To,
The Member(s) of
F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED
Your Directors have pleasure in presenting the 32nd Annual Report together
with the audited financial statement of the Company for the year ended on 31st March 2025.
COMPANY OVERVIEW
F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED (CIN: L65100DL1993PLC053936) is a
BSE Listed Company (Scrip Code: 539552) having Registered Office at 908, 9th
Floor Mercantile House, 15 K.G. Marg, Delhi-110001 working as a Non-Banking Finance
Company. The Company has obtained registration as a Non- Banking Financial Company
(“NBFC”) from Reserve Bank of India and is bearing Registration Number- B-14.01129
dated 11th September, 1998.
The performance highlights and summarized financial results of the Company are given
below:
PERFORMANCE HIGHLIGHTS
o The income for the FY 2024-2025 increased by 177.71 % to Rs. 663.58 Lakhs as
compared to Rs. 373.39 Lakhs in FY 2023-2024.
o The Profit before Tax for the FY 2024-2025 increased by 208.84 % to Rs 216.72
Lakhs as compared to Rs 103.77 Lakhs in FY 2023-2024.
o The Profit after Tax for the FY 2024-2025 increased by 208.56 % to Rs. 161.85
Lakhs as compared to Rs. 77.60 Lakhs in FY 2023-2024.
o The Earning per Share (EPS) of the Company for the FY 2024-2025 also witnessed an
increase of 161.07 % to Rs 1.8203 per share as compared to Rs 1.1302 per share in
FY 2023-2024.
FINANCIAL RESULTS
Your company has managed to book good amount of profits during the period under review
as compare to the previous year and your management is optimistic to back on track in near
future and register good volumes with profitability.
The Financial Results of the Company for the year ended 31st March, 2025 are as
follows:-
(Amount in Lakhs)
| PARTICULARS |
2024-2025 |
2023-2024 |
Gross Income |
664.25 |
375.06 |
Profit before Interest and Depreciation |
308.11 |
106.04 |
Less: Finance Charges |
(83.12) |
(10.09) |
Gross Profit |
224.99 |
95.95 |
Less: Provision for Depreciation |
8.26 |
(2.27) |
Net Profit Before Tax |
216.72 |
93.68 |
Less: Current Tax |
(55.36) |
(26.47) |
Less: Deferred Tax |
0.49 |
0.3 |
Net Profit After Tax |
161.85 |
67.51 |
Appropriations: ? Transfer to/roll back from Reserves for
Bad and Doubtful Debts |
2.42 |
2.18 |
? Special Reserves and (As per RBI Act, 1934 - applicable for
NBFC) |
32.37 |
15.52 |
? Reserves and Surplus |
127.06 |
59.9 |
Proposed Dividend on Equity Shares |
- |
- |
Tax on proposed Dividend |
- |
- |
Earning per Equity Share (EPS) |
1.8203 |
1.1302 |
Earning per Equity Share (Diluted) |
1.8203 |
1.1302 |
Your Company has prepared the Financial Statements for the Financial Year ended March
31, 2025 under Section 133 of the Companies Act, 2013 and in accordance with Division III
of the Schedule III of the Companies Act, 2013 and has recast the Financial Statements
relating to the previous Financial Year ended March 31, 2024 in order to make the
comparable.
SHARE CAPITAL
The Authorized Share Capital of the Company as on 31st March, 2025 was Rs.
10,00,00,000 (Rupees Ten Crore Only) comprising of 1,00,00,000 Equity Shares of face value
of Rs. 10/- each and Paid- Up Equity Share Capital of the Company as on 31st March,
2025 was Rs. 8,89,17,680 (Rupees Eight Crore Eighty Nine Lacs and Seventeen Thousand
Six Hundred Eighty Only) comprising of 88,91,680 Equity Shares of face value of Rs. 10/-
each. There was no change in the Authorized or the Paid-up Capital/Subscribed Capital
during the Financial Year 2024-25.
a. Buy Back of Securities
The Company has not bought back any of its securities during the year under review as
per the provisions of Section 68 of the Companies Act, 2013 read with the Rule 17 of the
Companies (Share Capital and Debenture) Rules, 2014.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review as per
the provisions of Section 54 of the Companies Act, 2013 read with Rule 8 of the Companies
(Share Capital and Debenture) Rules, 2014.
c. Bonus Shares
No Bonus Shares were issued during the year under review as per the provisions of
Section 63 of the Companies Act, 2013 read with Rule 14 of the Companies (Share Capital
and Debenture) Rules, 2014.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees pursuant to
Section 62 (1) (b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share
Capital and Debenture) Rules, 2014.
e. Shares With Differential Rights
The Company has not issue any Equity shares with Differential Rights pursuant to the
provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.
