Mrs. Abhilasha Agarwal (Whole Time Director) Mr. Mukesh Jain … · Mr. Mukesh Jain (Director) Mr....

FE (INDIA) LIMITED

Board of Directors Mrs. Abhilasha Agarwal (Whole Time Director) Mr. Mukesh Jain (Director) Mr. Abhishek Mishra (Director) Mr. Sumedh Khanna Bhardwaj (Director) Mr. Ravi Kant Joshi (Director) Mr. Mukund Sharan (Director) Chief Executing Officer Mr. Manish Kant (w.e.f July 15, 2015) Email id: [email protected] Chief Financial Officer Mr. Praveen Chowdhary Email id: [email protected] Company Secretary cum Compliance Officer Ms. Deepti Dabral Email id: [email protected] Auditors M/s. L M S C & Company. Chartered Accountants, Email id: [email protected] Bankers Punjab National Bank State Bank of India Central Bank of India Canara bank of India Registered Office: W-19, Greater Kailash, Part-II New Delhi-110048 Contact No.s: 91-11-47329900, 29210133 Fax: 91-11-40537611 Email id: [email protected] , [email protected] Website: www.fegroup.co.in Registrar & Transfer Agents Link Intime (India) Pvt. Ltd. 44, Community Centre, Naraina Industrial Area, Phase - I, New Delhi – 110 028 Email Id: [email protected]

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FE (INDIA) LIMITED

CONTENTS: Notice 3

Directors’ Report 13 Management Discussion & Analysis Report 30 Corporate Governance Report 33 Certificate of Compliance of Corporate Governance 43 Certification by MD/WTD & CFO 44 Certification by CFO 44 Auditors’ Report 45 Balance Sheet 50 Profit & Loss Account 51 Cash Flow Statement 52 Schedules 55 Attendance Slip & Proxy

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FE (INDIA) LIMITED

NOTICE

Notice hereby given that the Twentieth Annual General Meeting of the shareholders of FE (India) Limited will be held at 9.00 A.M. on Wednesday, September 30, 2015 at Hotel Royal Castle Grand, D-616, Chittaranjan Park, New Delhi-110019 to transact the following businesses:

ORDINARY BUSINESS

1. To adopt the Audited Financial Statements of the Company for the 15(Fifteen) months period ended on 31st March 2015 together with the Reports of the Board of Directors and the Auditors Report thereon.

2. To appoint a Director in place of Mr. Ravi Joshi, who is liable to retire by rotation and being eligible, offers himself for reappointment.

3. To re-appoint auditors and to fix their remuneration, M/s LMSC & Co., Chartered Accountants, the present auditors, offers themselves for reappointment. “RESOLVED THAT pursuant to the provisions of Section 139 and Section 142 and other applicable provisions, if any, of the Companies Act, 2013, M/s LMSC & Co.( Firm Reg. No. 021763N), Chartered Accountant, be and is hereby re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of the 20th Annual General Meeting till the conclusion of 21st Annual General Meeting of the Company, at a remuneration to be decided by the Audit Committee of the Board of Directors.

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the following Resolutions as an “Ordinary Resolution”: “RESOLVED THAT pursuant to the approval of Board and in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V (as may be or amended from time to time) and all other applicable provisions if any, of the Companies Act, 2013, (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) consent of the members of the Company be and is hereby accorded to the appointment of Mrs. Abhilasha Agarwal (DIN: 01854288) as Whole Time Director of the company for a period of five years with effect from July 07, 2015 to July 06, 2020, not liable to retire by rotation, on the terms and conditions (including remuneration payable in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) as set out below, with liberty to the Board to determine, alter and vary the terms and conditions of the said appointment and/or remuneration :

(a) Salary:

Basic Salary in the scale of 2,00,000/- per month, as may be determined by the Board of Directors or Nomination and Remuneration Committee or such other authority as may be delegated by the Board of Directors from time to time.

In addition to the above salary, she shall be entitled to the following perquisites and allowances:

(b) Perquisites and Allowances: a. Contribution to Provident Fund and Superannuation funds: Company’s contribution to

Provident Fund and Superannuation funds will be as per the rules of the Company. b. Gratuity: As per the rules of the company c. Leave Travel Concession: for the whole time Director and her family as per the rules of the

Company d. Reimbursement of Medical Expenses: Reimbursement of the actual medical expenses

incurred by the Whole Time Director and his family. e. Car Facility: the Company shall provide and maintain chauffer driven car. f. Telephone: Free telephone facility at residence including mobile phone.

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FE (INDIA) LIMITED

“RESOLVED FURTHER THAT the remuneration payable to Mrs. Abhilasha Agarwal, shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or such other limits as may be prescribed from time to time, even in the absence of or inadequacy of profits in any Financial Year, subject to the provisions of Schedule V of the Act and such other approvals as may be required.” “RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds, matters and things, as in its absolute discretion, it may consider, necessary, expedient or desirable in order to give effect to this resolution.”

5. To consider and if thought fit, to pass with or without modification(s), the following Resolutions as

an “Ordinary Resolution”:

“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 (Act) and the Rules made thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Mukesh Jain (DIN: 00059649), a Non- Executive/Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and who is eligible for appointment, be and is hereby re-appointed as an Non-Executive Independent Director of the Company to hold office for a term of five consecutive years i.e. commencing from March 31, 2015 up to March 30, 2020 subject to the approval of shareholders at the ensuing Annual General Meeting, and whose office shall not be liable to retire by rotation.”

6. To consider and if thought fit, to pass with or without modification(s), the following Resolutions as an “Ordinary Resolution”:

“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 (Act) and the Rules made thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Sumedh Khanna Bhardwaj (DIN: 07009862), who was appointed as additional director under the category of Non Executive Director/Independent Director of the Company by the board of the Directors w.e.f March 31, 2015 subject to the approval of shareholders at the ensuing Annual General Meeting and in respect to whom the Company has received a written declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, being eligible for appointment, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five consecutive years i.e. commencing from March 31, 2015 up to March 30, 2020, and whose office shall not be liable to retire by rotation.”

7. To consider and if thought fit, to pass with or without modification(s), the following Resolutions as

an “Ordinary Resolution”: “RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013 (Act) and the Rules made thereunder, read with Schedule IV to the Act, as amended from time to time, Mr. Abhishek Mishra (DIN: 06623212), who was appointed as additional director under the category of Non Executive Director/Independent Director of the Company by the board of the Directors w.e.f March 31, 2015 subject to the approval of shareholders at the ensuing Annual General Meeting and in respect to whom the Company has received a written declaration that he meets the criteria for independence as provided in Section 149(6) of the Act, being eligible for appointment, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five consecutive years i.e. commencing from March 31, 2015 up to March 30, 2020, and whose office shall not be liable to retire by rotation.”

Place: New Delhi By the Order of the Board Dated: September 01, 2015 For FE (India) Limited Sd/-

Deepti Dabral Company Secretary

M.No. 25110

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FE (INDIA) LIMITED

Note:

1. A MEMBER IS ENTITLED TO ATTEND AND VOTE AT THE MEETING, IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. IN ORDER, TO MAKE THE PROXY EFFECTIVE PROXY FORM MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS OF THE COMMENCEMENT OF THE MEETING. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS A PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

2. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 setting out the material facts concerning relevant items of business to be transacted is annexed hereto

3. Corporate Members are requested to send a duly certified copy of the resolution passed by their

board of directors authorizing their representatives to attend and vote at the Annual General Meeting.

4. Members who hold shares in Dematerialized mode are requested to bring their Client ID and DP

ID numbers for easy identification of attendance at the meeting.

5. Members/proxies for members should bring the duly filled in Attendance Slip along with their copy of Annual Report to the meeting with them. Members/Proxies for members holding shares in dematerialized form should bring their latest statement of account with the concerned Depository Participant, for attending the meeting.

6. Pursuant to the provisions of Section 91 of the Companies Act 2013, the Register of Members and

the Share Transfer Books of the Company will be closed from Wednesday, September 23, 2015 to Wednesday, September 30, 2015, both days.

