, 1934 - applicable for NBFC)
â¢ Reserves and Surplus	19.39	7.96
Proposed Dividend on Equity	_-	_-
Shares
Tax on proposed Dividend	-	-
Earning per Equity Share (EPS)	0.79	0.33
Earning per Equity Share (Diluted)	0.79	0.33

Your Company has prepared the Financial Statements for the Financial Year ended March 31, 2023 under Section 133 of the Companies Act, 2013 and in accordance with Division III of the Schedule III of the Companies Act, 2013.

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March 2022 was Rs. 3,50,00,000 (Rupees Three Crore Fifty Lacs Only) comprising of 35,00,000 Equity Shares of Face value of Rs. 10/- each and Paid-up Equity Share Capital of the Company as on March 31^st, 2022, was Rs. 3,10,07,000 (Rupees Three Crore Ten Lacs and Seven Thousand Only) comprising of 31,00,700 Equity Shares of Face Value of Rs. 10/- each.

As on 31^st March, 2023, the Authorized Share Capital of the Company was increased to Rs. 1,00,000,000 (Rupees Ten Crore Only) comprising of 1,00,00,000 Equity Shares of face value of Rs. 10/- each and Paid- Up Equity Share Capital of the Company as on 31^stMarch, 2023 was Rs. 3,10,07,000 (Rupees Three Crore Ten Lacs and Seven Thousand Only) comprising of 31,00,700 Equity Shares of face value of Rs. 10/- each.

Further Board of Directors at its meeting held on 7^th August, 2023 has approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promoter and Non Promoter Shareholders on Preferential Allotment Basis. Hence, w.e.f. 7^th August, 2023 the Paid Up Share Capital of the Company has been increased to Rs. 88,91,7680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each.

a. Buy Back of Securities

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review as per the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

c. Bonus Shares

No Bonus Shares were issued during the year under review as per the provisions of Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital and Debenture) Rules, 2014.

d. Employees Stock Option Plan

e. Shares With Differential Rights

The Company has not issue any Equity shares with Differential Rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

RESERVES AND SURPLUS

As per Section 45- IC of the Reserve Bank of India Act, 1934 every Non -Banking Financial Company shall create a Reserve Fund and transfer therein a sum not less than 20% of its Net Profit every year before declaring any dividend.

The Company has transferred a sum of 20% to the Reserve fund specifically made for the purpose named âSpecial Reserve as per RBI Actâ from the Profit earned by the Company during the year.

Also, the Company has pursuant to Notification of Reserve Bank of India dated January 17, 2011 vide Notification no. DNBS.PD.CC.No.207/03.02.002/2010-11 for making the âProvision of 0.25% for Standard Assets of NBFCsâ has transferred a sum of 0.25% on the Standard Assets of the Company under the Reserve named âProvision for Bad and Doubtful Debtsâ.

DIVIDENDS

Considering the present conditions of business and growth stage of Company and plans for business expansion, the Board of Directors of the Company has decided not to recommend any dividend for the Financial Year 2022-23. The Management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company.

DEPOSITS

Every Non- Banking Finance Company registered with the Reserve Bank of India has to comply with all the terms and conditions as stipulated by the Certificate of Registration with RBI.

F Mec International Financial Services Limited has been registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act 1934, the Company cannot accept deposits from public, in compliance of which the Company has not accepted any Deposits during the year. Further, the Directors of the Company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year and the same has been proposed and passed in the meeting of Board of Directors dated 26^thMay, 2022.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Board of Directors at its meeting held on 7^th August, 2023 had approved has approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promote and Non Promoter Shareholders on Preferential Allotment Basis. Hence, w.e.f. 7^th August, 2023 the Paid Up Share Capital of the Company has been increased to Rs. 8,89,17,680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavors to further improve its engagement with investors/analysts through participation either in-person meetings or through use of technology i.e. telephone meetings.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBIâ), from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directors

Your Company, currently, has following four Directors on the Board, namely:

^ Mr. Apoorve Bansal (DIN: 08052540) - Managing Director ^ Mr. Awanish Srivastava (DIN: 07810744) - Independent Director of the Company ^ Ms. Renuka Chouhan (DIN: 09547785 ) - Non- Executive Woman Director ^ Mr. Sachin Jain (DIN: 02932194) - Independent Director- ceased to be the Director of the Company w.e.f.14^th November, 2022

