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મેફ્કોમ કેપિટલ માર્કેટસ ડિરેક્ટર્સ રિપોર્ટ, મેફ્કોમ કેપિટલ માર્કેટસ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

મેફ્કોમ કેપિટલ માર્કેટસ

બીએસઈ: 531176  |  ઍનઍસઈ : N.A  |  ISIN: INE186C01015  |  Finance - General

શોધો મેફ્કોમ કેપિટલ માર્કેટસ કનેક્શન � Mar 14
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '15
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
 
 
 
સ્તોત્ર: રેલીગેર ટેકનોવા


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