Directors Report of Mefcom Capital Markets Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the SOthAnnual Report of the Company together with Audited Accounts for the year ended 31 st March, 2015.

FINANCIAL RESULTS

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED 31ST ENDED 31ST MARCH 2015 MARCH 2014 (RS. IN LACS) (RS. IN LACS)

Gross Income 235.80 129.96

Total Expenses 174.40 121.30

Profit/ (Loss) before 69.33 16.66

interest, Depreciation and

Tax

Depreciation 5.94 5.92

Interest 1.99 2.08

Provision for Tax 0.00 0.00

Prior period expenses 0.00 0.03

Profit/ (Loss) after Tax 61.40 8.66

OPERATION AND FUTURE OUTLOOK

Your Company has earned a net profit of Rs. 61,40Lacsas on March 31 st 2015 against a profit of Rs.8.66Lacsin previous year ended on March 31st 2014.

Your Company has increased its income from Merchant Banking activities to Rs. 45.5 Lacs for the financial year 2014-15 in comparison to previous year 2013-14where we had income of Rs. 38.95Lacs only.

DIVIDEND

With a view to conserve resources of the Company, the Directors of the Company do not recommend any dividend.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. There has been no material change in the nature of the business of the subsidiary.

As percircular No. 2/2011 dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs. A statement containing brief financial details of the subsidiary company for the financial year ended March 31st, 2015 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/ its subsidiary at the registered office of the Company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the registered office of the respective subsidiary company. The Company shall furnished a copy of the details of annual accounts of subsidiary to any member on demand.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per clause 49 of Listing Agreement with Stock Exchange, the company has adopted a code of conduct which is applicable to the members of the board and senior management of the company. The company fully complies with the Corporate Governance practices as enunciated in the Listing Agreement, Corporate Governance report and Management Discussion & Analysis Report annexed as Annexure, which forms part of this report.

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposits as defined under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS

In accordance with the provisions of the companies act 2013 and Articles of Association of the Company, Shri. Sham Nijhawanis liable to retire by rotation at the ensuring General Meeting, but being eligible offers themselves for re-appointment. The Board recommends their re- appointment.

In accordance with the Clause 49 of Listing Agreement and Section 149 and 152 of the Companies Act, 2013, the board has appointed Ms. NishaAshwani Kumar as an Additional Director of the Company, at its meeting held on March 30, 2015. She too holds office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/re-appointment has been given in the Notice of the Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually and evaluation of the working of its Audit as well as Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Appointment & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year, four Board Meetings and four Audit Committee Meetings were convened and held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013 and Clause 49 (lll)(D)(4)(a) of Listing Agreement with Stock Exchange in the preparation of annual accounts for the year ended March 31,2015, your directors would like to state that:-

i. In the preparation of the annual accounts, the applicable accounting standards have been followedalongwith proper explanation relating to material departures, if any.

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the profit or loss of the Company for the year ended March 31st, 2015.

iii. The directors have 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 have prepared the annual accounts of the company for the year ended March 31 st, 2015 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.

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

AUDIT COMMITTEE

In accordance with the requirement of clause 49 of the Listing Agreement with Stock Exchange, the board has constituted the Audit Committee which comprised 3 (three) Independent Directors Shri TarsemGarg(Chairman), Shri Sham Nijhawan and Shri ShailenderaHaruaryas members of the audit committee.

The composition role, functions and powers of the Audit committee are in accordance with the applicable laws and the Listing Agreement with the Stock Exchange.

AUDITORS

STATUTORY AUDITORs

The Auditors M/s V.K. Dhingra& Company, Chartered Accountants will "re-appoint" in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. They have furnished to the Company a written certificate to the effect that the proposed reappointment, if made, will be in accordance with Section 139 of the Companies Act, 2013.

AUDITORS' REPORT

As regards the Auditors' observations, the relevant note in the significant Accounting Policies, notes on accounts and other disclosures are self explanatory and it is reproduced as given in notes on accounts point no 31(b) i.e. "Gratuity is being provided on cash basis". During the year no gratuity was paid. Andfor the next financial year the Company is considering to subscribe the Group Gratuity Scheme of Life Insurance Corporation of India.