^ Mr. Rohit Dugar (DIN: 07988480) - Independent Director w.e.f. 14^th November, 2022

Ms. Renuka Chouhan (DIN:09547785) who was appointed as Additional Non-Executive Director in the Board of Directors meeting held on 28^th March 2022 was regularized by the members in Annual General Meeting held on 17^th September 2022. During the year under review Mr. Sachin Jain (DIN: 02932194) resigned on 14^th November, 2022 due to personal reasons.

Mr. Rohit Dugar was appointed as Additional Non Executive Independent Director w.e.f 14^th November, 2022, and was regularized by the members of the Company in ExtraOrdinary General Meeting held on 24^th December, 2022

Pursuant to provisions of Section 152 of the Companies Act, 2013, Ms. Renuka Chouhan (DIN:09547785), Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends his re-appointment.

All the Directors of the Company have confirmed that they satisfy the "fit and properâ criteria as prescribed in Chapter XI of RBI Master Direction No. DNBR. PD. 008/

03.10.119/2016-17 dated 1st September, 2016 and that they are not disqualified from being appointed /continuing as Directors in terms of Section 164(2) of the Companies Act, 2013.

B. Key Managerial Personnel of the Company

During the year under review, there were the following changes in the Key Managerial Personnel (KMP) of the Company

â¢ Ms. Ritu Chauhan held the position of Company Secretary-cum-compliance Officer of the Company Ms. Ritu Chauhan w.e.f. 15^th July 2022

â¢ Ms. Ritu Chauhan resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 15^th December, 2022; and Mr. Arun Kumar Sharma was appointed in her place, with effect from 06^th May, 2023.

â¢ Ms. Arun Kumar Sharma resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 25^th August, 2023

The following persons continue to be the KMPs as per the provisions of Section 203 of the Companies Act, 2013 read with the applicable Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the date of this Report:

^ Mr. Apoorve Bansal (DIN: 08052540) - Managing Director ^ Ms. Mahima Jain (PAN - APJPJ2796N) - Chief Financial Officer (CFO)

^ Ms. Ritu Chauhan (PAN - CIJPR9539L) - Company Secretary (CS) from 15^th July, 2022 to 15^th December, 2022

^ Mr. Arun Kumar Sharma (PAN - FOVPS8019K) - Company Secretary & Compliance Officer w.e.f. 6^th May, 2023 to 25^th August, 2023

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of Independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Code of Conduct for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013.

BOARD DIVERSITY, THEIR APPOINTMENT AND REMUNERATION

The Companyâs Board of Directors constitute of Four Directors comprising of One Executive Director and Three Non-Executive Directors, two of which are Independent Directors. Appointment of Independent Directors of the Company shall be governed by the Code of Independent Director and Appointment of Non Independent Directors of the Company shall be governed by the Policy of Nomination and Remuneration of the Company. The detailed policy on appointment of Directors is available on the Companyâs website at https://fmecinternational.com/investor.html.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as âAnnexure-I". As per the provisions of Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, provision of Regulation 27 and paras C, D and E of Schedule V of SEBI regulations shall not applicable to the Company as the paid up equity share capital of the Company and Net worth of the Company is not exceeding Rs. 10 Crore and Rs. 25 Crore respectively, as on the last day of the previous financial year. As a good corporate practice and for more transparency, the Company has provided the information in Corporate Governance Report on a suo-moto basis under the provisions of paras C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015. Our Corporate Governance report forms the part of Annual Report.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AWAITING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF BOARD AND BOARD COMMITTEES

The Board of Directors met Five (5) times during the year on 26.05.2022, 19.07.2022, 14.11.2022, 25.11.2022 and 14.02.2023. The Company has Four Committees out of its Board namely Executive Committee, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee

Independent Directors meeting for the Financial Year was held 14.02.2023. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2022-23 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

â¢ Chairman of the Board

Mr. Apoorve Bansal, Managing Director of the Company, continue to be the Chairman of the Board.

