DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the 31st Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2016. OPERATION AND FUTURE OUTLOOK Your Company has earned a net profit of Rs. 3.67 Lacs as on 31st March, 2016 against a profit of Rs. 61.40 Lacs in previous year ended on 31st March 2015. Merchant Banking activities is very low in the year under review in comparison to the previous year. The Company is taking necessary steps to show better results in ensuing year in this activity. Your Directors are putting their best efforts for the growth of the Company. CONSOLIDATED ACCOUNTS The Consolidated Financial Statements of your Company for the financial year 2015-16 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiary and associate Company, as approved by the respective Board of Directors. DIVIDEND Keeping in view to conserve resources of the Company, Director do not recommend any dividend for the financial year 2015 - 16. 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. A separate statement containing the salient features of financial statements of the Subsidiary of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the Subsidiary Company and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Second Saturdays, Sundays and public holidays upto the date of the Annual General Meeting ('AGM') as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Managing Director at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company www.mefcom.in CORPORATE GOVERNANCE REPORT The Company fully complies with the Corporate Governance practices as enunciated in the SEBI (LODR) Regulations, 2015, Corporate Governance Report presented in a separate section forms an integral part of this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's various businesses viz., the decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material developments during the financial year 2015-16. PUBLIC DEPOSIT During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Nisha Ashwani Kumar is liable to retire by rotation at the ensuring General Meeting, but being eligible offers herself for re-appointment. The Board recommends her re-appointment. Ms. Pinky Jha, Company Secretary of the Company has resigned w.e.f 23rd April, 2016. The Board places on record her appreciation for the contribution made by her during her tenure. As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carries out an evaluation of its own performance, the Directors individually as well as evolution of the working of its Audit Committee, Nomination & Remuneration Committees, the manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Remuneration Policy The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report. The Managing Director of your Company does not receive remuneration w.e.f. 1st October, 2015 onwards from your Company and any of the subsidiaries of your Company. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES During the year under review, four (4) Board Meetings, four (4) Audit Committee Meetings, four (4) Stakeholders Relationship Committee Meetings and Two (2) Remuneration Committee Meetings were convened and held. The details of such Meetings are given in the Corporate Governance Report which forms a part of this Report. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of subsection (3) and sub section (5) of Section 134 of the Companies Act, 2013, shall state that (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) 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; (c) 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; (d) the Directors had prepared the annual accounts on a going concern basis; and (e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS Statutory Auditors The Auditors M/s. V. K. Dhingra & Company, Chartered Accountants (FRN- 085842) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment for a period of 2016-17 from the conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting. As regard to the Auditors' observations, the relevant note in the significant Accounting Policies, notes on accounts and order disclosures are self explanatory and it is reproduces as given in notes on accounts point no. 35 (ii) i.e. "Gratuity is accounted for on accrual basis upto 31.03.2013 and no provision for gratuity liability is made from 01.04.2013. During the year no gratuity was paid". Secretarial Auditors Pursuant to the provision of Section 204 of Companies Act, 2013 read with the the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Kundan Agarwal & Associates, Practicing Company Secretaries (Certificate of Practice Number - 8325) has been appointed as Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2016. The detailed report on the same is appended as an Annexure to this Report. MEFCOM Secretarial Auditors have made two observations and the responses of your Directors with respect to the same are as follows: A) "During the period Company had one Director who is disqualified to become Director as per Section 164 (2) of the Companies Act, 2013 and have to vacate office as per provision of Section 167 of the Companies Act, 2013. Though this cessation from the office is w.e.f. 31st July, 2015." The response of your Directors: Your Director would like to apprise you that Mr. Tika Ram Khare has vacated his office w.e.f. 31st July, 2015. B) "The Company had appointed Mr. Anup Kumar Verma as CFO of the Company as on 13th February, 2016 through the provisions of the Section 203 of the Companies Act, 2013 was applicable from 31/03/2016." The response of your Directors: Your Director would like to apprise you that the Company had identified the requirement of appointment of CFO as per the provision of Section 203 of Companies Act, 2013 but the Company was unable to search the right candidate for the post of CFO in the FY 2014-15, therefore, the Company could not appoint CFO within the prescriber time limit. As soon as the Company found the eligible candidate, Mr. Anup Kumar Verma has been appointed as CFO of the Company w.e.f. 13th February, 2016. EXTRACT OF ANNUAL RETURN In compliance to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form MGT-9 is enclosed as Annexure DR-2, which forms part of this Annual Report. 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 the business. There are no materially significant related party transaction made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. LOAN AND INVESTMENTS During the year under review, the Company has not given any Loan, Guarantee and made any Investment, covered under the provisions of Section 186, of the Companies Act, 2013. 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. DECLATATION BY INDEPENDENT DIRECTORS The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149 (7) of the Companies Act, 2013, confirming that they meet the criteria of Independence under Section 149 (6) of the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out as under: Conservation of Energy • The Company is engaged in providing the 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 programs 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. MEFCOM Technology Absorption The management understands the importance of technology in the business segment in which the Company works and lays utmost emphasis on the system development and innovation with the use of new technological advancement. During the year the Company has installed several software 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. RISK MANAGEMENT POLICY The Company has adequate systems and procedures in place for identification and mitigation of all potential risks to the business of the Company. 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 Vijay Mehta Managing Director Tarsem Garg Director Place: New Delhi Date: 30.05.2016 |