The point no 2(e)-Your Board would like to apprise you that Mr. T.R.Khare had vacated the office of Director w.e.f. July 24, 2015.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has Appointed M/S AAA and Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

The observation made in Secretarial Auditor's Report regarding, Mr.Tika Ram Khare, independent director who is deemed to have vacated the office pursuant to provisions of Section 167(1 )(b) of the Companies Act, 2013 as he has not attended any meeting in person during the financial year 2014-15. The Board would like to apprise you that Mr. Tika Ram Khare has vacated his office w.e.f. 24.07.2015.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure C".

RELATED PARTY TRANSACTIONs

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large.

CODE OF CONDUCT

The board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.mefcom.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealing and in particular on matters relating to integrity in the work place, in business practices and dealing with stakeholders. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

THE Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company established a vigil mechanism to be known as the 'Whistle Blower Policy' for its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics counselor or the Chairman of Audit Committee of the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company share by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading Window is closed. The board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

BUSINESS RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the company has constituted a business risk management committee. The details of the committee and terms of reference are set out in the Corporate Governance Report forming part of the Board report.At present the company has not identified any element of risk which may threaten the existence of the company.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual

General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

CONSERVATION OF ENERGY

* The Company is engaged in providing financial services and such operations do not account for substantial energy consumption. However, the company is taking all possible measures to conserve energy. Several environment friendly measures have been adopted by the company such as:

* Installation of TFT monitors that save the power.

* Automatic power shut down of the monitors

* Creating environmental awareness by way of distributing information in electronic form.

* Minimizing Air conditioning usage.

* Shutting off all the lights when not in use.

* Education and awareness programme for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the systems development and innovation with the use of new technological advancement. During the year, the company has installed several softwares and this effort will reduce the unnecessary usage of paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company did not have any foreign exchange earnings and out go.

DEMATERIALISATION OF SHARES

In pursuance of SEBI/ Stock Exchange direction, your company offered demat option to its estimated shareholders so as to enable them to trade the shares in the demat form. In response, 96.11 % shares have been converted into demat form upto March 31, 2015. The ISIN No. is INE186C01015.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of the Report and accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on corporate Governance along with a Certificate of Compliance form the Auditors and Management Discussion and analysis Report form part of this Report.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by various Government departments, regulators, stock exchanges, other statutory bodies and bankers to the company. The directors thankfully acknowledge the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the company's management.

BY ORDER OF THE BOARD FOR MEFCOM CAPITAL MARKETS LIMITED

Sd/- Place: New Delhi (Vijay Mehta) Dated: July 31,2015 Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Accounts of the company for the year ended 31 st March 2014.

FINANCIAL RESULTS

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED ENDED 31ST MARCH, 31ST MARCH, 2014 2013 (Rs. IN LACS) (Rs. IN LACS)

Gross Income 129.96 356.94

Total Expenses 113.30 355.52

Profit / (Loss) 16.66 1.42 before Interest,

Depreciation and Tax

Depreciation 5.92 7.43

Interest 2.08 5.43

Provision for 0.00 0.00

Income Tax (incl. fringe benefit tax)

Prior period 0.00 0.03 expenses

Profit / (Loss) after 8.66 (11.47)

OPERATIONS AND FUTURE OUTLOOK

Your Company has earned a net profit of Rs.8.66 lacs against a loss of Rs. 11.47 lacs in the previous year.

Your company has increased its income from Merchant Banking activities to Rs.38.95 Lacs in comparison to previous year where we had income of 14.45 Lacs only.

Your directors are putting their best efforts for the growth of the company.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its circular No.2/2011 dated 8th February, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary company with the balance sheet of the company. A statement containing brief financial details of the subsidiary company for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary at the registered office of the company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the registered office of the respective subsidiary company. The Company furnish a copy of the details of annual accounts of subsidiary to any member on demand.