7. Shareholders holding shares in physical mode are requested to notify any change of address immediately to the Company’s Registrar and Share Transfer Agents, Link Intime (India) Private Limited. Shareholders holding shares in electronic form must report about change in address to their respective Depository Participants and not to the Company.

8. In terms of the provisions of Section 124 of the Companies Act 2013, the amount of dividend not encashed or claimed within seven years from the date of its transfer to the unpaid dividend account, will be transferred to the Investor Education and Protection Fund. Accordingly, the unclaimed dividend in respect of financial year 2010-11 will get transferred to the said fund in November 2018. In terms of Section 124 of the Companies Act 2013, no claim shall lie against the company of the said fund after the said transfer.

9. Members who wish to claim Dividends, which remain unclaimed, are requested to either correspond with the Company or the Company’s Registrar and the Share Transfer Agent for revalidation and encash them before due dates.

10. All documents referred to in the Notice and a Company Explanatory Statement are open for

inspection at the Registered Office of the Company during the business hours on all working days up to the conclusion of Annual General Meeting.

11. Members are requested to make all correspondence in connection with shares held by them by

addressing letters directly to the RTA or the Company at its Registered Office quoting reference of their folio numbers or their Client ID with DP ID number, as the case may be.

12. Members may please note that no gifts shall be distributed at the Meeting.

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13. Members desirous of having any information as regard to the accounts, are requested to write to the Company at least seven days in advance is to enable the management to keep the information ready.

14. In support of Green Initiative of the Ministry of Corporate Affairs, the Company has also decided

to send all future communications including the Annual Report through email to those shareholders, who have registered their email id with their Depository Participant/ Company’s Registrar & Share Transfer Agent. In case a Shareholder wish to a printed copy of such communications he/ she may please send a request to the Company, which will send a printed copy of the communication to the Shareholders.

15. Mr. Bharat Gulati, G. Bharat and Associates, Company Secretary in Practice has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

16. Voting through Electronic Means

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on September 27, 2015 at 10.00 A.M. and ends on September 29 2015 at 5.00. P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of September 23, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com. (iii) Click on Shareholders. (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the

Company. (v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting

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through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant “FE (India) Limited” on which you choose to vote. (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box

will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on

the Voting page. (xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system. (xviii) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required

to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed

to [email protected].

After receiving the login details a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the

accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer

to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected]

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FE (INDIA) LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 4 The Board of Directors in its meeting held on July 7, 2015 had appointed Mrs. Abhilasha Agarwal as a Whole Time Director of the Company for a period of 5 (Five) years with effect from July 7, 2015, to July 6, 2020 subject to the approval of member. The appointment of Mrs. Abhilasha Agarwal as Whole Time Director is subject to the provisions of Sections 196, 197,198, 203 and other applicable provisions if any of the Companies Act, 2013 read with Schedule V of the Act. Approval of the members is required by way of Ordinary Resolution for appointment and payment of remuneration. This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Companies Act, 2013. The terms and conditions of including payment of her remuneration is as follows: Salary: Not exceeding Rs. 2,00,000 per month.

Perquisites: In addition to the above salary, the following perquisites shall also be granted:

(a) Perquisites and Allowances: a. Contribution to Provident Fund and Superannuation funds: Company’s contribution to

Provident Fund and Superannuation funds will be as per the rules of the Company. b. Gratuity: A per the rules of the company c. Leave Travel Concession: for the whole time Director and her family as per the rules of the

Company d. Reimbursement of Medical Expenses: Reimbursement of the actual medical expenses

incurred by the Whole Time Director and his family. e. Car Facility: the Company shall provide and maintain chauffer driven car. f. Telephone: Free telephone facility at residence including mobile phone.

General:

(a) The Whole-Time Director will perform their respective duties as such with regard to all work of the Company and they will manage and attend to such business and carry out the directions as required by the board from time to time in all respects and conform to comply with all such directions and regulations as may from time to time be given and made by the Board.

(b) The Whole-Time Director shall act with the Articles of Association of the Company and shall abide by the provisions contained in Section 166 of the Companies Act, 2013 with regards to the duties of the Directors.

(c) The Whole-Time Director shall adhere to the Company’s code of conduct.

Mrs. Abhilasha Agarwal satisfy all the conditions set out in Part-I of schedule V of the Act as also conditions set out under sub-section (3) of Section 196 of the Companies Act 2013, for being eligible for their appointment. She is not disqualified for being appointed as director in terms of Section 164 of the Companies Act 2013. Brief Resume of Mrs. Abhilasha Agarwal, names of companies in which she is a director and membership/chairmanship amongst directors inter-se as stipulated under clause 49 of the Listing Agreement with the stock exchanges, are provided in the Corporate Governance Report forming part of this Annual Report.

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In the event of loss or inadequacy of profits of the Company, in any financial year during the tenure of Mrs. Abhilasha Agarwal, she shall be entitled to receive the total remuneration not exceeding the limits specified under Section II of Part II of Schedule V of the Companies Act 2013. The terms and conditions of the said appointment may be altered and varied from time to time by the Board, as it may, as its discretion, deem fit as not to exceed the limits specified in Schedule V of the Companies Act, 2013 or any amendments thereafter in that regard. OTHER TERMS AND CONDITIONS:-

1. The Whole Time Director shall not during the continuance of his employment hereunder or at any time thereafter divulge or disclose to any person whatsoever or make any use whatsoever for own purpose or for any purpose other than that of the Company of any information or knowledge obtained by him during his employment as to the business or affairs of the Company or its methods or as to any trade secrets, processes of the Company and the Whole Time Director shall during the continuance of his employment hereunder also use his endeavors to prevent any other person from doing so.

2. The Whole Time Director shall exercise and perform such powers and duties as the Board of

Directors of the Company (hereinafter called “the Board”) shall from time to time determine and subject to any directions and restrictions from time to time given and imposed by the Board and shall have the general control, and to enter into the contracts on behalf of the Company in the ordinary course of the business and to do and perform all other acts and things which in the ordinary course of the business he may consider necessary or proper or in the interest of the Company.

3. The Whole Time Director shall not during the period of his employment and without the previous

consent in writing of the Board engage or interest himself either directly or indirectly in the business or affairs of any other person ,firm, company, body corporate, or concern or in any undertaking or business of a nature similar to or competing with the Company’s business and further shall not in any manner whether directly or indirectly use, apply or utilize his knowledge or experience for or in the interest of any such person, firm, company, body corporate or concern as aforesaid or any such competing undertaking or business as aforesaid.

4. Any property of the Company or relating to the business of the Company, including memoranda, notes, records, reports, plates, sketches, plans, or other documents which may be in the possession or under the control of the Whole Time Director or to which the Whole Time Director has at any time access shall at the time of the termination of his employment be delivered by the Whole Time Director to the Company or as it shall direct and the Whole Time Director shall not be entitled to the copyright in any such document which he hereby acknowledges to be vested in the Company or its assigns and binds himself not to retain copies of any of them.

5. The Company shall be entitled to terminate this agreement in the event of the Whole Time Director

being guilty of misconduct or such inattention to or negligence in the discharge of his duties or in the conduct of the Company’s business or of any other act or omission inconsistent with his duties as the Whole Time Director of any breach of this agreement which in the opinion of the Board renders his retirement from the office of the Whole Time Director desirable.

6. If before the expiration of this Agreement the tenure of office by the Whole-Time Director shall be

determined by reason of a reconstruction or amalgamation, whether by the winding-up of the Company or otherwise, the Whole-Time Director shall have no claim against the Company for damage.

7. The Company shall be at liberty from time to time to appoint person or persons to be Managing

Director/Whole-Time Directors jointly with the Whole-Time Director.

8. The Whole-Time Director hereby agrees that he will not at an time after the termination of this agreement represent himself as being in any way connected with or interested in the business of the Company.