Transfer to reserve
Under section 45-IC (1) of Reserve Bank of India ('RBI') Act, 1934, nonbanking
financial companies (‘NBFCs') are required to transfer a sum not less than 20% of its
net profit every year to reserve fund before declaration of any dividend. Accordingly, the
Company has transferred a sum of Rs. 32.37 Lakhs to its reserve fund specifically
made for the purpose named “Special Reserve as per RBI Act” from the
Profit earned by the Company during the year.
Also, the company has pursuant to Notification of Reserve Bank of India dated January
17, 2011 vide Notification No. DNBS.PD.CC. No. 207/03.02.002/2010-11 for making the “Provision
of 0.25% for Standard Assets of NBFCs”, the Company has transferred a sum of Rs.
2.42 Lakhs i.e., 0.25% on the Standard Assets of the Company under the Other
Non-Financial Liabilities named “Provision for Bad and Doubtful Debts”.
Further the company is complying with all the Reserve Bank of India guidelines as
issued from time to time related to provisioning and reserves.
DIVIDENDS
Considering the present conditions of business and growth stage of Company and plans
for business expansion, the Board of Directors of the Company has decided not to recommend
any dividend for the Financial Year 2025-26.
The Management being optimistic about the return from business activities has proposed
to plough back divisible profit into the main activities of the Company.
DEPOSITS
Every Non- Banking Finance Company registered with the Reserve Bank of India has to
comply with all the terms and conditions as stipulated by the Certificate of Registration
with RBI.
F-Mec International Financial Services Limited has been registered as a Non-Banking
Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve
Bank of India Act 1934, the Company cannot accept deposits from public, in compliance of
which the Company has not accepted any Deposits during the period under review.
Further, the Directors of the Company assured to carry on the practice of not accepting
the same in order to comply with RBI norms and guidelines in the coming year and the same
has been proposed and passed in the meeting of Board of Directors dated 30th August,
2025.,
RBI GUIDELINES
During the Financial Year under review, the Company had complied with the provisions of
all regulations/guidelines/Master Directions, issued by the Reserve Bank of India and as
applicable to the Company including filing of various returns.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
No material changes and/or commitments affecting the Financial Position of the Company
occurred between the end of the Financial Year to which these Financial Statements relate
and the Date of issue of this Report.
Extract of Annual Return
The Annual Return pursuant to the provisions of Section 134(3)(a) and Section 92(3) read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 of your
Company for the financial year under review which will be filed with the Registrar of
companies/ MCA shall be hosted on your company's website and can be accessed at the
following link: https://fmecinternational.com/investor.html > Financial Reports
> Annual Returns.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis of the financial conditions, future outlook and
results of the operations of the Company for the year under the review, as stipulated
under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate
section of this Annual Report and forms part of this Annual Report, as an "Annexure-I”.
CORPORATE GOVERNANCE REPORT
The Company believes in adhering to the best corporate governance practices and its
philosophy emphasizes on fair and transparent governance and disclosure practices which
helps your Company to follow the path of its vision and mission.
TAs per the provisions of Regulation 15(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulation 2015, provision of Regulation 27 and paras C, D
and E of Schedule V of SEBI regulations shall not applicable to the Company as the paid up
equity share capital of the Company and Net worth of the Company is not exceeding Rs. 10
Crore and Rs. 25 Crore respectively, as on the last day of the previous financial year. As
a good corporate practice and for more transparency, the Company has provided the
information in Corporate Governance Report on a suo-moto basis under the provisions of
paras C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)
Regulation 2015.
A detailed report on Corporate Governance pursuant to Regulation 34 of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the
Annual Report as “Annexure-II”.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company, being an NBFC registered with the RBI and engaged in the business of
giving loans in the ordinary course of its business, is exempt from complying with the
provisions of Section 186 of the Act by virtue of notification issued under
Companies (Amendment) Act, 2017, w.e.f. 7 May 2018, with respect to loans, guarantees and
investments. Accordingly, the Company is exempted from complying with the provisions of
Section 186(4) of the Act and hence complying with the requirements to disclose in the
financial statement the full particulars of the loans given, investment made, guarantee
given, or security provided.
Accordingly, the disclosures of the loans given as required under the aforesaid section
have not been made in this Report. However, the particulars of loans and investments are
provided in Note No. 6 to Financial Statements.