COPORATE GOVERNANCE / MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with Stock Exchange, the Company has adopted a Code of Conduct which is applicable to the members of the Board and senior management. The Company fully complies with the Corporate Governance practices as enunciated in the Listing Agreement, Corporate Governance Report and Management Discussion and Analysis Report are annexed and marked Annexure-1, which form part of this report.

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

DIRECTORS

In Accordance with the provisions of Companies Act, 1956 and Articles of Association of the company, Shri Shri Shailendra Haruray and Shri Tarsem Garg are liable to retires by rotation at the ensuing Annual General Meeting, but being eligible offers themselves for re-appointment. The Board recommends their re- appointment.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) The directors had adopted such accounting policies and are applying them consistently and to make 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 as on 31st March, 2014 and of the losses of the Company for that year.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(d) The directors had prepared the annual accounts of the Company for the year ended March 31, 2014 on a "Going Concern" basis.

AUDIT COMMITTEE

In accordance with the requirement of Clause 49 of the Listing Agreement with Stock Exchange, the Board has constituted the Audit Committee which comprised 3(three) Independent Directors viz Shri Tarsem Garg (Chairman) Shri Sham Nijhawan Shri Shri Shailendra Haruray besides Shri T.R.Khare as a member.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the Listing Agreement with the Stock Exchange.

AUDITORS

Statutory Auditors

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi, hold office as the Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate to the effect that the re-appointment, if made, would be with in the limits prescribed under the Section 224(1-B) of the Companies Act, 1956.

AUDITORS''REPORT

As regards the Auditors'' observations the relevant Note in Significant Accounting Policies, Notes on Accounts and other disclosures are self-explanatory and, therefore, do not call for any further comments.

CONSERVATION OF ENERGY

- The company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the company such as:

Installation of TFT monitors that save the power.

- Automatic power shut down of the monitors

- Creating environmental awareness by way of distributing information in electronic form.

Minimizing Air-Conditioning usage. Shutting off all the lights when not in use. Education and awareness programs for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several software''s and this effort will reduce the unnecessary usage of paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company did not have any foreign exchange earning and out go.

DEMATERIALISATION OF SHARES

In pursuance of SEBI / Stock Exchange directions, your Company offered demate option to its esteemed shareholders so as to enable them to trade the shares in the demate form. In response, 96.08% shares have been converted into demat form up to 31st March, 2014. The ISIN Number-INE186C01015.

PARTICULARS OF EMPLOYEES

During the year under report, the relations between the Company''s management and its staff continued to remain cordial. The Directors place on record their deep appreciation of the devoted services of the staff and executives.

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by various Government departments, regulators, stock exchanges, other statutory bodies and bankers to the company. The directors thankfully acknowledge the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the Company''s management.

By order of the Board

For Mefcom Capital Markets Ltd

Sd/-

Place: New Delhi (ViJay Mehta)

Dated: May 30, 2014 Chairman

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with the Audited Accounts of the company for the year ended 31st March 2013.

FINANCIAL RESULTS

FOR THE FOR THE YEAR ENDED YEAR ENDED PARTICULARS 31st MARCH, 31st MARCH, 2013 2012 (Rs. IN LACS) (Rs. IN LACS)

Gross Income 356.94 76.46

Total Expenses 355.52 106.65

Profit / (Loss) before Interest, 1.42 (30.19)

Depreciation and Tax

Depreciation 7.43 9.50

Interest 5.43 29.33

Provision for Income Tax (incl. 0 0

fringe benefit tax)

Prior period expenses 0.03 0

Profit / (Loss) after Tax (11.47) (69.02)

OPERATIONS AND FUTURE OUTLOOK

Your Company has incurred a loss of Rs.11.47 lacs as compared to the loss of Rs.69.02 lacs in the previous year. This loss is mainly due to the erosion of value in the investment in shares held by the company during the year.

Merchant Banking activities is also very low in the year under review in comparison to the previous year. The company is taking necessary steps to show better results in ensuing year in this activity.

