| 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
|