Particulars of other Loan, Guarantee and Investment are given in “Annexure-III”.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
In terms of provisions of section 177 of the Companies Act, 2013 and rules framed
thereunder read with Regulation 22 of the Listing Regulations, your Company has a
vigil mechanism in place for the
Directors and Employees of the Company through which genuine concerns regarding various
issues relating to inappropriate functioning of the organization can be communicated. For
this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website
of the Company at https://fmecinternationaL.com/investor.html
Protected disclosures can be made by a whistle blower through an e-mail or dedicated
telephone Line or a Letter to the Task Force or to the Chairperson of the Audit
Committee i.e. Mr. Kabeer Chaudhary either personally or through e-mail at fmecinternational@gmail.com
or call at 011-49954225.
During the year under review, there has been no incidence reported which requires
action by the Board or Committee.
BOARD OF DIRECTORS
A. DIRECTORS
The Company's Board of Directors comprises of Five Directors comprising of one
Executive Director and Four Non-Executive Directors, Three of which are Independent
Directors.
Following changes took place in the composition of Board of Directors:
| S. NO. |
DIN |
NAME |
DESIGNATION |
CHANGE |
Incoming Director(s) |
| 1 |
7862102 |
Mr. Somesh Kumar |
Independent Director |
Appointment (w.e.f., 29th March, 2025) |
During the financial year under review, Mr. Somesh Kumar (DIN: 07862102) was
appointed as an Additional Non-Executive Independent Director of the company in the board
meeting held on 29th March 2025, who has given his consent for
appointment and has also submitted a declaration that he meets the criteria for
independence under Section 149 of the Act and was regularized by the members in Annual
General Meeting held on 26th September, 2025.
The latest Composition of Directors as on the date of report is set out in table below:
SR. NO. |
NAME |
CATEGORY OF DIRECTORSHIP |
| 1 |
Mr. Apoorve Bansal (DIN: 08052540) |
Managing Director |
| 2 |
Mr. Rohit Dugar (DIN: 07988480) |
Independent Director |
| 3 |
Mr. Kabeer Chaudhary (DIN: 03142141) |
Independent Director |
| 4 |
Ms. Renuka Chouhan (DIN: 09547785) |
Non- Executive Woman Director |
| 5 |
Mr. Somesh Kumar (DIN: 07862102) |
Independent Director |
*An application dated 30.04.2025 for prior permission of the Reserve Bank of India
(“RBI”) in accordance with Paragraph 42 titled 'Acquisition/Transfer of Control
of NBFCs' under the RBI Master Direction - Non-Banking Financial Company (Scale-Based
Regulation) Directions, 2023, (as updated on November 10, 2023), (hereinafter referred to
as the 'RBI Change in Management Directives') is made for change in the designation of Mr.
Kabeer Chaudhary from Independent Non-Executive director to Professional Non-Executive
director of the Company.
B. KEY MANAGERIAL PERSONNEL OF THE COMPANY
Change in Directors during the year
A. Appointments
1. On the recommendation of NRC, the Board at its meeting held on 29.03.2025
appointment of Mr. Somesh Kumar (DIN: 07862102) as Independent, Non-Executive Director.
Regularisation of Mr. Somesh Kumar as Independent Non-Executive Director is proposed at
forthcoming Annual General Meeting.
Board is of the opinion that Mr. Somesh Kumar is a person of integrity, expertise, and
competent experience and proficiency to serve the company as an independent director that
can strengthen the overall composition of the Board.
Mr. Somesh Kumar has successfully passed the online proficiency selfassessment test as
required under the provisions of rule 6(4) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014
2. Ms. Ronika Dhall (ACS 39463), on the recommendation of NRC, was appointed as Company
Secretary and Compliance Officer of the
Company by the Executive Committee, on 01-05-2024.
B. Directors liable to retire by rotation
Ms. Renuka Chouhan (DIN: 09547785) retires by rotation at the ensuing Annual General
Meeting, being eligible, offers herself for reappointment.
C. Other changes in the Board
Mr. Kabeer Chaudhary, (DIN: 03142141), presently independent director wish to serve the
company under the designation Non-Executive, NonIndependent Director. In this regard the
company has made necessary application to RBI, seeking its prior approval for the said
change. After RBI approval necessary changes will be done in the Board of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted a declaration of independence, stating
that they meet the criteria of independence provided under Section 149(6) of the Act read
with regulation 16 of the SEBI Listing Regulations, as amended. They also confirmed
compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of
Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of
Independent Directors.