Your directors are putting their best efforts for the growth of the company.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its circular No.2/2011 dated 8th February, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary company with the balance sheet of the company. A statement containing brief financial details of the subsidiary company for the financial year ended March 31, 2013 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/its subsidiary at the registered office of the company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the registered office of the respective subsidiary company. The Company furnish a copy of the details of annual accounts of subsidiary to any member on demand.

COPORATE GOVERNANCE / MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Clause 49 of the Listing Agreement with Stock Exchange, the Company has adopted a Code of Conduct which is applicable to the members of the Board and senior management. The Company fully complies with the Corporate Governance practices as enunciated in the Listing Agreement, Corporate Governance Report and Management Discussion and Analysis Report are annexed and marked Annexure-1, which form part of this report.

PUBLIC DEPOSIT

During the year under review, the company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

DIRECTORS

In Accordance with the provisions of Companies Act, 1956 and Articles of Association of the company, Shri Sham Nijhawan and Shri T. R. Khare retires by rotation at the ensuing Annual General Meeting, but being eligible offers themmselves for re-appointment. The Board recommends their re-appointment.

The terms of Mr. Vijay Mehta, as Managing Director expired on 30.09.2012 therefore he has been appointed Managing Director of the Company by the Board of Directors in their meeting held on 30th May 2013 w.e.f. 01.07.2013.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

The directors had adopted such accounting policies and are applying them consistently and to make 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 as on 31st March, 2013 and of the losses of the Company for that year.

The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The directors had prepared the annual accounts of the Company for the year ended March 31, 2013 on a "Going Concern" basis.

AUDIT COMMITTEE

In accordance with the requirement of Clause 49 of the Listing Agreement with Stock Exchange, the Board has constituted the Audit Committee which comprised 3(three) Independent Directors viz Shri Tarsem Garg (Chairman) Shri Sham Nijhawan Shri Shailendra Haruray and Shri T.R.Khare as a member.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and the Listing Agreement with the Stock Exchange.

AUDITORS Statutory Auditors

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi, hold office as the Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a Certificate to the effect that the re-appointment, if made, would be with in the limits prescribed under the Section 224(1-B) of the Companies Act, 1956.

AUDITORS'' REPORT

As regards the Auditors'' observations the relevant Note in Significant Accounting Policies, Notes on Accounts and other disclosures are self- explanatory and, therefore, do not call for any further comments.

CONSERVATION OF ENERGY

The company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the company such as:

Installation of TFT monitors that save the power.

Automatic power shut down of the monitors.

Creating environmental awareness by way of distributing information in electronic form.

Minimizing Air-Conditioning usage.

Shutting off all the lights when not in use.

Education and awareness programs for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several software''s and this effort will reduce the unnecessary usage of paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company did not have any foreign exchange earning and out go.

DEMATERIALISATION OF SHARES

In pursuance of SEBI / Stock Exchange directions, your Company offered demate option to its esteemed shareholders so as to enable them to trade the shares in the demate form. In response, 95.85% shares have been converted into demate form up to 31st March, 2013. The stock code number is ISIN - INE186C01015.

PARTICULARS OF EMPLOYEES

During the year under report, the relations between the Company''s management and its staff continued to remain cordial. The Directors place on record their deep appreciation of the devoted services of the staff and executives.

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the co-operation and assistance extended to the company by various Government departments, regulators, stock exchanges, other statutory bodies and bankers to the company. The directors thankfully acknowledge the continuous support and guidance of all the shareholders and, more importantly, for the confidence reposed in the Company''s management.

By order of the Board

For Mefcom Capital Markets Ltd.

Place : New Delhi (Vijay Mehta)

Dated: May 30, 2013 Chairman

---

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure In presenting the 27* Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

FOR THE FOR THE YEAR ENDED YEAR ENDED PARTICULARS 31st MARCH, 31st MARCH, 2012 2011 (Rs.IN LACS) (Rs.IN LACS)

Gross Income 76.46 109.27

Profit / (Loss) before Interest, (30.19) (47.97) Depreciation and Tax

Depreciation 9.50 7.13

Interest 29.33 31.87

Provision for Income Tax

Prior period expenses 4.11

Profit / (Loss) after Tax (69.02) (91.08)

OPERATIONS AND FUTURE OUTLOOK

The Company has shown a net loss this year as mentioned above. It is because this year market conditions were unfavorable for IPO and other major activities in the capital marKet; which affects the business of the company and further affects the total income of the company.

