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Directors Report of F Mec International Financial Services Ltd.

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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