The Board took on record the declaration and confirmation submitted by the independent
directors regarding them meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same in terms of the requirements of
regulation 25 of the SEBI Listing Regulations.
In the opinion of the Board, the independent directors fulfil the conditions specified
in the Act, read with rules made thereunder and have complied with the code for
independent directors prescribed in Schedule IV to the Act.
None of the Directors disqualifies for appointment under Section 164 of the Companies
Act, 2013.
Board diversity, their appointment and remuneration
The Company's Board of Directors constitute of Five Directors comprising of one
Executive Director and Four Non-Executive Directors, Three of which are Independent
Directors. Appointment of Independent Directors of the Company shall be governed by the
Terms & Conditions of Appointment of Independent Director and Appointment of Non
Independent Directors of the Company shall be governed by the Policy of Nomination and
Remuneration of the Company. The detailed policy on appointment of Directors is available
on the Company's website at https://fmecinternational.com/investor.html.
DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Director(s) of the Company has drawn remuneration during the year under review which is in
compliance of the applicable provisions of Companies Act, 2013 and no employee(s) of the
Company has drawn remuneration in excess of the limits set out in the said rules.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, there were no significant and material orders passed by
the Regulators or Courts or Tribunals impacting the going concern status and Company's
operations in future.
INVESTOR RELATIONS
Your Company has been continuously interacting and endeavours to further improve its
engagement with investors/analysts through participation either in-person meetings or
through use of technology i.e. telephone meetings.
SECRETARIAL STANDARDS
Pursuant to Section 118(10) of the Companies Act, 2013, the Board of Directors of the
have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems are adequate and operating effectively. The applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to “Meetings of the Board of Directors” and
“General Meetings”, respectively, have been complied by your Company.
SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANIES
As on 31st March, 2025 the Company neither has any Associate, Subsidiary Company nor
any Joint Venture Company.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies
(Accounts) Rules, 2014, Consolidated Financial Statements of the Company not required to
be annexed to the Annual Report to reflect the Performance and Financial Position of the
Subsidiary/Associate.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions of Section 135 of the Companies Act, 2013 and other
relevant Rules are not applicable to the Company during the year under review.
DISCLSOURE REGARDING MAINTENANCE OF COST RECORDS
Since the Company is engaged in the business of Non- Banking Financial Company,
therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance
of Cost Records and Cost Audit is not applicable to the Company as required to be
disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules,
2014 (inserted by MCA Notification dated 31.07.2018).
RBI vide Master Directions on Fraud Risk Management in Non-Banking Financial Companies
(NBFCs) dated 15 July 2024,has amended the fraud monitoring framework NBFCs. However, as
per the provision of Clause
1.2.1 of the said Master Directions are not applicable to the Company.
MEETINGS
The calendar of the Board/ Committee Meetings and the Annual General Meeting is
circulated to the Directors in advance to enable them to plan their schedule for effective
participation at the respective meetings. At times certain decisions are taken by the
Board/ Committee through circular resolutions. All the decisions and urgent matters
approved by way of circular resolutions are placed and noted at the subsequent Board/
Committee Meeting.
A. BOARD MEETINGS
As per Section 173(1) of the Companies Act, 2013 and applicable rules the Board meets
at least once a quarter to review the quarterly results and other items of the Agenda.
During the financial year ended on March 31, 2025, Five (5) Board Meetings were held and
the gap between the two consecutive meetings was within the statutory limit. Details of
the Board meetings are given in the Corporate Governance Report annexed herewith for the
financial year ended March 31, 2025.
B. DISCLOSURE OF VARIOUS COMMITTES OF BOARD OF DIRECTORS
I. AUDIT COMMITTEE
The Board of Directors of your Company has a duly constituted Audit Committee in terms
of the provisions of Section 177 of the Companies Act, 2013 read with rules framed
thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the
Audit Committee has been approved by the Board of Directors.
The Audit Committee met four (4) times during the financial year. The
composition of the Audit Committee, number of meetings held during the year under review,
brief terms of reference and other details have been
provided in the Corporate Governance Report which forms part of this Annual Report.
Recommendations made by the Audit Committee are generally accepted by your Board.
II. STAKEHOLDER'S RELATIONSHIP COMMITTEE
The composition of the Stakeholders Relationship Committee is in compliance with the
provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI
(LODR) Regulations, 2015.
The Stakeholders' Relationship Committee met four (4) times during the financial
year. The details about the composition of the said committee of the Board of Directors
along with attendance thereof have been provided in the Corporate Governance Report which
forms part of this Report.