The Company has got permanent registration as Merchant Bankers from SEBI. The small and medium companies have now got a separate SME platform to list their shares so now even small companies can 90 for IPO which will also help to increase the business of your company. It is expected that company will grow in future and will give better results as the capital market is expected to do better in future.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

DIRECTORS

In Accordance with the provisions of Companies Act. 1956 and Articles of Association of the company, Mr. Shailendra Haruray retires by rotation at the ensuing Annual General Meeting, but being eligible offers himself for re-appointment The Board recommends his re-appointment.

Due to their personal reasons, Mr. P.K. Rajgarhia resigned as a director of the company with effect from 29.10.2011 and Mr. R.K.Pandey resigned as a director w.e.f. 30.04.2012. The Directors wish to place on record their appreciation for the contribution made by Mr. P. K. Rajgarhia and Mr. R.K.Pandey during their tenure. However, Mr. Tarsem Garg has appointed as Additional Director of the company as on 23.06.2012.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your directors confirm that:

In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- The directors had adopted such accounting policies and are applying them consistently and to make 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 as on 31" March, 2012 and of the Losses of the Company for thai year.

The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities.

- The directors had prepared the annual accounts on a "Going Concern" basis.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules 1975.

CONVERTIBLE WARRANTS

During the year under consideration, the Company had allotted 10 Lacs Equity Shares against conversion of 10 lacs fully Convertible Warrants and forfeited 8 lacs Fully Convertible Warrants due to non payment of allotment money. Further the shares allotted as mentioned above has been listed with BSE as on 08/05/2012.

SUBSIDIARY COMPANIES

The company has one subsidiary company namely M/s Mefcom Securities Ltd. M/s Mefcom Infrastructure Projects Ltd. Is no more a subsidiary of the company w. e. f. 12/03/2012. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its circular No.2/2011 dated 8"1 February, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company with the Balance Sheet of the company. A statement containing brief financial details of the subsidiary company for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of the subsidiary and the related detailed information will be made available to any member of the Company/ its subsidiary at the Registered Office of the company. The annual accounts of the said subsidiary will also be available for inspection, as above, at the Registered Office of the respective subsidiary company. The Company furnish a copy of the details of annual accounts of subsidiary to any member on demand.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. The Company adheres to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and the requirements of the Listing Agreement and has implemented all mandatory stipulations prescribed there under. Report on Corporate Governance for the year ended 31"'' March, 2012 in terms of Clause 49 of the Listing Agreements entered into with the Stock Exchanges In India forms part of the Annual Report. Certificate from the Company Secretary in Whole Time Practice, M/s Lalit K Agarwal & Company, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management discussion and Analysis Statement on the Company''s performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable is attached to this report

CODE OF CONDUCT

In terms of Clause 49 of the Listing Agreement the Company has formulated a Code of Conduct for the Directors and Senior Managerial Personnel. All the Board members and senior managerial persons have given their consent to adhere to the code of conduct to the Compliance Officer. As per requirement of Listing Agreement, the code of conduct is also available on Company''s website www.mefcom.ln

AUDITORS

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting and being eligible for reappo ntment nave expressed their willingness to be re-appo,ntea, as statutory a.d tors of Ine company Your directors recommend tneir reappointment.

PARTICULARS OF EMPLOYEES

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2 A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY

The company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the company such as:

Installation of TFT monitors that save the power. '' Automatic power shut down of the monitors. - Creating environmental awareness by way of distributing information in electronic form, Minimizing Air-Condltioning usage Shutting off a me gnts wnen not in use Education and awareness programs for the employees

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TEC H N OLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several software''s and this effort will reduce the unnecessary usage ot paper and manpower.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company has not earned anything in foreign exchange. However, during the year the company has Incurred 7 1.39 lacs in foreign exchange.