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Item No. 5 Mr. Mukesh Jain, was the existing Independent Director of the Company under clause 49 of the Listing Agreement. Upon the implementation of the Companies Act, 2013 the Board of Directors, at its meeting held on 31st March 2015, has formally appointed him as the Non-Executive/ Independent Director with effect from March 31, 2015 to March 30, 2020 for the tenure of 5 years subject to the approval of the shareholders. The Board formed an opinion that he is the person of integrity and possess relevant expertise and experience for being appointed as Independent Director of the Company. He fulfils the conditions specified in the Act and the Rules made there under. Also, at the said meeting, he gives declaration under Section 149(7) of the Companies Act, 2013, stating that he meets the criteria of Independence within the meaning of Section 149(6) of the Act. In view of the above, approval of the members is sought, through Ordinary Resolution, tof formally appoint him as Independent Director as per Section 149(1) of the Act for the period of five years with effect from March 31, 2015 to March 30, 2020. Item No. 6 & 7 Mr. Sumedh Khanna Bhardwaj and Mr. Abhishek Mishra, was appointed Independent Director under the Provisions of the Companies Act, 2013 and under clause 49 of the Listing Agreement. Upon the implementation of the Companies Act, 2013 the Board of Directors, at its meeting held on 31st March 2015, had appointed Mr. Sumedh Khanna Bhardwaj and Mr. Abhishek Mishra as the Non-Executive/ Independent Directors of the Company with effect from March 31, 2015 to March 30, 2020 for the tenure of 5 years subject to the approval of the shareholders. The Board formed an opinion that they are the persons of integrity and possess relevant expertise and experience for being appointed as Independent Directors of the Company. They fulfill the conditions specified in the Act and the Rules made there under. Also, at the said meeting, they gives declaration under Section 149(7) of the Companies Act, 2013, stating that they meets the criteria of Independence within the meaning of Section 149(6) of the Act. In view of the above, approval of the members is sought, through Ordinary Resolution, to formally appoint them as Independent Director as per Section 149(1) of the Act for the period of five years with effect from March 31, 2015 to March 30, 2020. Brief particulars of Mr. Abhilasha Agarwal, Ravi Joshi, Mukesh Jain, Sumedh Khanna Bhardway and Mr. Abhishek Mishra are forming part of this notice and also incorporated in the Report of Corporate Governance. The Company and Independent Directors shall abide by the provisions specified in Schdule IV of the Act, and shall be governed and guided by the guidelines of professional conduct, role and functions, duties, manner of appointment, re-appointment, resignation, removal, separate meetings and evaluation mechanism as provided therein.

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Additional Information required to be furnished under the Listing Agreement: As required pursuant to the Clause 49 of the Listing Agreement, the Particulars of Directors who are proposed to appointed/ re-appointed are given below: S.No. Details as at 31.03.2015 1. Name of the Director Ravi Joshi Date of Birth/Age 25/09/1975/40 years

Date of Appointment 01/09/2009 Qualification B.Com, MBA

Experience 17 years of experience Export, Import,

documentations and Finance Sector. Directorship in other Companies NIL Number of shares held in the Company NIL Relationship with Directors None Chairman/Member of the Committee of the

Board of Directors Forms Part of the Corporate Governance Report

2. Name of the Director Abhilasha Agarwal Date of Birth/Age 28/04/1974 Date of Appointment 29/09/2007 Qualification B.Com Experience 16 years of experience in trading in commodities,

actively engaged in the proper ground work and research for trading business

Directorship in other Companies NIL Number of shares held in the Company 1644348 Relationship with Directors None Chairman/Member of the Committee of the

Board of Directors NIL

3. Name of the Director Mukesh Jain Date of Birth/Age 18/05/1969 Date of Appointment 29/09/2006 Qualification B.Com Experience 21 years of vast experience in trading in

commodities varying rice, soya, edible oil in local as well as international markets.

Directorship in other Companies 5- Muren Impex Pvt. Ltd. Navkar Enterprises Pvt. Ltd. Mukesh Merchants Pvt. Ltd. Choubara Traders Pvt. Ltd. E-Commodities Limited.

Number of shares held in the Company 49600 (less than 2% of the total share capital of the company)

Relationship with Directors None Chairman/Member of the Committee of the


4. Name of the Director Sumedh Khanna Bhardwaj Date of Birth/Age 17/04/1970 Date of Appointment 31/03/2015 Qualification B.A. Economics,Advance Diploma in Software

Exports Technology Experience 20 years of chequered experience in vast areas

ranging from commercial, non-commercial, technological and techno-commercial.

Directorship in other Companies NIL Number of shares held in the Company NIL Relationship with Directors None

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Chairman/Member of the Committee of the Board of Directors

Forms Part of the Corporate Governance Report

5. Name of the Director Abhishek Mishra Date of Birth/Age 30/06/1981 Date of Appointment 31/03/2015 Qualification B.Com,MBA Experience 12 years of vast experience Directorship in other Companies 2- Investmax Solutions Pvt. Ltd.

Investmax Realty Pvt. Ltd. Number of shares held in the Company NIL Relationship with Directors None Chairman/Member of the Committee of the


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FE (INDIA) LIMITED

DIRECTORS’ REPORT Dear Members, Your Directors have pleasure in presenting their Twentieth Annual Report together with the Audited Statement of Accounts for the year ended as at March 31, 2015. FINANCIAL RESULTS

in ‘000

Financial Year 2014-15 (15 months)

Financial Year 2012-13 (15 months)

Total Income 1,11,17,203 1,08,03,774 Profit before Depreciation & Tax 1,00,848 1,00,993

Less: Depreciation 7,854 7,802 Profit before Tax 92,994 93,191 Less: Provision for Tax 29,665 31,304 Profit available for appropriation 63,328 61,887 Appropriation - - Profit(Loss) carried forward 63,328 61,887

FINANCIAL PERFORMANCE During the year under review, your Company has achieved a turnover of Rs. 1117.20 Crores (15 months) on a standalone basis as against Rs. 1077.80 Crores in the previous year(15 months), a 3.65% increase over the previous year. The net profit after tax stood at Rs. 6.33 Crores as against Rs. 6.19 Crores in the previous year. We can see clearly that the Company performed significantly better in the financial year 2014-15. CHANGE IN FINANCIAL YEAR To align the financial year of the company with the provisions of the Companies Act 2013, the current Financial Year of the Company was extended by 3 months. Accordingly, the audited financial statements for the current financial year have been prepared for a period of fifteen months beginning January 1, 2014 and ending on March 31, 2015. DIVIDEND The Board has decided not to recommend payment of dividend. Though the Board had recommended the payment of dividend in its earlier board meeting held on June 6, 2015, after considering and approving the Audited Financial Statements for the year ended March 31,2015. But in supersession of the earlier recommendation and keeping in view its financial position at present the Board has taken aback its recommendation. The company is going through severe financial constraints at the moment and it had incurred unexpected losses in the last quarter ended June 30, 2015. So, the Board of Directors have decided to retain the profits for the future and have considered it financially prudent in long-term interests of the Company to reinvest the profits as at the end of the financial year into the business of the Company and to utilize the reserves base for the future projects in hand and grow the business of the Company. In the view of the above no dividend therefore been recommended for the Financial Year ended March 31, 2015. The Directors submit that it would enhance the shareholders value in long term. FIXED DEPOSITS During the year under review, your Company has not accepted/renewed any deposits from the public in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and Rules amended thereafter.