III. NOMINATION & REMUNERATION COMMITTEE
In terms of section 178 of the Act read with Companies (Meetings of Board and its
Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in
place duly constituted Nomination and Remuneration Committee of the Board of Directors.
The Nomination & Remuneration Committee met Two (2) times during the
financial year. The details of the composition of the committee along with other details
are available in the Corporate Governance Report which forms part of this Report.
C. EXTRA-ORDINARY GENERAL MEETING
No Extra-ordinary meeting(EGM) was convened during the financial yearr ended March 31,
2025.
AUDITORS AND AUDITORS' REPORT
(i) Statutory Auditors
M/s. Sanjay K Singhal & Co., Chartered Accountant(s), being the retiring auditors
have completed their term of 10 years and shall hold the office as the Statutory
Auditor(s) of the Company until the conclusion of the ensuing Annual
General Meeting of the Company. Thus, on the recommendation of Audit Committee, the
Board in its meeting held on 24th June, 2025 recommended the appointment of M/s. KSJ &
Co., Chartered Accountants (FRN:016024N) in place of the retiring auditor for a period of
5 years commencing from the Financial Year 2025-26 in terms of Section 139 141 & 142
and other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit & Auditors) Rule, 2014. Further the said appointment shall be subject
to the consent of the shareholders to be taken at the ensuing Annual General Meeting.
The Report given by the retiring Auditors M/s. Sanjay K Singhal & Co., Chartered
Accountant(s) on the Financial Statements of the Company for the Financial Year 2024-25 is
a part of the Annual Report.
(ii) Secretarial Auditors
M/s A.K. Verma & Co, Practicing Company Secretaries (Registration No./ Unique Code-
P1997DE091500) was appointed to conduct the Secretarial Audit of the Company for the
Financial Year 2024-2025, as required under Section 204 of the Companies Act, 2013 and
rules framed there under.
The Secretarial Audit Report for the Financial Year 2024-2025 forms part of the Annual
Report as "Annexure-IV” to the Board's report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
The Board has re-appointed M/s A.K. Verma & Co, Practicing Company Secretaries, as
the Secretarial Auditor of the Company for the Five years commencing from 2025 till the
financial year 2030.
(iii) Internal Auditors
M/s. Rajeev Shankar & Co., Chartered Accountants (FRN: 014006N) were appointed to
conduct the Internal Audit of the Company for the Financial Year 2024-2025, as required
under Section 138 of the Companies Act, 2013 and rules framed there under.
The scope, functioning, periodicity and methodology for conducting the Internal Audit
of the Company is formulated by the Audit Committee of the Company, in consultation with
the Internal Auditors.
The Board proposes to re-appoint M/s. Rajeev Shankar & Co., Chartered Accountants
(FRN: 014006N) as Internal Auditor of the Company for the Financial Year 2025-2026 after
obtaining their consent to act in such capacity.
QUALIFICATION. RESERVATION OR ADVERSE REMARK IN THE AUDITOR'S REPORTS AND SECRETARIAL
AUDIT REPORT
• Statutory Auditor
There is no qualification, reservation or adverse remark made by the Statutory Auditor
in their Auditor's Report to the Financial Statements
• Secretarial Auditor
There is no qualification, reservation or adverse remark made by the Secretarial
Auditor in their Auditor's Report to the Financial Statements
• Internal Auditor
There is no qualification, reservation or adverse remark made by the Internal Auditor
in their Auditor's Report to the Financial Statements
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors has not reported any instances of
frauds committed in the Company by its Officers or Employees, to the Audit Committee under
Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this
Report.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Board is responsible for establishing and maintaining adequate internal financial
control as per Section 134 of the Act.
Internal Financial Controls laid down by the Company is a systematic set of controls
and procedures to ensure orderly and efficient conduct of its business including adherence
to the Company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. Internal financial controls not only require the system to
be designed effectively but also to be tested for operating effectiveness periodically.
The Board is of the opinion that internal financial controls with reference to the
financial statements are adequate and operating effectively. The internal financial
controls are commensurate with the size, scale, and complexity of operations.
ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME FOR BOARD MEMBERS
A note on familiarization program adopted by the Company for orientation and training
of its Directors and Board Evaluation Process undertaken in compliance with the provisions
of the Companies Act, 2013 and the same forms part of the Corporate Governance, which
forms part of this Report.
The Report generated after evaluation of the Board will be considered by the Board for
the purpose of optimizing their effectiveness.
