The directors have pleasure in presenting the 22nd Annual Report together with the audited statement of accounts for the year ending 31st March, 2015.

1. BACKGROUND

F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED is a Company Listed on Delhi Stock Exchange and Non Deposit Accepting Non Banking Finance Company ("NBFC"), holding a Certificate of Registration from the Reserve Bank of India ("RBI")

2. FINANCIAL RESULTS

After making usual adjustment and meeting all expenses the profit of the year is Rs. 65628 which is carried forward to the next year along with forward brought Profit of Rs. 3066038.The financial results of the company for the year ended 31st March, 2015 are as follows:- Rs.)

Particulars                              2014 - 2015        2013 - 2014

Gross Income                                 760175            3339175

Profit Before Interest and Depreciation      105758            3297194

Finance Charges                                3088                110

Gross Profit                                 105758            3297194

Provision for Depreciation                        -                  -

Net Profit Before Tax                        105758            3297194

Provision for Tax                             40130             231156

Net Profit After Tax                          65628            3066038

Proposed Dividend on Equity Shares                -                  -

Tax on proposed Dividend                          -                  -

Transfer to General Reserve                    1758            2407983

Surplus carried to Balance Sheet               1758            2407983

The Company engaged in Non Banking Financial Activity. During the period under review total income of the Company was Rs. 760175 as against Rs.3339175 in previous year. The Company was able to earn a Net Profit after tax of Rs. 65628 as against Rs. 3066038. in previous financial year. Your Directors are putting their best efforts to improve the performance of the Company.

4. CHANGE IN THE NATURE OF BUSINESS

There is no Changes in the Nature of Business of the Company during the Financial Year.

5. LISTING INFORMATION

During the year the Securities of the Company were listed at Delhi Stock Exchange. However, Securities and Exchange Board of India (SEBI) vide its order dated 19th November, 2014 derecognized Delhi Stock Exchange and, which had sought voluntary exit from the stock exchange activities.

Also, consequent to voluntary exit of Delhi Stock Exchange from stock exchange business, the management of the Company has filed an application to Bombay Stock Exchange for getting listed its shares through Direct Listing mode and Company has obtained No Objection Certificate from the Delhi Stock Exchange in this regard. The Management of the Company is hopeful to get listed at Bombay Stock Exchange very soon.

6. SHARE CAPITAL

The Authorised Share Capital of the Company as on 31st March 2015 was Rs. 3,50,00,000 ( Rupees Three Core Fifty Lacs ) and Paid-up Equity Share Capital of the Company on March 31st, 2015, was Rs.3,10,07,000( Rupees Three Core Ten Lacs Seven Thousand Only) .There was no change in the Authorised or the Paid-up Capital/Subscribed Capital during FY 2014-15.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review

c. BONUS SHARES

No Bonus Shares were issued during the year under review

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees

e. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issue any Equity shares with Differential Rights.

7. DIVIDEND

Considering the present conditions of business and growth stage of Company, The Board of Directors of the company has decided not to recommend any dividend for the Financial Year 2014-15. The management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company.

8. CORPORATE GOVERNANCE

As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance in Listed entities. The Clause 49 of the listing Agreement is applicable to the Companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The Company is not Covered any of the Criterion mentioned above so it is not mandatory for the Company to Comply the Provisions of the Clause 49 of the Listing Agreement. In the preview of this Circular Company is not required to submit Corporate Governance Report. However Company will take adequate steps as and when necessary in compliance of Clause 49 on its discretion basis and annexed a Corporate Governance Report in Annexure -I

9. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure II

10. NUMBER OF MEETING OF BOARD OF DIRECTORS

The Board of Directors duly met 11 times dated 12.04.2014, 14.05.2014, 30.06.2014, 13.07.2014, 02.09.2014, 15.10.2014, 01.11.2014, 13.11.2014, 15.01.2015, 11.02.2015 & 30.03.2015 during the year in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The time gap between two consecutive meetings of the Board did not exceed one hundred and twenty days. The details of such meetings are given in the Corporate Governance Report annexed to this Report

11. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

i. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed alongwith 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 suchinternal 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.

12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply

13. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review annexed to this Directors' Report, provides a more detailed review of the operating performance. Company. However this is the requirement of Clause 49 and clause 49 is not applicable to the Company w.e.f 01.10.2014.Company has made this disclosure on its discretion as annexed in Annexure-III.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Mr. Ramesh Kumar, and Mr Rohit Agrawal, independent directors of the company have given the requisite declaration in the Board Meeting dated 30.03.2015 that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013.