INSURANCE

The property and assets of the company have been adequately insured wherever needed.

LISTING WITH STOCK EXCHANGES

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, tne company hereby declares that the listing for its shares continued mrcgho-t tne year w th "Bombay Stock Exchange Limited" Phiro2e Jee,eebnoy Toners Da a Street. Mumbai- 400001

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accojntmg Stanoard AS-21 the consolidated f nancial statements are furn sneo herew th ana form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

ACKNOWLEDGEMENT

Your directors place on record their appreciation and thanks for the assistance and support extended by various Government departments, Regulators, Stock Exchanges, other statutory bodies and Bankers to the company. The Directors also place on record their sincere appreciation for the company''s employees wno are instrumental for smooth workng of the company Your D rectors oo* forward to tneir continuing support and unstinting efforts in ensuring the excellent all round operational performance.

By order of the Board

For Mefcom Capital Markets Ltd.

Place : New Delhi (VIJay Mehta)

Dated: June 23, 2012 Chairman

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2011.

FINANCIAL RESULTS

PARTICULARS FOR THE FOR THE

YEAR ENDED YEAR ENDED

31ST MARCH, 31ST MARCH,

2011 2010

(Rs. IN LACS) (Rs. IN LACS)

Gross Income 152.36 38.54

Profit / (Loss) before Interest, (47.97) 128.06

Depreciation and Tax

Depreciation 7.13 6.92

Interest 31.87 -

Provision for Income Tax (incl. - -

fringe benefit tax)

Prior period expenses 4.11 0.04

Profit / (Loss) after Tax (91.08) 121.10

OPERATIONS AND FUTURE OUTLOOK

Despite four-fold increase in the gross income, the company has shown a net loss as mentioned hereinabove. It has been mainly due to provision for diminishing in the value of share investments held by the company, interest on amount borrowed for subscribing to the warrants of Banswara Syntex and also due to increase in expenses.

The future outlook of your company seems bright as of now. There is a substantial appreciation in the share price of Banswara Syntex. Restriction on the sale of these shares, which were received after conversion of warrants, is also over by the end of April, 2011. Your company is also signed as lead manager to the Public issue of Sanco Industries Ltd., list of which is expected to open during the current year. The share investments presently held by the company are expected to yield better returns this year. Your directors are working on many other propositions, effect of which should materialise shortly.

KEY INITIATIVES

Strategic Partnership with Beaufort International Associates Limited

Your directors are pleased to inform that your company has entered into a strategic partnership with a leading London based Merchant Bank, M/s Beaufort International Associates Ltd., who are also members of London Stock Exchange. The MOU with Beaufort was signed in June, 2011. With this strategic alliance, your company will now be able to extend cross- border financial services to the clients which, over a time period should substantially add to the revenues of the company.

DIVIDEND

With a view to conserve resources of the company, the Directors of the company do not recommend any dividend.

DIRECTORS

In Accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Shri R. K. Pandey retires by rotation at the ensuing Annual General Meeting, but being eligible offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Shailendra Haruray was appointed additional Director of the Company w.e.f. 28.04.2011 and shall hold office up to the conclusion of this Annual General Meeting. A notice under Section 257 of the Companies Act, 1956 has been received by the Company, signifying his intention to propose the appointment of Mr. Shailendra Haruray, as Director of the Company.

Ms. Priyanka Mehta resigned as a Director of the Company with effect from 7th February, 2011. The Directors wish to place on record their appreciation for the contribution made by Ms Priyanka Mehta during her tenure.

DIRECTORS RESPONSIBILITY STATMENT

In accordance with Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- The Directors had adopted such accounting policies and are applying them consistently and to make 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 as on 31st March, 2011 and of the losses of the Company for that year.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the annual accounts on a "Going Concern" basis.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits as defined under section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975.

CONVERTIBLE WARRANTS

During the year under consideration, the company had allotted 18 Lacs fully convertible warrants @ Rs 12.50/- each and application money had been received to the extent of 25%.

