f mec international financial services ltd Directors report


Dear Stakeholder(s),

Your Directors have pleasure in presenting the 30th Annual Report of the Company together with the Audited Statement of Accounts and Auditor s Report for the year ending 31st March, 2023.

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 after registration with Reserve Bank of India. 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

The income for the FY 2022-2023 increased by 98.63% to Rs. 104.62 Lakhs as compared to Rs. 52.67 Lakhs in FY 2021-2022.

Profit before Tax for the FY 2022-2023 increased by 142.37% to Rs 33.18 Lakhs as compared to Rs 13.69 Lakhs in FY 2021-2022.

Profit after Tax for the FY 2022-2023 increased by 140.74% to Rs. 24.58 Lakhs as compared to Rs. 10.21 Lakhs in FY 2021-2022.

The Earning per Share (EPS) of the Company for the FY 2022-2023 also witnessed a increase of 140.77% to Rs 0.7926 per share as compared to Rs 0.3292 per share in FY 2021-2022.

FINANCIAL RESULTS

The Management of the Company excellently strategized to minimize the cost alongside the best efforts to increase the revenue of the Company and earned the Company a profit of Rs. 24.58 Lakhs as compared to previous year s profit of Rs. 10.21 Lakhs.

The Financial Results of the Company for the year ended 31st March, 2023 are as follows:- (Amount in Lakhs)

Particulars 2022- 2023 2021- 2022
Gross Income 1,08.91 53.98
Profit before Interest and 35.66 15.87
Depreciation
Less: Finance Charges (.01) (.02)
Gross Profit 35.65 15.85
Less: Provision for Depreciation (2.47) (2.16)
Net Profit Before Tax 33.18 13.69
Less: Current Tax (8.90) (3.57)
Less: Deferred Tax .30 .09
Net Profit After Tax 24.58 10.21
Appropriations:
Transfer to/roll back from
? Reserves for Bad and Doubtful .27 .20
Debts
? Special Reserves and (As per RBI 4.92 2.04
Act, 1934 + applicable for NBFC)
? Reserves and Surplus 19.39 7.96
Proposed Dividend on Equity - -
Shares
Tax on proposed Dividend - -
Earning per Equity Share (EPS) 0.79 0.33
Earning per Equity Share (Diluted) 0.79 0.33

Your Company has prepared the Financial Statements for the Financial Year ended March 31, 2023 under Section 133 of the Companies Act, 2013 and in accordance with Division III of the Schedule III of the Companies Act, 2013.

SHARE CAPITAL

The Authorized Share Capital of the Company as on 31st March 2022 was Rs. 3,50,00,000 (Rupees Three Crore Fifty Lacs Only) comprising of 35,00,000 Equity Shares of Face value of Rs. 10/- each and Paid-up Equity Share Capital of the Company as on March 31st, 2022, was Rs. 3,10,07,000 (Rupees Three Crore Ten Lacs and Seven Thousand Only) comprising of 31,00,700 Equity Shares of Face Value of Rs. 10/- each.

As on 31st March, 2023, the Authorized Share Capital of the Company was increased to Rs. 1,00,000,000 (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, 2023 was Rs. 3,10,07,000 (Rupees Three Crore Ten Lacs and Seven Thousand Only) comprising of 31,00,700 Equity Shares of face value of Rs. 10/- each.

Further Board of Directors at its meeting held on 7th August, 2023 has approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promoter and Non Promoter Shareholders on Preferential Allotment Basis. Hence, w.e.f. 7th August, 2023 the Paid Up Share Capital of the Company has been increased to Rs. 88,91,7680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each.

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.

RESERVES AND SURPLUS

As per Section 45- IC of the Reserve Bank of India Act, 1934 every Non -Banking Financial Company shall create a Reserve Fund and transfer therein a sum not less than 20% of its Net Profit every year before declaring any dividend.

The Company has transferred a sum of 20% to the 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 has transferred a sum of 0.25% on the Standard Assets of the Company under the Reserve named "Provision for Bad and

Doubtful Debts".