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PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH RELATED PARTIES Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed Form AOC -2, is appended as Annexure I to the Board’s Report. With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material’ according to the policy of the Company on Materiality of Related Party Transactions. LOANS, GUARANTEES AND INVESTMENTS Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Accounts. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as AnnexureII CORPORATE SOCIAL RESPONSIBILTY Today, Corporate Social Responsibility has become a worldwide concept whereby organizations consider the interests of society by taking responsibility for the impact of their activities on customers, employees, shareholders, communities and the environment in all aspects of their operations. As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) Committee has been formed by the Company. Your Company undertakes its Corporate Social Responsibility (CSR) activities through a variety of effective programs. The main areas of CSR activities are women safety and empowerment. Even though the Company has implemented the CSR but due to operational constraints the management could not insure its due compliance an execution, hence worth the management has decided to tighten its belt to ensure timely execution of CSR in the next financial year. MANAGEMENT DISCUSSION AND ANALYSIS A separate report on the Management Discussion & Analysis of the financial position and the results of the operation of the Company for the year under review is annexed to this Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges. DIRECTORS AND KEY MANAGERIAL PERSONNEL The Board of Directors at its Meeting held on March 31, 2015, had appointed Mr. Abhishek Mishra, Mr. Sumedh Khanna Bharadwaj, as an Additional Director (Non Executive & Independent) Mr. Mukesh Jain and Mr. Vishal Bakshi as Independent Directors of the Company for a term of five years w.e.f. March 31, 2015 to March 30, 2020 subject to the members of the Company. The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement. The Board of Directors at its Meeting held on July 7, 2015, had appointed Mrs. Abhilasha Agarwal as Whole Time Director for a period of 5 years with effect from July 7, 2015 to July 6, 2020 subject to the approval of members of the Company. In the same Board Meeting held on July 7, 2015 the Board of Directors also accepted the resignation tendered by Mr. Trinadh Kiran Vemuri from the Post of Whole Time Director and Mr. Vishal Bakshi from the post of Independent Director due to their personal and unavoidable circumstances.

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Mr Ravi Joshi retires at the AGM and has offered himself for re-appointment. Necessary resolutions for the appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and details of the proposal for appointment are mentioned in the Explanatory Statement to the Notice. The Board of Directors at its Meeting held on July 15, 2015, had appointed Mr. Manish Kant Agarwal as Chief Executive Officer and Key Managerial Personnel (“KMP”) of the Company and had re-appointed Mr. Praveen Kumar Chowdhary as Chief Financial Officer and Key Managerial Personnel of the Company. Mrs. Abhilasha Agarwal, Whole Time Director; Mr. Manish Kant Agarwal, Chief Executing Officer(w.e f July 15, 2015), Mr. Praveen Kumar Chowdhary, Chief Financial Officer and Mrs. Deepti Dabral, Company Secretary are the KMPs of the Company as per the provisions of the Act.

CORPORATE GOVERNANCE Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosures and independent supervision to increase various stakeholders’ value. Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. Our Company fully confirm to standards set out by SEBI and other regulatory authorities and has implemented and complied with all of its major stipulations. Our Directors are committed to conduct the business of the Company with the highest level of integrity and transparency. As per Clause 49 of Listing Agreement, a report on corporate governance along with Compliance Certificate from the Chartered Accountants forms part of the Annual Report. DIRECTOR’S RESPONSIBILITY STATEMENT Pursuant to Section 134 of the Act, the Board of Directors of your Company state: (i) that in the presentation of the annual accounts, the applicable accounting standards have been

followed. (ii) that the Directors have selected such accounting policies and applied them consistently and made

judgments that are 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 March 31, 2015and of the profit and loss of the Company for the year ended march 31, 2015.

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) that the Directors have prepared the annual accounts on a going concern basis. (v) that the proper internal financial controls were followed by the Company and such internal controls

are adequate and were operating effectively (vi) that proper systems are devised to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and were operating effectively. AUDITORS M/s L M S C, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board of Directors has recommended their re-appointment as auditors.

The Auditors of the Company have made following remarks/observation in their report:

1. As per “Point 2(c) of the Annexure”- “On the basis of our examination of the records, we are of the opinion that the Company should maintain site-wise real time record of stocks for better control. At present company is maintaining inventory records at head office in accounting software which are not real time and some desirable information like goods in-out time, vehicle details etc. are also not available in these records. In our opinion, company need to improve record keeping with respect to the inventories”

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2. As per “Point 9(a) of the Annexure” –“According to the records of the company, we have noticed delays in payment of undisputed statutory dues including Employees’ State Insurance, Income-tax, Sales-tax/VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues as applicable. Following is detail of such dues outstanding for more 6 months or more on close of books of the company for the year:”

Nature of Statute

Nature of Dues Amount Period to which the amount relates

Due Date Date of Payment

Finance Act, 1994

Service Tax 0.61 Lacs FY 2013-14 Various dates upto 31.03.2014

Not paid till date of Audit Report

Finance Act, 1994

Service Tax 0.67 Lacs FY 2014-15 Various dates upto 05.10.2015

Not paid till date of Audit Report

Income Tax Act,1961

Income Tax in relation to AY 2014-15

228.38 Lacs FY 2013-14 30-Sep-14 Not paid till date of Audit Report

The Companies views: The Company has taken the facility of go-downs all over India and all the information regarding the stocks is received from go-downs. So, afterwards the computerized records of the same are maintained at the head office as per the information so received. However, for better management and control the Company has started maintaining the detailed records of the stock at the head office. For the delay in payment of statutory dues: Even though the company has made adequate turnover but the realization from its debtors has been delayed. Hence there has been a delay in payment of due taxes. INTERNAL AUDITORS Pursuant to the provisions of Section 138 of the Act, the Board of Directors has appointed M/s K.C. Singhal & Associates, Chartered Accountants as the Internal Auditors for conducting Internal Audit of the Company for the financial year 2014-2015. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Act, the Board of Directors has appointed Mr Umesh Agarwal, M/s Agarwal U. & Associates, practicing Company Secretary for conducting secretarial audit of the Company for the financial year 2014-2015. The Secretarial Audit Report is annexed herewith as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. CONSERVATION OF ENERGY, TECHNOLOGY, & FOREIGN EXCHANGE Since the Company is not involved in any manufacturing activity, the particulars regarding conservation of energy and technology absorption are not provided.

Particulars of Foreign Currency earning and outgo, during the year, are annexed as Annexure IV PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If

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any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard. ACKNOWLEDGEMENT Your Directors take on record their sincere appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Your Directors wish to place on record their deep appreciation and gratitude for the cooperation and assistance extended to your Company by banks, government agencies, investors and business associates. Your Directors are thankful to the members and investors for their whole hearted support and for providing continuous strength to the Company and its management. Date: September 01, 2015 By Order of the Board Place: New Delhi For FE (India) Limited Sd/- Sd/- Mukesh Jain Mukund Sharan

(Director) (Director) DIN: 00059649 DIN: 00004881

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FE (INDIA) LIMITED

Annexure I

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section

(1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis. SL. No. Particulars Details

Name (s) of the related party & nature of relationship NIL Nature of contracts/arrangements/transaction NIL Duration of the contracts/arrangements/transaction NIL Salient terms of the contracts or arrangements or transaction including the

value, if any NIL

Justification for entering into such contracts or arrangements or transactions’

NIL

Date of approval by the Board NIL Amount paid as advances, if any NIL Date on which the special resolution was passed in General meeting as

required under first proviso to section 188 NIL

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No.

Particulars Details Date of Transaction

1. Name (s) of the related party & nature of relationship

Muren Impex Pvt. Ltd. / One of the Director is Director in this Company

Nature of contracts/arrangements/transaction

Sale/Purchase/ Advances

Duration of the contracts/arrangements/transaction

January 2014 to March 2015

Salient terms of the contracts or arrangements or transaction including the value, if any

1. Purchase of 27.88 MT of Basmati Rice Worth Rs.9,78,588/- 2. Purchase of 29.37 MT of Basmati Rice Worth Rs.10,30,887/- 3. Sale of 523.75 MT of Yellow Peas worth Rs. 1,47,17,375/- 4. Sale of 298.02 MT of Yellow Peas worth Rs. 81,95,550/- 5. Sale of 1360 MT Yellow Peas worth Rs. 3,67,20,000/-

01.01.2014 01.01.2014 02.01.2014 30.08.2014 07.03.2015

Date of approval by the Board 14.11.2014, 31.03.2015

Amount of advances given and Recovered, if any

Rs 42,16,000


Whitewood Traiding Pvt. Ltd./ Controlled by Promoters Relative


Rents Payments/ Agreement




1. Monthly Rent of Rs 17500-

01.04.2014 to 31.03.2015

Date of approval by the Board 01.03.2014 Amount of advances given and Recovered, if any

NIL


E Commodities Limited/Mr. Mukesh Jain, Director is a Director


Sale



Salient terms of the contracts or 1. Sale of 195.50 MT Wheat worth Rs. 29,32,500/- 2. Sale of 28.19 MT Basmati Rice worth Rs. 18,88,730/-

15.01.2014

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FE (INDIA) LIMITED

arrangements or transaction including the value, if any

3. Payment of Rs. 750000

18.10.2014 750000


NIL


Mrs. Rashmi Jain/ Relative of Promoter


Rents Payments/ Agreement




1. Monthly Rent of Rs 1,50,000- 01.04.2014 to 31.03.2015


NIL

Form shall be signed by the people who have signed the Board’s Report. Annexure II

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2014

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L74899DL1994PLC061447

ii Registration Date 13/09/1994

iii Name of the Company FE (INDIA) LTD.

iv Category/Sub-category of the Company COMPANY LIMITED BY SHARES

v Address of the Registered office & contact details

W-19, GREATER KAILASH, PART-II, NEW DELHI-110048

vi Whether listed company YES

vii Name , Address & contact details of the Registrar & Transfer Agent, if any.