â¢ Re-appointments/Regularizations

Ms. Renuka Chouhan, Director is liable to retire by rotation at this AGM and being eligible, offers herself for re-appointment. Your Board recommends re-appointment of Ms. Renuka Chouhan as a Director of'' the Company, liable to retire by rotation.

In pursuance of Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a brief profile along with necessary disclosures of, has been annexed to the Notice convening the ensuing AGM and forms an integral part of this Annual Report.

Mr. Rohit Dugar, the present Independent Director of the Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of the Listing Regulations and there in no change in their status of Independence. Your Board places on records its deep appreciation for their continuous guidance, support and contribution to the Management of the Company in its pursuit to achieve greater heights.

The Independent Directors met once during the year under review, on 14^th February, 2023. The Meetings were conducted in an informal manner without the presence of the Whole-time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly complied by your Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31^st March, 2023 the Company neither has any Associate, Subsidiary Company nor any Joint Venture Company.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company not required to be annexed to the Annual Report to reflects the Performance and Financial Position of the Subsidiary/Associate.

EXTRACT OF ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, which will be filed with the Registrar of Companies/ MCA, shall be hosted on the Companyâs website and can be accessed at the following link:-

https://fmecinternational.com/investor.html / Financial Reports/Annual Returns MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed analysis of the Companyâs performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report, as an âAnnexure-H".

LOANS, GUARANTEE AND INVESTMENT

The particulars of Loans given, Investments made and Guarantee given by Company under Section 186 of the Companies Act, 2013 is given in Note.6 of Financial Statements. Particulars of Loan,Guarantee and Investment are given in âAnnexure-lll".

AUDITORS AND AUDITORS'' REPORT

(i) Statutory Auditors

M/s Sanjay K Singhal & Co., Chartered Accountants, Auditors of the Company were reappointed as Statutory Auditors in the Annual General Meeting held on 23^rd December, 2020 for a period of five consecutive years to hold office upto the conclusion of the Annual General Meeting to be held in the year 2025. However, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General meeting as required pursuant to the provisions of Section 139(1) of the Companies Act, 2013 is done away with vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs (MCA), New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors in the ensuing Annual General Meeting of the Company.

The Report given by the Auditors on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report.

The Report is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer

(ii) Secretarial Auditor

M/s A.K. Verma & Co, Practicing Company Secretaries (Registration No./Unique Code-P1997DE091500) was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-2024, as required under Section 204 of the Companies Act, 2013 and rules framed there under. The Secretarial Audit Report for the Financial Year 2022-2023 forms part of the Annual Report as âAnnexure-IV"to the Boardâs report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s A.K. Verma & Co, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the Financial Year 2023-2024 after obtaining their consent to act in such capacity.

(iii) Internal Auditors

M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) were appointed to conduct the Internal Audit of the Company for the Financial Year 2023-2024, as required under Section 138 of the Companies Act, 2013 and rules framed there under. The scope, functioning, periodicity and methodology for conducting the Internal Audit of the Company is formulated by the Audit Committee of the Company, in consultation with the Internal Auditors.

The Board proposes to re-appoint M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) as Internal Auditor of the Company for the Financial Year 2023-2024 after obtaining their consent to act in such capacity.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDITOR''S REPORTS AND SECRETARIAL AUDIT REPORT

â¢ Statutory Auditors:

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditorâs Report to the Financial Statements

â¢ Secretarial Auditors:

There is no qualification, reservation or adverse remark made by the Secretarial Auditors in their Auditorâs Report to the Financial Statements.

REPORTING OF FRAUDS BY AUDITORS

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS

The Report generated after evaluation of the Board will be considered by the Board for the purpose of optimizing their effectiveness.

A note indicating the policy of Annual Evaluation of the entire Board of Directors and the Independent Directors forms part of this Report and has been attached as âAnnexure- V"

AUDIT COMMITTEE

The Board of Directors of your Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. Recommendations made by the Audit Committee are generally accepted by your Board.

RISK MANAGEMENT

During the year, the Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in overseeing and approving the Companyâs enterprise wide risk management framework and overseeing all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs 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.