SUBSIDIARY COMPANIES

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached to the accounts. The Central Government has issued a General Circular No.2/2011 dated 8th February, 2011 directing that the provision of Section 212 shall not apply in relation to subsidiaries of those companies which comply with certain disclosure requirements.

In terms of the general exemption granted by the central Government under section 212(8) of the Companies Act, 1956 and as per resolution passed by the board of directors at their meeting held on 28th April, 2011, the audited statements of accounts and the auditors report thereon for the year ended March 31, 2011 along with the report of board of directors of the company's subsidiaries have not been annexed.

The annual accounts of the subsidiaries and the related detailed information shall be made available to shareholders of the company and its subsidiaries seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the registered office at 5th Floor, Sanchi Building, 77, Nehru Place, New Delhi-110019.

AUDITORS

M/s V. K. Dhingra & Company, Chartered Accountants, New Delhi retire at the conclusion of this Annual General Meeting and being eligible for reappointment, have expressed their willingness to be re-appointed, as statutory auditors of the Company. Your Directors recommend their reappointment.

PARTICULARS OF EMPLOYEES

No employee of the company is getting remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

CONSERVATION OF ENERGY

The Company is engaged in providing financial services and such operations do not account for substantial energy consumption. However the Company is taking all possible measure to conserve the energy. Several environment friendly measures have been adopted by the Company such as:

- Installation of TFT monitors that save the power.

- Automatic power shut down of the monitors.

- Creating environmental awareness by way of distributing information in electronic form.

- Minimizing Air-Conditioning usage.

- Shutting off all the lights when not in use.

- Education and awareness programmes for the employees.

The management frequently puts circulars on the corporate intranet for the employees, educating them on ways and means to conserve electricity and other natural resources and ensures strict compliance with the same.

TECHNOLOGY ABSORPTION

The management understands the importance of technology in the business segment in which the company works and lays utmost emphasis on the system development and innovation with the use of new technological advancements. During the year the company has installed several softwares and this effort will reduce the unnecessary usage of paper and manpower.

CORORATE SOCIAL RESPONSIBILITY INITIATIVES BY THE COMPANY

Purely making profit cannot be the only goal of the company. Any company exists within the framework of a society and it has to give back to the society. At Mefcom, the need to give back to the society is recognized and to have a much focused approach for giving back to the society. The company has passed an ordinary resolution pursuant to section 293 (1) (e) of the Companies Act,1956 in the Annual General Meeting held on 29th September, 2007, wherein 5% of the net profits of the company would be contributed to enrich lives and fulfill our responsibilities towards the needy and underprivileged sections of the society. This amount shall be contributed to "Vijay Mehta Foundation" the charitable society of Mefcom Group, which shall be undertaking the following activities;

- Medical facilities for poor people

- Primary education Up to high school.

- Scholarships to students from poor families.

- Contribution to NGOs serving of handicapped children, women old age homes etc.

- Any other charitable activity suggested by the Board of Directors of the contributing companies.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year under review, company has not earned anything in foreign exchange. However, during the year the company has incurred Rs. 1.16 lacs in foreign exchange.

INSURANCE

The property and assets of the company have been adequately insured wherever needed.

LISTING WITH STOCK EXCHANGES

As per the requirement of Clause 49 of the Listing Agreement with Stock Exchanges, the company hereby declares that the listing for its shares continued throughout the year with "Bombay Stock Exchange Limited" Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai– 400001.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the consolidated financial statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a certificate of Compliance from a practicing Company Secretary and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your directors place on record their appreciation and thanks for the assistance and support extended by various Government Departments, Regulators, Stock Exchanges, other statutory bodies and Bankers to the company. The Directors also place on record their sincere appreciation for the company's employees who are instrumental for smooth working of the company. Your Directors look forward to their continuing support and unstinting efforts in ensuring the excellent all round operational performance

By order of the Board For Mefcom Capital Markets Ltd.

Place : New Delhi (Vijay Mehta) (T. R. Khare)

Dated : June 30, 2011 Chairman Director