LINK IN TIME (INDIA) PVT. LTD. 44, COMMUNITY CENTER, PHASE-I, NEAR PVR, NARAINA INDUSTRIAL

AREA, NEW DELHI-110028 CONTACT: PH: 011-41410592, FAX: 011-

41410591

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II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated

SL No

Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

1 Rice 6000 51%

2 yellow peas 6000 9%

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl No

Name & Address of the Company

CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

1 Andaz Mercantile Private Limited U51109WB2007PTC119170 Associate 20.81 2(6)

2 Kiran Tradewings Private Limited U51909WB2011PTC168728 Associate 23.30 2(6)

IV (i)

SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of

Shareholders No. of Shares held at the beginning of the

year No. of Shares held at the end of the year % change during the

year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

In Shares

In Percentage

A. Promoters

(1) Indian

a) Individual/HUF 1644348 1644348 20.06 1644348 1644348 10.22 0 -

b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0 -

c) Bodies Corporates 2750000 2750000 33.54 7097826 7097826 44.13 4347826 1.58

d) Bank/FI 0 0 0 0 0 0 0 0 0 -

e) Any other 0 0 0 0 0 0 0 0 0 -

SUB TOTAL:(A) (1) 4394348 0 4394348 53.6 8742174 0 8742174 54.35 4347826 0.99

(2) Foreign

a) NRI- Individuals 0 0 0 0 0 0 0 0 0 -

b) Other Individuals 0 0 0 0 0 0 0 0 0 -

c) Bodies Corp. 0 0 0 0 0 0 0 0 0 -

d) Banks/FI 0 0 0 0 0 0 0 0 0 -

e) Any other… 0 0 0 0 0 0 0 0 0 -

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0 -

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Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 4394348 0 4394348 53.6 8742174 0 8742174 54.35 4347826 0.99

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0 -

b) Banks/FI 0 0 0 0 0 0 0 0 0 -

C) Cenntral govt 0 0 0 0 0 0 0 0 0 -

d) State Govt. 0 0 0 0 0 0 0 0 0 - e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 - f) Insurance Companies 0 0 0 0 0 0 0 0 0 -

g) FIIS 0 0 0 0 0 0 0 0 0 -

h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0 -

i) Others (specify) 0 0 0 0 0 0 0 0 0 -

SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0 -

(2) Non Institutions

a) Bodies corporates 1077756 14500 1092256 13.32 952936 14500 967436 6.02 -124820 (0.11)

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 669940 75678 745618 9.06 653863 75578 729441 4.54 -16177 (0.02) ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 1739630 0 1739630 21.3 5063768 0 5063768 31.5 3324138 1.91

c) Others (specify)

c-i) Directors and their relative 74420 0 74420 0.91 74420 0 74420 0.46 0 0

c-ii) NRIs/OCBs 8111 1400 9511 0.12 7997 1400 9397 0.06 -114 (0.01)

c-iii) Clearing Member 22207 0 22207 0.27 325 0 325 0 -21882 (0.99)

c-iv) Hindu Undivided Family 120080 0 120080 1.46 493480 0 493480 3.07 373400 3.11

SUB TOTAL (B)(2): 3712144 91578 3803722 46.4 7246789 91478 7338267 45.65 3534545 0.93

Total Public Shareholding (B)= (B)(1)+(B)(2) 3712144 91578 3803722 46.4 7246789 91478 7338267 45.65 3534545 0.93

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0 0 Grand Total (A+B+C) 8106492 91578 8198070 100

15988963 91478 16080441 100 7882371 0.96

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(ii) SHAREHOLDING OF PROMOTERS

Sl No.

Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

Changes in Number of Shares

% change in share holding during the year

No. of shares

% of total shares of the company

% of shares pledged encumbered to total shares

No. of shares

% of total shares of the company

% of shares pledged encumbered to total shares

1 Abhilasha Agarwal 1644348 20.06 19.52 1644348 10.22 9.95 0 0

2

Andaz Mercantile Pvt. Ltd. 2750000 33.54 10.48 3350000 20.81 5.34 600000 21.81

3

Kiran Tradewings Pvt. Ltd. 0 0 0 3747826 23.3 0 3747826 100

Total 4394348 53.6 30 8742174 54.33 15.29 437826 98.94

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No.

Share holding at the beginning of the Year

Cumulative Share holding during the year

No. of Shares % of total shares of the company

No of shares % of total shares of the company

At the beginning of the year 4394348 53.6 4394348 53.6 Date wise increase/decrease in Promoters

Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

21.01.2015-Increase by 4347826 by way of conversion of Warrants into Equity Shares

At the end of the year 8742174 54.33 8742174 54.33

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sl. No.

For Each of the Top 10

Shareholders

Shareholding at the beginning of the year

Date Reason Increase/Decrease in Shareholding

Shareholding at the end of the year

Cumulative Shareholding

during the year

No.of shares

% of total shares of

the company

No. of Shares


the company

No.of shares


the company

No of shares

% of total

shares of the compa

ny

1 Seshadri Bharathan 750000 4.66% - - - - 750000 4.66% 750000 4.66%

2 Rajinish Varshney 0 21.01.2015

Conversion of Warrants into Equity 150000 0.93% 150000 0.93% 150000 0.93%

3 Parash Jain 56107 0.35% 19.12.2014 Purchase of Shares 56000 0.35% 112107 0.70%

20.02.2015 Purchase of Shares 24050 0.15% 136157 0.85% 136157 0.85%

4

Ajaramar Trading and Investments Pvt. Ltd. 91854 0.57% 17.01.2014

Purchase of Shares 129050 0.80% 220904 1.37%

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FE (INDIA) LIMITED

24.01.2014 Purchase of Shares 43000 0.27% 263904 1.64%



31.10.2014 Sale of Shares 361904 2.25% 11588 0.07%

20.03.2015 Purchase of Shares 110175 0.69% 121763 0.76% 121763 0.76%

5 Avdhesh Kumar Singh 5006 04.04.2014

Purchase of Shares 104699 0.65% 109705 0.68% 109705 0.68%

6 Gaurav Chandra 100000 21.01.2015


7 Vipul Chandra 100000 21.01.2015


8 Syam Sankar Narayanan 100000 21.01.2015


9 Divya Jain 100000 21.01.2015


10 Praveen Khandelwal 100000 21.01.2015


(v) Shareholding of Directors & KMP

Sl. No Shareholding at the end of the year Cumulative Shareholding during the year