VIGIL MECHANISM

In terms of provisions of section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. For this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company at https://fmecinternational.com/investor.html

Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the Task Force or to the Chairperson of the Audit Committee i.e Mr. Rohit Dugar either personally or through e-mail at fmecinternational@gmail.com or call at 011-49954225.

During the year under review, there has been no incidence reported which requires action by the Board or Committee.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board has made a Committee of Board presided by Ms. Renuka Chouhan, Director of the Company for the purpose of prevention of Sexual Harassment of Women at workplace. Every individual has right to treat his/her colleagues with respect and dignity. This is enshrined in values and in the code of Ethics & Conduct of the Company. The Company has in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 made various provisions to safeguard the interest of the female employees (whether permanent, contractual, temporary and trainees) under this policy. The policy governs the misconduct with respect to discrimination or sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year ended March 31, 2023:

â¢ No. of complaints received : NIL

â¢ No. of complaints disposed off : Not Applicable

PARTICULARS OF RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the Company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all The Related Party Transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the Financial Year 2022-2023 and were also at armâs length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Person which may have a potential conflict with the interest of Company at large.

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

DISCLSOURE REGARDING MAINTENANCE OF COST RECORDS

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state that:

. In the preparation of the annual accounts for the year ended 31^st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures.

. 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 Profit and Loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the annual accounts on a Going Concern Basis.

v. 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 ;and

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

ACKNOWLEDGEMENT

Your Board is grateful for the unstinted support and trust reposed by our shareholders and places on record its deep appreciation of the Independent Directors and the NonExecutive Directors of your Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take right decisions in achieving its business goals.

The Board expresses their gratitude to its all stakeholderâs i.e members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.

For and on behalf of the Board of Directors F MEC INRENATIONAL FINANCIAL SERVICES LIMITED

Sd/- Sd/-

Place : New Delhi Apoorve Bansal Renuka Chouhan

Date : 05.09.2023 Managing Director Director

DIN : 08052540 DIN :09547785

Mar 31, 2015

Dear Member

The directors have pleasure in presenting the 22nd Annual Report together with the audited statement of accounts for the year ending 31st March, 2015.

1. BACKGROUND

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED is a Company Listed on Delhi Stock Exchange and Non Deposit Accepting Non Banking Finance Company ("NBFC"), holding a Certificate of Registration from the Reserve Bank of India ("RBI")

2. FINANCIAL RESULTS

After making usual adjustment and meeting all expenses the profit of the year is Rs. 65628 which is carried forward to the next year along with forward brought Profit of Rs. 3066038.The financial results of the company for the year ended 31st March, 2015 are as follows:- Rs.)

Particulars 2014 - 2015 2013 - 2014

Gross Income 760175 3339175

Profit Before Interest and Depreciation 105758 3297194

Finance Charges 3088 110

Gross Profit 105758 3297194

Provision for Depreciation - -

Net Profit Before Tax 105758 3297194

Provision for Tax 40130 231156

Net Profit After Tax 65628 3066038

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve 1758 2407983

Surplus carried to Balance Sheet 1758 2407983

3. WORKING OF THE COMPANY

The Company engaged in Non Banking Financial Activity. During the period under review total income of the Company was Rs. 760175 as against Rs.3339175 in previous year. The Company was able to earn a Net Profit after tax of Rs. 65628 as against Rs. 3066038. in previous financial year. Your Directors are putting their best efforts to improve the performance of the Company.

4. CHANGE IN THE NATURE OF BUSINESS

There is no Changes in the Nature of Business of the Company during the Financial Year.

5. LISTING INFORMATION

During the year the Securities of the Company were listed at Delhi Stock Exchange. However, Securities and Exchange Board of India (SEBI) vide its order dated 19th November, 2014 derecognized Delhi Stock Exchange and, which had sought voluntary exit from the stock exchange activities.

Also, consequent to voluntary exit of Delhi Stock Exchange from stock exchange business, the management of the Company has filed an application to Bombay Stock Exchange for getting listed its shares through Direct Listing mode and Company has obtained No Objection Certificate from the Delhi Stock Exchange in this regard. The Management of the Company is hopeful to get listed at Bombay Stock Exchange very soon.