1 6. AUDIT COMMITTEE AND VIGIL MECHANISM

The company has Constituted Audit Committee of the Board in accordance with the provision of Section 177 of the Companies Act, 2013. The Audit Committee comprises of the following Directors:

Mr. Ramesh Kumar - CHAIRMAN

Mr. Rohit Agrawal - MEMBER

Mr. Bimal Aggarwal - MEMBER

17. VIGIL MECHANISM

The Vigil Mechanism of the Company pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. 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 Chairman of the Audit Committee

18. REMUNERATION OF DIRECTORS

The Company has not given Remuneration to any Director of the Company. So there is no requirement to give Disclosure under Section 197(12) of the Companies Act 2013.

19. LOANS, GUARANTEE AND INVESTMENT

The particulars of Loans given, Investments made and Guarantee given by company under Section 186 of Companies Act, 2013 is annexed as Annexure IV.

20. 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 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

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There were changes in the Board of the company. Mr. Bimal Aggarwal Appointed as Managing Director of the Company and Mr. Sunil Kataria has resigned from the post of the Director during the year. Mr. Manoj Thakur appointed as Chief Financial Officer and Miss Priyanka Joshi appointed as Company Secretary of the Company, in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel. Mr Rohit Aggarwal appointed as an Independent Director of the Company as per Section 149 of the Companies Act 2013 and Mrs. Rachna Aggarwal appointed as Additional Women Director in Compliance of section 149 of the Companies Act 2013.

22. AUDITORS & AUDITORS REPORT

M/s. Rajesh Ranjit & Co. Chartered Accountants, the Auditors of the company who hold office upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company. In view of this the company needs to appoint another statutory auditors and, therefore, the Company has sent a proposal to M/s Sanjay K Singhal & Co For appointing them as Auditors for the Financial Year ending March 31,2016 and holds office upto the Conclusion of the Annual General Meeting held in 2020. Wherein M/s Sanjay K Singhal & Co has confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be as statutory auditors of the Company, which is subject to shareholders' approval.

The Notes on financial statement referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

23. DEPOSITS

The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014.

24. SUBSIDIARY COMPANIES

There is one subsidiary company namely YDS SECURITIES PRIVATE LIMITED. A statement pursuant to Section 129(3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company is annexed as Annexure-V The Company further undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders of F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED. Seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the registered office of the company.

25. 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.

26. RISK MANAGEMENT

During the year, your Directors developed and implemented an appropriate risk management policy which contained the provisions regarding entrusted with the responsibility to assist the Board in Overseeing and approving the Company's enterprise wide risk management framework and overseeing that 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.

27. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies:

a) Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director:

b) Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management Other Employees of the Company

c) Evaluation of performance of the members of the Board, Key Managerial Personnel

28. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated financial statement have been prepared by the company in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements and other applicable accounting standards issued by Institute of chartered Accountant of India. The audited consolidated financial statements together with Auditor Report form part of the Annual Report.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s A.K Verma & Co, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. Pursuant to Section 204(1) of the Companies Act, 2013. the Secretarial Audit Report for the financial year ended March 31,2015 is annexed in MR-3 Annexure VI.

There is one observation marked by Secretarial Auditor in his Secretarial Audit Report and the response of the management for this observation is as under

Observation                     Management's Response

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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, no employees has drawn remuneration in excess of the limits set out in the said rules.

31. INTERNAL AUDIT & CONTROLS

The Company has engaged M/s OSWAL SUNIL & CO , Chartered Accountant as its Internal Auditor. During the year, the Company has implemented their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

32. INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

33. FORMAL ANNUAL EVALUATION OF THE BOARD

A statement indicating the performance of the Board and its committee and its individual directors is annexed as Annexure VII

34. CODE OF CONDUCT AND ETHICS

The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company's website.

35. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

36. ACKNOWLEDGMENT

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.

Place: New Delhi On behalf of the Board of Directors Date : 11.08.2015 F MEC INTERNATIONAL FINANCIAL SERVICES LIMITED

                         BIMALAGGARWAL            RACHNAAGGARWAL
                         Managing Director        Director
                         DIN:03590891             DIN:02604852
                         Add: 3700, Sector 23,    Add: 3700, Sector 23,
                         Gurgaon-122017           Gurgaon-122017