For Each of the Directors & KMP No.of shares % of total shares of the company

No of shares % of total shares of the company

At the beginning of the year 72100 0.88 72100 0.88

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

No Change During the year

At the end of the year 72100 0.88 72100 0.88

V INDEBTEDNESS

Secured Loans Excluding deposits Unsecured Loans Deposits Total Indebtedness

Working Capital Limit

Vehicle Loans

Indebtness at the beginning of the financial year

i) Principal Amount

791,782,334.19 5,948,049.40 169,337,500.00 0 967,067,883.60

ii) Interest due but not paid

0 0 0 0 0

iii) Interest accrued but not due

0 0 0 0 0

Total (i+ii+iii) 791,782,334.19 5,948,049.40 169,337,500.00 0 967,067,883.60

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FE (INDIA) LIMITED

Change in Indebtedness during the financial year

Additions

0 11,810,000.00 308,000,000.00 0 319,810,000.00

Reduction 0 9,108,412.50 226,214,500.00 0 235,322,912.50 Net Change 0 2,701,587.50 81,785,500.00 0 84,487,087.50 Indebtedness at the end of the financial year

i) Principal Amount

1,199,177,017.01 8,649,636.90 251,123,000.00 0 1,458,949,653.91

ii) Interest due but not paid

0 0 0 0 0

iii) Interest accrued but not due

0 0 0 0 0

Total (i+ii+iii) 1,199,177,017.01 8,649,636.90 251,123,000.00 0 1,458,949,653.91

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole Time Director and/or, Manager

S.No. Particular of Remuneration Name of the MD/WTD/Manager

Total Amount

Abhilasha Agarwal 1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. (b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 (c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

3,000,000.00 - - -

3,000,000.00 - - -

2. Stock option - - 3. Sweat Equity - - 4. Commission

as % of profit others (specify)

- -

5. Others, please specify - - 6. Total (A) 3,000,000.00

3,000,000.00

Ceiling as per the Act 8,932,420.47 B. Remuneration to other Directors

S.No. Particular of Remuneration Name of the MD/WTD/Manager

Total Amount

1. Independent Directors (a) Fee for attending board committee meetings (b) Commission (c ) Others, please specify

- - -

- - -

2. Total (1) - - 3. Other Non Executive Directors

(a) Fee for attending Board committee meetings (b) Commission (c ) Others, please specify.

- - -

- - -

4. Total (2) - - 5. Total (B)=(1+2) - - 6. Total Managerial Remuneration - -

Overall Ceiling as per the Act. - -

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FE (INDIA) LIMITED

C. Remuneration to Key Managerial Personnel S.No. Particular of Remuneration Name of the Key Managerial Personnel Total Amount Praveen Chowdhary

(CFO) Deepti Dabral (Company Secretary)

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. (b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 (c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 (a)

1,050,000.00 - - -

424,013.00 - - -

1,474,013.00 - - -

2. Stock option - - - 3. Sweat Equity - - -

4. Commission as % of profit others (specify)

- - -

5. Others, please specify - - - 6. Total 1,050,000.00 424,013.00 1,474,013.00

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act

Brief Description

Details of Penalty/Punishment/Compounding fees imposed

Authority (RD/NCLT/Court)

Appeal made if any (give details)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT




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FE (INDIA) LIMITED

Annexure-III-

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and ruleNo.9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014]

31.08.2015

To, The Members, FE (India) Limited. Regd. Office: W-19, Greater Kailash-II, New Delhi - 110048 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s FE (India) Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009; (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase

Scheme) Guidelines, 1999; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an 12 Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (vi) OTHER LAW OR ACTS SPECIFICALLY APPLICABLE TO THE COMPANY;

a) Payment Of Wages Act, 1936, and rules made thereunder; b) The Minimum Wages Act, 1948, and rules made thereunder; c) Employees’ State Insurance Act, 1948, and rules made thereunder; d) The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder; e) The Payment of Bonus Act, 1965, and rules made thereunder; f) Payment of Gratuity Act, 1972, and rules made thereunder;

Note: We have not examined the books, papers and other relevant documents related to the financial laws like tax laws and Customs Act etc., we rely on the Reports given by Statutory Auditors or other designated professionals and their qualification, reservation or any adverse remark given in their Audit report, shall be admittable. We have also examined compliance with the applicable clauses of the following:

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(i) Secretarial Standards issued by The Institute of Company Secretaries of India; (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above subject to the following observations: The Company has duly constituted a Corporate Social Responsibility Committee of the Board within the due time as prescribed under Companies Act, 2013 but due to some unavoidable reasons the Company did not spending the amount, in full, earmarked for Corporate Social Responsibility Activities according to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Therefore, the Board shall disclose the reasons for not spending the amount on Corporate Social Responsibility, in its report made under clause (o) of sub-section (3) of section 134 of the Companies Act, 2013.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the company has made private placement and preferential issue of shares by conversion of share warrants, in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above). Place : New Delhi For Aggarwal U. & Associates Date : 31.08.2015

Sd/- (Umesh Aggarwal)

Proprietor C P No.: 12716

M. No. 34035

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To, 31.08.2015 The Members, FE (India) Limited. Regd. Office: W-19, Greater Kailash-II, New Delhi - 110048 Our report of even date is to be read along with this letter. 1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to

express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we follow provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the company nor the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place : New Delhi For Aggarwal U. & Associates Date : 31.08.2015

Sd/- (Umesh Aggarwal)

Proprietor C P No.: 12716

M. No. 34035

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FE (INDIA) LIMITED

Annexure-IV Earning and Expenditure in Foreign Currency

( ) Particulars For the period ended

March 31,2015 For the period ended December 31,2013

Earnings Export (on FOB basis)(Dollar Trade) Export (on FOB basis)(Re Trade) Commission

158,348,137.50 - 5,559,300.00

36,55,68,158.18 1,24,14,44,000.00 -

163,907,437.50 1,60,70,30,158.18 Expenditures Import (on CIF Basis) Foreing Traveling Brokerage & Commission Overseas Freight

236,359,509.35 - 18,629,975.00

10,29,74,270.00 48,28,191.18 1,34,99,982.89 10,52,65,609.00

Total 254,989,484.35 22,65,68,053.07

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s view on the Company’s performance and outlook are discussed below. INDUSTRY STRUCTURE AND DEVELOPMENTS Agricultural production needs to significantly increase to meet the demands of the growing world population. Some estimates put this target as doubling the quantity of food production by 2050. With a limitation of bringing more land under agriculture, most of the additional production will need to come from higher crop yields. Growth rates of productivity in agriculture sector are far below global standards; productivity levels of rice and wheat have declined after the green revolution of the 1980s. Another issue is soil degradation due to declining fertilizer-use efficiency. Also, the food subsidy has increased substantially in the past few years. With 60 per cent of the total food grains and oilseeds produced being grown in the kharif season, and with just about 35 per cent of arable area being irrigated, Indian agriculture is still dependent on rainfall, which has been deficit on account of erratic rainfall with subnormal/deficit rainfall and 70 per cent occurrence of EL Nino. The government has put in place contingency measures in about 500 districts. Currently, India is in an anomalous situation of being largely self-sufficient with large stocks of food grains on the one hand and registering high food inflation. In other sectors the landscape has vastly changed. Macro-economic stability has returned, reforms are being undertaken, the external environment has moved in India's favour, and above all, a new Government has come into power with a relatively unencumbered political mandate for decisive economic change, a mandate that markets have enthusiastically embraced. The Indian stock market has increased in value by 33 percent since March (in dollar terms), amongst the highest in the EMs, benefitting from surging foreign capital inflows. India now represents one of the sparks in the world economy and the only major country not to suffer a growth downgrade by the IMF. From Fragile Five to Near-Solitary Spark of the global economy is the Indian narrative of the last year. Your Company is a global player in the Agro trade. It provides full logistic support from procurement, quality control to guaranteed timely deliveries of agro products from different parts of India through a wide network of regional and port offices in India and its contacts abroad. Your Company continued to strengthen its business and has sustained its position in the global market and posted encouraging performance for the year under review. OPPORTUNITIES AND THREATS India’s population, the second largest in the world is estimated to increase over time. Given the Government’s initiative on food security, per-capita consumption of food grains and therefore the demand for them will only increase. Demand is also expected to increase in view of increased budgetary allocation from government. Although the availability and price of agricultural commodities may, in any given year, be affected by unpredictable factors such as weather, changes in governmental policies and law, still the Company is hoping growth in the coming years. Company’s prime motive is to spread its roots in the international markets being the supplier of quality product. Due to their commodity nature, markets for our products are highly competitive and subject to the substitution. Competition is mainly based on price, quality product and service offerings and geographic location.