6. SHARE CAPITAL

The Authorised Share Capital of the Company as on 31st March 2015 was Rs. 3,50,00,000 ( Rupees Three Core Fifty Lacs ) and Paid-up Equity Share Capital of the Company on March 31st, 2015, was Rs.3,10,07,000( Rupees Three Core Ten Lacs Seven Thousand Only) .There was no change in the Authorised or the Paid-up Capital/Subscribed Capital during FY 2014-15.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review

c. BONUS SHARES

No Bonus Shares were issued during the year under review

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees

e. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issue any Equity shares with Differential Rights.

7. DIVIDEND

Considering the present conditions of business and growth stage of Company, The Board of Directors of the company has decided not to recommend any dividend for the Financial Year 2014-15. The management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company.

8. CORPORATE GOVERNANCE

As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance in Listed entities. The Clause 49 of the listing Agreement is applicable to the Companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The Company is not Covered any of the Criterion mentioned above so it is not mandatory for the Company to Comply the Provisions of the Clause 49 of the Listing Agreement. In the preview of this Circular Company is not required to submit Corporate Governance Report. However Company will take adequate steps as and when necessary in compliance of Clause 49 on its discretion basis and annexed a Corporate Governance Report in Annexure -I

9. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure II

10. NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board of Directors duly met 11 times dated 12.04.2014, 14.05.2014, 30.06.2014, 13.07.2014, 02.09.2014, 15.10.2014, 01.11.2014, 13.11.2014, 15.01.2015, 11.02.2015 & 30.03.2015 during the year in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The time gap between two consecutive meetings of the Board did not exceed one hundred and twenty days. The details of such meetings are given in the Corporate Governance Report annexed to this Report

11. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

i. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed alongwith proper explanation relating to material departures.

ii. 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 Profit and Loss of the company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the annual accounts on a Going Concern Basis.

v. The Directors had laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively ;and

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

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review annexed to this Directors' Report, provides a more detailed review of the operating performance. Company. However this is the requirement of Clause 49 and clause 49 is not applicable to the Company w.e.f 01.10.2014.Company has made this disclosure on its discretion as annexed in Annexure-III.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Mr. Ramesh Kumar, and Mr Rohit Agrawal, independent directors of the company have given the requisite declaration in the Board Meeting dated 30.03.2015 that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013.

1 6. AUDIT COMMITTEE AND VIGIL MECHANISM

The company has Constituted Audit Committee of the Board in accordance with the provision of Section 177 of the Companies Act, 2013. The Audit Committee comprises of the following Directors:

Mr. Ramesh Kumar - CHAIRMAN

Mr. Rohit Agrawal - MEMBER

Mr. Bimal Aggarwal - MEMBER

17. VIGIL MECHANISM

The Vigil Mechanism of the Company pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee

18. REMUNERATION OF DIRECTORS

The Company has not given Remuneration to any Director of the Company. So there is no requirement to give Disclosure under Section 197(12) of the Companies Act 2013.

19. LOANS, GUARANTEE AND INVESTMENT

The particulars of Loans given, Investments made and Guarantee given by company under Section 186 of Companies Act, 2013 is annexed as Annexure IV.

20. PARTICULARS OF RELATED PARTY TRANSACTION

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all the related party transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the financial year and were also at arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated person which may have a potential conflict with the interest of Company at large

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were changes in the Board of the company. Mr. Bimal Aggarwal Appointed as Managing Director of the Company and Mr. Sunil Kataria has resigned from the post of the Director during the year. Mr. Manoj Thakur appointed as Chief Financial Officer and Miss Priyanka Joshi appointed as Company Secretary of the Company, in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel. Mr Rohit Aggarwal appointed as an Independent Director of the Company as per Section 149 of the Companies Act 2013 and Mrs. Rachna Aggarwal appointed as Additional Women Director in Compliance of section 149 of the Companies Act 2013.

22. AUDITORS & AUDITORS REPORT

M/s. Rajesh Ranjit & Co. Chartered Accountants, the Auditors of the company who hold office upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company. In view of this the company needs to appoint another statutory auditors and, therefore, the Company has sent a proposal to M/s Sanjay K Singhal & Co For appointing them as Auditors for the Financial Year ending March 31,2016 and holds office upto the Conclusion of the Annual General Meeting held in 2020. Wherein M/s Sanjay K Singhal & Co has confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be as statutory auditors of the Company, which is subject to shareholders' approval.