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 2022-23. 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 year. 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 26th May, 2022.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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.

MATERIAL CHANGES AND COMMITMENT, IF ANY, 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 THE REPORT

The Board of Directors at its meeting held on 7th August, 2023 had approved has approved the allotment of 57,91,068 Equity Shares of Face value of Rs. 10/- each at a premium of Rs. 2/- each to Promote and Non Promoter Shareholders on Preferential Allotment Basis. Hence, w.e.f. 7th August, 2023 the Paid Up Share Capital of the Company has been increased to Rs. 8,89,17,680 comprising of 88,91,768 Equity Shares of face value of Rs. 10/- each.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavors to further improve its engagement with investors/analysts through participation either in-person meetings or through use of technology i.e. telephone meetings.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directors

Your Company, currently, has following four Directors on the Board, namely:

? Mr. Apoorve Bansal (DIN: 08052540) + Managing Director

? Mr. Awanish Srivastava (DIN: 07810744) - Independent Director of the Company

? Ms. Renuka Chouhan (DIN: 09547785 ) - Non- Executive Woman Director

? Mr. Sachin Jain (DIN: 02932194) + Independent Director- ceased to be the Director of the Company w.e.f.14th November, 2022

? Mr. Rohit Dugar (DIN: 07988480) - Independent Director w.e.f. 14th November, 2022

Ms. Renuka Chouhan (DIN:09547785) who was appointed as Additional Non-Executive Director in the Board of Directors meeting held on 28th March 2022 was regularized by the members in Annual General Meeting held on 17th September 2022. During the year under review Mr. Sachin Jain (DIN: 02932194) resigned on 14th November, 2022 due to personal reasons.

Mr. Rohit Dugar was appointed as Additional Non Executive Independent Director w.e.f 14th November, 2022, and was regularized by the members of the Company in Extra- Ordinary General Meeting held on 24th December, 2022

Pursuant to provisions of Section 152 of the Companies Act, 2013, Ms. Renuka Chouhan (DIN:09547785), Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends his re-appointment.

All the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed in Chapter XI of RBI Master Direction No. DNBR. PD. 008/ 03.10.119/2016-17 dated 1st September, 2016 and that they are not disqualified from being appointed /continuing as Directors in terms of Section 164(2) of the Companies Act, 2013.

B. Key Managerial Personnel of the Company

During the year under review, there were the following changes in the Key Managerial Personnel (KMP) of the Company

? Ms. Ritu Chauhan held the position of Company Secretary-cum-compliance Officer of the Company Ms. Ritu Chauhan w.e.f. 15th July 2022

? Ms. Ritu Chauhan resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 15th December, 2022; and Mr. Arun Kumar Sharma was appointed in her place, with effect from 06th May, 2023.

? Ms. Arun Kumar Sharma resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 25th August, 2023

The following persons continue to be the KMPs as per the provisions of Section 203 of the Companies Act, 2013 read with the applicable Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as on the date of this Report:

? Mr. Apoorve Bansal (DIN: 08052540) Managing Director

? Ms. Mahima Jain (PAN APJPJ2796N) Chief Financial Officer (CFO)

? Ms. Ritu Chauhan (PAN CIJPR9539L) Company Secretary (CS) from 15th July, 2022 to 15th December, 2022 ? Mr. Arun Kumar Sharma (PAN FOVPS8019K) Company Secretary & Compliance Officer w.e.f. 6th May, 2023 to 25th August, 2023

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of Independence, as prescribed under Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Code of Conduct for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013.

BOARD DIVERSITY, THEIR APPOINTMENT AND REMUNERATION

The Company s Board of Directors constitute of Four Directors comprising of One Executive Director and Three Non-Executive Directors, two of which are Independent Directors. Appointment of Independent Directors of the Company shall be governed by the Code 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.