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OUTLOOK The immediate outlook continues to be challenging as there is no visible change in business sentiment. Order intakes by the company are relatively moderate to low. As significant part of company’s earning is dependent upon exports, the factors of global demand and supply and the economic scenario lay a significant role to the company’s trade. In order to mitigate the vagaries of International Trade the Company has also started foraging into the domestic market also as a measure of prudence. Margins are expected to remain under pressure as we continues to focus on products that are of long term relevance for us even if this is at the cost of profitability in the shorter run. Going forward we firmly believe that we are well placed to capitalized on any opportunities that may arise. RISKS AND CONCERNS On domestic and international marketing, the plethora of government interventions that were used to build a marketing set up have actually served as barriers to trade. Removing market distortions will create greater competition in markets, promote efficiency and growth and facilitate the creation of a national agricultural market. Our company perceives risks or concerns common to industry such as Global Economic fallout, Regulatory Risks, Foreign Exchange Volatilities, Higher Interest Rates, Rising Raw Material costs and other commercial and business related risks. We are exposed to various risks and uncertainties in the normal course of our business that can cause variations in our results from operations and affect our financial condition. We view effective risk management as an integral part of delivering of superior returns to shareholders. Principal risks and uncertainties facing the business are like Market Price Variations, Fluctuations in Government policies, Weather Conditions and Monsoons, Volatility in Foreign Currencies, Economic Downturns: Your Company is exposed to market risks primarily arising from currency exchange rates and commodity prices. To manage these risks, Risk Management is looked upon as a facet of governance contributing towards greater predictability in performance and value creation. The Risk Management framework of the Company ensures, amongst others, compliance with Clause 49 of the listing agreement. The framework establishes risk management across all service areas and functions of the Company. These processes are periodically reviewed to ensure that the management of the Company controls risks through a defined framework.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The affairs of the Company are managed at various managerial levels in accordance with a well defined “Delegation of Powers”. The Company has in place adequate systems of internal control for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets, accurate reporting of financial transactions. The company also has well settled Internal Audit System & Procedures which is commensurate with its diverse functions, Internal Audit of the Company is conducted by an independent firm so as to cover various operations on continuous basis. Summarized Internal Audit Observations/ Reports are reviewed by the Audit Committee on regular basis. The finance and accounts functions of the Company are well staffed with qualified and experience members. The Audit Committee meets the Company’s Statutory Auditors and Internal Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and ascertain their concerns and observations on financial reports.

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CAUTIONARY STATEMENT Certain statements made in the “Management Discussion and Analysis Report” describing the Company’s objectives estimates and expectations may be ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ from such estimates and projections etc, whether expressed or implied. Several factors could make a significant difference to the Company’s operations. These include economic conditions, Government regulations and Tax Laws, Political situation, natural calamities etc. over which the Company does not have any direct control. Date: September 01, 2015 By Order of the Board Place: New Delhi For FE (India) Limited

Sd/- Sd/- Mukesh Jain Mukund Sharan


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REPORT ON CORPORATE GOVERNANCE Your Company continues to lay great emphasis on the broad principles of Corporate Governance.

1. Company’s Corporate Governance Philosophy

The Company firmly believes that good Corporate Governance practices should be enshrined in all activities of the Company to ensure efficient conduct of the affairs of the Company, while upholding the core values of transparency, honesty & accountability. The Company emphasizes the need for full transparency and accountability in all its transaction, in order to protect the interest of its stakeholders. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. All directors and employees are bound by a Code of Conduct that sets forth the Company’s policies on important issues, including its relationship with Customers, Suppliers, Contract Manufacturers, Shareholders and Government. The Company is in compliance with the requirements of revised guidelines on Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchange.

2. Code of Conduct In compliance with the Clause 49 of the Listing Agreement with Stock Exchanges, the Company has adopted the Code of Conduct for the Directors and Senior Executives of the Company. A Copy of the said Code of Conduct is available on the Company’s website (www.fegroup.co.in). All Board Members and Senior Managerial Personnel have affirmed compliance with the Code of Conduct as applicable to them for the year under review. A declaration to that effect duly signed by the Chief Executive Officer of the Company is attached at the end of this report.

3. Board of Directors

(A) COMPOSITION Your Board of Directors currently comprised of six Directors with a Whole Time Director and five Non-Executive and Independent Directors. The composition of Directors and the attendance at the Board Meeting(s) during the last reporting financial year and the last Annual General Meeting, including the details of their Directorship and Committee Membership as of March 31, 2015 are given below: Name and Designation of Director No. of other

Directorship Committee Membership (in other Companies member/chairman)

Mrs. AbhilashaAgarwal

Promoter/ Whole Time Director

Nil Nil

Mr. Mukesh Jain

Non- Executive/ Independent Director

5 Nil

Mr. Vishal Bakshi

Non-Executive /Independent Director

Nil Nil

Mr. Ravi Kant Joshi

Non-Executive Director

Nil Nil

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Mr. Trinadh KiranVemuri

Whole Time Director

9 Nil

Mr. Mukund Sharan

Non-Executive Director

2 Nil

Mr. Abhishek Mishra

Additional/Non-Executive/Independent

2 Nil

Mr. Sumedh Khanna Bhardwaj

Additional/Non-Executive/Independent

Nil Nil

(B) DIRECTORS INTEREST IN THE COMPANY AND ATTENDANCE RECORDS Director

Director identification No.

No. of Board Meeting held

Attended Last AGM Attended

No. of Equity Shares held

Mrs. Abhilasha Agarwal

01854288 09 09 No 1644348

Mr. Mukesh Jain 00059649 09 05 Yes 49600

Mr. Vishal Bakshi 00610253 09 07 Yes 22500

Mr. Ravi Kant Joshi

02781932 09 09 Yes -

Mr. Trinadh Kiran Vimuri

02750590 09 07 Yes -

Mr. Mukund Sharan

00004881 09 07 Yes -

Note: During the year Eleven Board Meetings were held on 01/03/2014, 06/03/2014, 15/05/2014, 14/08/2014, 14/11/2014, 21/01/2015, 31/01/2015, 14/02/2015 and 31/03/2015. During the period under review, the statutory registers which are required to be kept under the provisions of Companies Act, are properly maintained and updated regularly

4. Board Committees The Board currently has 6 Committees: the Audit Committee, the Share Transfer Committee, the Shareholder’s/Investors Grievance Committee, the Nomination and Remuneration Committee and the Fund Raising and Allotment Committee. The Board is responsible for constituting, assigning and co-opting the members of the various Committees.

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(A) AUDIT COMMITTEE The Audit Committee was constituted by the Board of Directors in accordance with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement entered into with Stock Exchanges. The audit committee oversees the group’s financial reporting and internal controls and provides a formal link with the auditors. It performs its duties by maintaining effective working relationships with the board, management, internal and statutory auditors. The Audit Committee of the Board as at March 31, 2015 comprises of Mr. Mukund Sharan, Mr. Vishal Bakshi, Mr. Ravi Kant Joshi and Mr. Mukesh Jain with optimum number of Non- Executive and Independent Directors. The Audit Committee met six times during financial year ended March 31, 2015 on 06/03/2014, 15/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015, 31/03/2015. The Composition of Audit Committee and attendance at Committee meetings are follows: Name of Member Status No. of meetings held No. of meetings

attended

Mr. MukundSharan Member 6 5

Mr. Vishal Bakshi Member 6 5

Mr. Ravi Kant Joshi Member 6 6

Mr. Mukesh Jain Member 6 4

Minutes of the Audit Committee Meeting(s) were circulated to the members of the Board in its respective meetings for the purpose of making note of the recommendations of the Audit Committee and also to take effective steps for implementing the same. *Note: the Board in its meeting held on March 31, 2015 reconstituted the Audit Committee members for future meetings.