The Notes on financial statement referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

23. DEPOSITS

The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014.

24. SUBSIDIARY COMPANIES

There is one subsidiary company namely YDS SECURITIES PRIVATE LIMITED. A statement pursuant to Section 129(3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company is annexed as Annexure-V The Company further undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED. Seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the company.

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

26. RISK MANAGEMENT

During the year, your Directors developed and implemented an appropriate risk management policy which contained the provisions regarding entrusted with the responsibility to assist the Board in Overseeing and approving the Company's enterprise wide risk management framework and overseeing that all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

27. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies:

a) Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

b) Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management Other Employees of the Company

c) Evaluation of performance of the members of the Board, Key Managerial Personnel

28. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated financial statement have been prepared by the company in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements and other applicable accounting standards issued by Institute of chartered Accountant of India. The audited consolidated financial statements together with Auditor Report form part of the Annual Report.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s A.K Verma & Co, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. Pursuant to Section 204(1) of the Companies Act, 2013. the Secretarial Audit Report for the financial year ended March 31,2015 is annexed in MR-3 Annexure VI.

There is one observation marked by Secretarial Auditor in his Secretarial Audit Report and the response of the management for this observation is as under

Observation Management's Response

The Company has not made some it is confirmed by the management disclosures on its website as that the required disclosure will be required under Companies Act hosted on the website very soon. 2013 and listing Agreement.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of 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, no employees has drawn remuneration in excess of the limits set out in the said rules.

31. INTERNAL AUDIT & CONTROLS

The Company has engaged M/s OSWAL SUNIL & CO , Chartered Accountant as its Internal Auditor. During the year, the Company has implemented their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

32. INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

33. FORMAL ANNUAL EVALUATION OF THE BOARD

A statement indicating the performance of the Board and its committee and its individual directors is annexed as Annexure VII

34. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company's website.

35. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

36. ACKNOWLEDGMENT

The Board expresses their gratitude to its all stakeholder's i.e members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.

Place: New Delhi On behalf of the Board of Directors Date : 11.08.2015 F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED

BIMALAGGARWAL RACHNAAGGARWAL Managing Director Director DIN:03590891 DIN:02604852 Add: 3700, Sector 23, Add: 3700, Sector 23, Gurgaon-122017 Gurgaon-122017

Mar 31, 2014

Dear Members

The directors have pleasure in presenting the 21 st Annual Report together with the audited statement of accounts for the year ending 31st March, 2014.

1. FINANCIAL RESULTS

The financial results of the company for the year ended 31st March, 2014 are as follows:- (Rs.)

SL PARTICULARS CURRENT PREVIOUS No. YEAR YEAR (2013-14) (2012 -13)

1. Total Income 3339175.00 48,500.00

2. Total Expenditure (41981.00) 37,791.00

3. Profit Before Tax 33297194.00 10,709.00

4. Income Tax 231156.00 -

5. Deferred Tax - 18,770.00

5. Profit after Income Tax 3066038.00 (8061.00)

6. Paid Up Share Capital 31,007,000.00 31,007.000.00

7. Reserves and Surplus 46923.00 (3,019,115.00)

2. Year in retrospect

During the period under review total income of the Company was 3339175.00 as against Rs. 48,500.00 in previous year. The Company was able to earn a Net Profit after tax of Rs. 3066038.00 as against Rs, (8061.00) in previous financial year. Your Directors are putting their best efforts to improve the performance of the Company.

3. Listing Information:

The shares of the Company are Listed on Delhi Stock Exchange. There has been no trading since last few years on the floors of the Exchange. Further the shares are held in Physical forms.

4. DIVIDEND

Considering the present conditions of business and growth stage of Company, The Board of Directors of the company has decided not to recommend any dividend for the Financial Year 2013-14. The management being optimistic about the return from business activities, has proposed to plough back divisible profit into the main activities of the Company,

5. DIRECTORS

There are Three directors on the Board of the company , In Compliance of the Companies Act, 2013 Mr. Bimal Aggarwal is retiring by rotation at the ensuing Annual General Meeting of the company and are eligible for re-appointment. Further Mr. Ramesh Kumar is appointed as Independent Director of Company .