A note indicating the policy of Annual Evaluation of the entire Board of Directors and
the Independent Directors forms part of this Report and has been attached as "Annexure-V”.
RISK MANAGEMENT
The Board of Directors has adopted a risk management policy for the Company which
provides for identification of key events/risks impacting the business objectives of the
Company and attempts to develop risk policies and strategies to ensure timely evaluation,
reporting and monitoring of key business risks.
This framework, inter alia, provides a set of components that provide the foundations
and organisational arrangements for designing,
implementing, monitoring, reviewing and continually improving Risk Management
throughout the organisation. It covers principles of risk management, risk governance with
roles and responsibilities, business control measures, principle risks and business
continuity plan. The Management identifies and controls risks through a defined framework
in terms of the aforesaid policy.
The Board is of the opinion that there are no elements of risk that may threaten the
existence of the Company.
Borrowings
The total borrowing as on 31 March 2025 is Rs. 12,34,92 000 (Rupees Twelve Crore Thirty
Four Lakhs Ninety Two Thousands).
The total borrowing limit approved by the shareholders stands at Rs. 80,00,00,000
(Rupees Eighty Crores)*
*Note: in the EGM held on 21st August 2025.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Board has made a Committee of Board presided by Ms. Renuka Chouhan, Director of the
Company for the purpose of prevention of Sexual Harassment of Women at workplace. Every
individual has right to treat his/her colleagues with respect and dignity. This is
enshrined in values and in the code of Ethics & Conduct of the Company.
The Company has in line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013 made various provisions to
safeguard the interest of the female employees (whether permanent, contractual, temporary
and trainees) under this policy. The policy governs the misconduct with respect to
discrimination or sexual harassment.
Further, the Company has complied with the provisions regarding the constitution of
Internal Complaints Committee under the Sexual Harassment of Women as Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as required to be disclosed under Clause
(x) of subrule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA
Notification dated 31.07.2018).
The following is a summary of sexual harassment complaints received and disposed off
during the Financial Year ended March 31, 2025:
• No. of complaints received: NIL
• No. of complaints disposed off : Not Applicable
MATERNITY BENEFIT
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
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 2024-2025 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.
The Company has however, given/received Loans and Advances from related parties, in
accordance with the provisions of Section 188 of the Act, 2013. Details of such
Loans/Advances forms part of this Report and has been attached as "Annexure-....”.
in Form AOC-2.
DIRECTORS' RESPONSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian Accounting
Standards ('Ind AS') under historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair value pursuant to the provisions of the
Act and guidelines issued by SEBI/RBI. Accounting policies have been consistently applied
except where revision to an existing Accounting Standard requires a change in the
accounting policy.
In accordance with the provisions of Section 134(5) of the Act and based on the
information provided by the Management, the Directors state that:
i. In the preparation of the annual accounts for the year ended 31st March 2025, the
applicable Accounting Standards have been followed along with proper explanation relating
to material departures;
ii. They have selected such accounting policies and applied them consistently and made
judgements 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 of the Company for FY2025;
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the Companies
Act, 2013 in respect of Conservation of Energy and Technology Absorption have not been
furnished considering the nature of activities undertaken by the Company during the year
under review. Further during the year under review, the Company has neither earned nor
used any foreign exchange.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016
During the year under review, there were no application made or
proceedings pending in the name of the company under the Insolvency Bankruptcy Code,
2016.
,2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
Company is engaged in the business of non-banking finance company and haven't availed
any such loan; hence, this clause is not applicable.
ACKNOWLEDGEMENT
Your Board is grateful for the unstinted support and trust reposed by our shareholders
and places on record its deep appreciation of the Independent Directors and the
Non-Executive Directors of your Company for their immense contribution by way of strategic
guidance, sharing of knowledge, experience and wisdom, which help your Company take right
decisions in achieving its business goals.
Your Board appreciates the relentless efforts of the employees and staff including the
Management Team headed by the Managing Director, who always leads from the front in
achieving a very commendable business performance year-on-year despite a challenging
business environment.
The Board expresses their gratitude to its all stakeholder's i.e. members, customers,
Government agencies and their departments, Bankers of the Company for their continued
support and faith. The Director places on record their sincere appreciation to all the
employees of the company for their contribution in the growth of the company.
For and on behalf of the Board of Directors |
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F MEC INRENATIONAL FINANCIAL SERVICES LIMITED Sd/- |
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Place : New Delhi |
Apoorve Bansal |
Date : 30.08.2025 |
Chairman Cum Managing Director |
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DIN : 08052540 |
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