CORPORATE GOVERNANCE

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-I". As 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. Our Corporate Governance report forms the part of Annual Report.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AWAITING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

COMMITTEES OF BOARD, NUMBER OF MEETINGS OF BOARD AND BOARD COMMITTEES

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.

The Board of Directors met Five (5) times during the year on 26.05.2022, 19.07.2022, 14.11.2022, 25.11.2022 and 14.02.2023. The Company has Four Committees out of its Board namely Executive Committee, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee

Independent Directors meeting for the Financial Year was held 14.02.2023. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2022-23 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

? Chairman of the Board

Mr. Apoorve Bansal, Managing Director of the Company, continue to be the Chairman of the Board.

? Re-appointments/Regularizations

Ms. Renuka Chouhan, Director is liable to retire by rotation at this AGM and being eligible, offers herself for re-appointment. Your Board recommends re-appointment of Ms. Renuka Chouhan as a Director of the Company, liable to retire by rotation.

In pursuance of Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a brief profile along with necessary disclosures of, has been annexed to the Notice convening the ensuing AGM and forms an integral part of this Annual Report.

Mr. Rohit Dugar, the present Independent Director of the Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of the Listing Regulations and there in no change in their status of Independence. Your Board places on records its deep appreciation for their continuous guidance, support and contribution to the Management of the Company in its pursuit to achieve greater heights. The Independent Directors met once during the year under review, on 14th February, 2023. The Meetings were conducted in an informal manner without the presence of the Whole-time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

SECRETARIAL STANDARDS

The Directors 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 duly complied by your Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on 31st March, 2023 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 reflects the Performance and Financial Position of the Subsidiary/Associate.

EXTRACT OF ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, which will be filed with the Registrar of Companies/ MCA, shall be hosted on the 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

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed analysis of the Company s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report, as an "Annexure-II".

LOANS, GUARANTEE AND INVESTMENT

The particulars of Loans given, Investments made and Guarantee given by Company under Section 186 of the Companies Act, 2013 is given in Note.6 of Financial Statements. Particulars of Loan,Guarantee and Investment are given in "Annexure-III".

AUDITORS AND AUDITORS REPORT

(i) Statutory Auditors

M/s Sanjay K Singhal & Co., Chartered Accountants, Auditors of the Company were reappointed as Statutory Auditors in the Annual General Meeting held on 23rd December, 2020 for a period of five consecutive years to hold office upto the conclusion of the Annual General Meeting to be held in the year 2025. However, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General meeting as required pursuant to the provisions of Section 139(1) of the Companies Act, 2013 is done away with vide Notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs (MCA), New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors in the ensuing Annual General Meeting of the Company.

The Report given by the Auditors on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report.

The Report is unmodified and does not contain any qualification, reservation, adverse remark or disclaimer

(ii) Secretarial Auditor

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 2023-2024, as required under Section 204 of the Companies Act, 2013 and rules framed there under. The Secretarial Audit Report for the Financial Year 2022-2023 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 Financial Year 2023-2024 after obtaining their consent to act in such capacity.

(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 2023-2024, 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 2023-2024 after obtaining their consent to act in such capacity.

QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDITORS REPORTS AND SECRETARIAL AUDIT REPORT

? Statutory Auditors:

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditor s Report to the Financial Statements

? Secretarial Auditors:

There is no qualification, reservation or adverse remark made by the Secretarial Auditors 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.

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 are not applicable to the Company.

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".

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. 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.

RISK MANAGEMENT

During the year, the Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in overseeing and approving the Company s enterprise wide risk management framework and overseeing 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.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

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. Rohit Dugar 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.

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 sub-rule 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, 2023:

? No. of complaints received : NIL
? No. of complaints disposed off : Not Applicable

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 2022-2023 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.

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.

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).

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby state that: i. In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with 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 such internal 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.

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 F MEC INRENATIONAL FINANCIAL SERVICES LIMITED

Sd/-

Sd/-

Place : New Delhi

Apoorve Bansal

Renuka Chouhan

Date : 05.09.2023

Managing Director

Director

DIN : 08052540

DIN : 09547785