6. AUDITORS

M/s. FARM & SMRN., Chartered Accountants, Auditors of the company, has resigned as auditor of the company, due to prior commitments and change in limits of maximum number of Audits as per the provisions of the Companies Act,2013.

M/s RAJESH RANJIT & CO Chartered Accountants, New Delhi be and is hereby appointed as Statutory Auditor of the company in place of M/s. PARM & SMRN., Chartered Accountants during the year.

The board after considering the suggestions of Audit Committee regarding appointment of Auditor hereby recommends to appoint M/s RAJESH RANJIT & COChartered Accountants, New Delhi as statutory auditor of the company from the conclusion of this Annual General Meetingtill the conclusion of the Annual general meeting which is hold for the financial year 2019 (subject to the ratification of their appointment at every AGM).. Certificate to the effect that their re-appointment, if made, will be within the prescribed limit under Section 139 (1) of the Companies Act, 2013.

7. SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956, read with Companies (Compliance certificate) Rules 2001, the Company has obtained the necessary Compliance certificate from M/s A. K Verma & Co,, Company Secretaries, New Delhi. The Compliance Certificate is annexed herewith and forms part of the Director's report.

8. FIXED DEPOSITS

The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 1975,

9. SUBSIDIARY COMPANIES

There are Two wholly owned subsidiary companies namely YDS SECURITIES PRIVATE LIM1TED&TEXAS ENGINEERS PRIVATE LIMITED, However, in terms of general circular No. 2/2011 dated February 08, 2011 read with clarification in respect of above circular vide general circular No. 22/2011 dated May 02, 2011, the Board of directors of the company have consented for not attaching the annual accounts of the subsidiary companies and instead has incorporated financial information of subsidiaries in the Notes to the Consolidated Accounts prepared in compliance with the applicable accounting standards and Listing Agreement which have been duly audited by Statutory Auditors.

The Company further undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of F- MEC INTERNATIONAL FINANCIAL SERVICES LIMITED, seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on the 'Management Discussion and Analysis' which is a part of the Directors' Report.

11. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement with the Stock Exchanges, Auditors Certificate regarding compliance of the Code of Corporate Governance is given herewith as Anncxure-2,

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(lXe) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

13. PARTICULARS OF EMPLOYEES

None of the employees of your Company is drawing remuneration exceeding limits laid dawn under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

14. DISCLOSURE UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which have affect the financial position of the company between the end of financial year and the date of this report.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) In the preparation of annual accounts, applicable accounting standards have been followed by the Company;

(ii) Such accounting policies have been selected and consistently applied and judgments & estimates 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 March 31,2014 and of the profit of the company for the year ended on that date;

(iii) Proper and sufficient care has been taken 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) Annual accounts have been prepared on a going concern basis.

16. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company's website.

17. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

On behalf of the Board of Directors For-f-Mec international financial services limited

B1MAL KUMAR AGGARWAL Place: New Delhi CHAIRMAN Date: 30/06/2014

Mar 31, 2013

Dear Members

The Directors have pleasure in presenting the Twenteeth Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rupees in lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Profit before Depreciation & Interest 0.11 -0.29

Depreciation 0.00 0.00

Interest 0.00 0.00

Profit before tax 0.11 -0.29

Provision for tax/ Deferred Tax 0.19 0.09

Profit after tax -0.08 -0.20

OPERATIONS

Your company has strategically devised its business through its subsidiaries and by making separate business center. The company has incurred a loss of Rs. 0.08 lacs as compare to Rs.0.20 lacs of previous year. Yours directors expect good return from the business of subsidiary and the present status of the state of affairs of the subsidiary company are annexed herewith.

The company has decided to focus non fund based services and started making feasibility in the non fund based sector.

DIVIDEND

In view of the loss during the year the company has not declared any dividend for the year.

DIRECTORS

Mr. Ramesh Kumar is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible offers him self for the reappointment.

AUDITORS

M/s FARM & SMRN, Chartered Accountant retire at the conclusion of Annual General Meeting and are eligible for reappointment.

COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate received from M/s A. K. Verma & Co. Company Secretary in whole time in practice, pursuant to section 383 (A) of the Companies Act, 1956 is annexed to this Report.

M/S A. K. VERMA & CO., Company Secretary in Whole Time Practice who retires at the conclusion of this Annual General Meeting are eligible for re-appointment. Your Board has recommended his re-appointment.

EMPLOYEES

There is no employee with the company covered under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors are pleased to state the following pursuant to the provision of section 217 (2A) of the Companies Act, 1956.

i) That in the preparations 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 judgment and estimates that were reasonable and prudent to 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 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 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 annual 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, during the last financial year within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

SUBSIDIARIES COMPANY

The annual report of the subsidiary company for the year ended 31st March, 2013 Annexed here to.

CONSERVATION OF ENERGY

Since your company is a finance company, this provision is not applicable.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Since your company is a finance company, this provision is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There is no foreign exchange earning and outgo during the year under consideration.

BANKER

Company's banker is Union Bank of India at 14/15 -F, Connaught Place, New Delhi-110001. Company is maintaining no other bank account since 2004.

ACKNOWLEDGMENT

Your director's wish to place on the record their sincere appreciation for the whole hearted co-operation and assistance extended by the bankers to the company. The board also wishes to place on record its appreciation for the dedicated services of the staff and officers of the company at all levels.

For and on behalf of the Board of Directors

CHAIRMAN

Place: New Delhi

Date : 02.09.201

Mar 31, 2012

Dear Members

The Directors have pleasure in presenting the Twenteeth Annual Report and the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rupees in lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Profit before Depreciation & Interest -0.29 -0.38

Depreciation 0.00 0.00

Interest 0.00 0.00

Profit before tax -0.29 -0.38

Provision for tax/ Deferred Tax 0.09 0.11

Profit after tax -0.20 -0.27

OPERATIONS

Your company has strategically devised its business through its subsidiaries and by making separate business center. The company has incurred a loss of Rs. 0.08 lacs as compare to Rs.0.20 lacs of previous year. Yours directors expect good return from the business of subsidiary and the present status of the state of affairs of the subsidiary company are annexed herewith.

The company has decided to focus non fund based services and started making feasibility in the non fund based sector.

DIVIDEND

In view of the loss during the year the company has not declared any dividend for the year.

DIRECTORS

Mr. Ramesh Kumar is liable to retire by rotation at the forthcoming Annual General Meeting of the company and being eligible offers him self for the reappointment.

AUDITORS

M/s FARM & SMRN, Chartered Accountant retire at the conclusion of Annual General Meeting and are eligible for reappointment.

COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate received from M/s A. K. Verma & Co. Company Secretary in whole time in practice, pursuant to section 383 (A) of the Companies Act, 1956 is annexed to this Report.

M/S A. K. VERMA & CO., Company Secretary in Whole Time Practice who retires at the conclusion of this Annual General Meeting are eligible for re-appointment. Your Board has recommended his re-appointment.

EMPLOYEES

There is no employee with the company covered under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Your directors are pleased to state the following pursuant to the provision of section 217 (2A) of the Companies Act, 1956.

i) That in the preparations 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 judgment and estimates that were reasonable and prudent to 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 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 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 annual 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, during the last financial year within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

SUBSIDIARIES COMPANY

The annual report of the subsidiary company for the year ended 31st March, 2013 Annexed here to.

CONSERVATION OF ENERGY

Since your company is a finance company, this provision is not applicable.

RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Since your company is a finance company, this provision is not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There is no foreign exchange earning and outgo during the year under consideration.

BANKER

Company's banker is Union Bank of India at 14/15 -F, Connaught Place, New Delhi-110001. Company is maintaining no other bank account since 2004.

ACKNOWLEDGMENT

Your director's wish to place on the record their sincere appreciation for the whole hearted co-operation and assistance extended by the bankers to the company. The board also wishes to place on record its appreciation for the dedicated services of the staff and officers of the company at all levels.

For and on behalf of the Board of Directors

CHAIRMAN

Place: New Delhi

Date : 02.09.2012

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