(B) SHARE TRANSFER COMMITTEE The Share Transfer Committee comprises of two Directors as at March 31, 2015 and all of them are Non-Executive Directors. The composition of Transfer Committees as follows: Name of Member Status

Mr. Vishal Bakshi Chairman

Mr. Ravi Kant Joshi Member

Ms. Deepti Dabral Company Secretary

*Note: the Board in its meeting held on March 31, 2015 reconstituted the Share Transfer Committee members for future meetings.

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(C) STAKEHOLDERS RELATIONSHIP COMMITTEE In accordance with the provisions of Section 178 of Companies Act, 2013 and Clause 49 of Listing Agreement, the erstwhile Investor Grievance Committee has been renamed as “Stakeholders Relationship Committee” (SRC) by the Board of Directors at its meeting held on March 31, 2015. Terms of reference – The salient functions of the SRC include, overseeing the allotment/approvals & rejection of transfer/ transmission of shares; issue of duplicate share certificates; review and redressal of the investors’ complaints; and compliance with listing requirements for securities of the Company, including dematerialization and/or rematerialization of securities. The Stakeholders Relationship Committee comprises of following Director as members as at March 31,2015 with optimum no. of Non-Executive and Independent Director. Name of Member Status

Mr. Mukesh Jain Director

Mr. Vishal Bakshi Director

Mr. Ravi Kant Joshi Director

Note: 1. As on date all request involving transfer of shares have been processed and no transfer is

pending. In order to expedite the process of share transfer, the Board of Directors has delegated the powers for transfer of shares to the Registrar & Transfer Agents, M/s Link Intime (India) Pvt. Limited. The share transfers, which were received in the physical mode, were processed and the Share Certificates were returned within a reasonable time, subject to the documents being valid and complete in all respects.

2. No Investor grievances are pending for a period exceeding one month against the Company. 3. The Board in its meeting held on March 31, 2015 reconstituted the Share Transfer Committee

members for future meetings.

(D) NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013 and requirements of Clause 49 of Listing Agreement, the erstwhile Remuneration Committee of the Board was renamed as “Nomination and Remuneration Committee” (NRC) by the Board of Directors at its meeting held on March 31, 2015. Terms of reference – Salient functions of the NRC includes, recommending to the Board about appointment and removal of the directors, key managerial personnel (KMPs), senior management personnel (SMPs); carry out evaluation of every director’s performance and recommend to the Board a policy pertaining to remuneration for director(s), KMPs, SMPs and other employees. Composition – NRC of the Board of Directors comprises of four Non-executive Directors. The remuneration of the Executive Director was recommended by the Remuneration Committee, based on criteria such as industry benchmark, the Company’s performance vis-a-vis the industry and responsibilities shouldered. The Company pays remuneration by way of salary and perquisites to its Executive Director. During the financial year ended March 31, 2015, two meetings of the Remuneration Committee were held on 06/03/2014 and 31/03/2014.

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The composition of Nomination and Remuneration Committee and attendance at Committee meetings are as follows: Name of Member Status No. of meetings held No. of meetings

attended




Mr. Mukund Sharan Member 2 2


5. CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company in its meeting held on May 15, 2014, has constituted the Corporate Social Responsibility (CSR) Committee. Terms of Reference – The CSR Committee has been entrusted with responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013; recommending to the Board the amount of expenditure to be incurred; monitoring the implementation of framework of CSR Policy and ensuring that implementation of the project and programmes is in compliance with the CSR Policy of the Company. The Board of Directors of Company has approved the CSR Policy at its meeting held on August 14, 2014 and it is proposed to spend the requisite amount towards CSR activity. Composition – The CSR Committee presently comprises of four directors as at March 31, 2015. All of them are Non-executive Directors. Meetings and Attendance – One meeting of the CSR Committee of the Board of Directors took place during the period under review. As at 31/03/2015, the composition of the CSR Committee and the attendance details of Committee Members at the meeting held during the period under review is as follows: Name of Member Status No. of meetings held No. of meetings

attended






6. FUND RAISING AND ALLOTMENT COMMITTEE The Board of Directors of the Company in its meeting held on August 08, 2014, has constituted the Fund Raising and Allotment Committee. Terms of Reference – The Fund Raising and Allotment Committee has been constituted to obtain requisite approvals and to perform all the necessary acts deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable, incidental or expedient to issue or allotment of

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securities including but not limited to structuring of the entire transaction and formulating strategies for effective utilization of Share application money. Composition – The Fund Raising and Allotment Committee presently comprises of four directors as at March 31, 2015. All of them are Non-executive Directors. Meetings and Attendance – One meeting of the Fund Raising and Allotment Committee of the Board of Directors took place during the period under review. As at 31/03/2015, the composition of the Fund Raising Committee and the attendance details of Committee Members at the meeting held during the period under review is as follows: Name of Member Status No. of meetings held No. of meetings

attended






7. GENERAL BODY MEETINGS

Details of Annual General Meetings held during the last four years.

Year Date Time Venue

Annual General Meeting

2012-2013 31.03.2014 9.00 A.M. Hotel Royal Castle Grand, D-616, Chittaranjan Park, Greater Kailash-I, New Delhi-110019.







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The following Special Resolutions were passed by the Shareholders in the previous three Annual General Meetings:

Date of AGM Subject matter of the Resolution

March 31, 2014 1. Approval for appointment of Mr. Trinadh Kiran Vemuri as Whole Time Director of the Company pursuant to the provisions of Section 198, 269, 309, 310 and other applicable provisions of Companies Act 1956 read with schedule XIII of the Act..

December 29, 2012

NIL

December 29, 2011

1. Approval for commencement of new business specified in Clause 25 of the other objects of the Memorandum of Association regarding mining lease etc. pursuant to Section 149(2A) of the Companies Act, 1956.

2. Approval regarding change of name of the Company, pursuant to Section 21 of the Companies Act, 1956.

3. Approval for raising of capital upto 25crores(Twenty Five Crores) through issuance of, offering and allotment of any securities by way of Public Issue, Private Placement or Preferential allotment pursuant to Section 81(1A) of the Companies Act, 1956.

Postal Ballot There was no item during the period under review that was required to be passed through the process of postal ballot. Further, there is no special resolution proposed to be passed at the ensuing annual general meeting which is required to be approved by the shareholders through postal ballot. Requirement of postal ballot shall be complied with, wherever applicable, as required by law.

8. CFO AND WTD CERTIFICATION As required by Clause 49 of the Listing Agreement, the Whole Time Director and Chief Financial Officer certification of the Financial Statements and cash Flow Statements for the year ended March 31, 2015 is enclosed at the end of this report. DISCLOSURES

1. During the year, there were no transactions of material nature with the directors or management or their relatives etc. that had potential conflict with the interest of Company.

2. In accordance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a ‘Vigil Mechanism/Whistle Blower Policy’ which provides an avenue to the Directors and employees of the Company to directly report, their genuine concerns including unethical behavior & violation of code of conduct, to the Chairman of Audit Committee. No person has been denied access to the Chairman of the Audit Committee of the Board of Directors of the Company

3. There were no instances of non-compliance on any matter related to the capital markets. 4. The Company has complied with the mandatory requirements of Clause 49 of Listing Agreement.

Compliance status about Non mandatory requirements of listing agreement is appearing separately elsewhere.

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9. MEANS OF COMMUNICATION

Timely disclosure of reliable information and Corporate Financial Performance is the core of good Corporate Governance. Towards this direction the quarterly/ annual results of the Company were announced within the prescribed period and intimated to stock exchange, published in daily newspapers like Financial Express /Jansatta/ Business Standard. The results can also be accessed on the Company’s website at www.fegroup.co.in.The results are not sent individually to the Shareholders.

10. MANAGEMENT DISCUSSION & ANALYSIS A Section on the ‘Management Discussion & Analysis’ is annexed and forms part of this Annual Report. GENERAL SHAREHOLDER’S INFORMATION

Registered & Corporate Office : W-19, Greater Kailash, Part II New Delhi-110048. Annual General Meeting: Date, Day : September 30, 2015. Time : 9.00 A.M. Venue : Hotel Royal Castle Grand,

D-616, Chittaranjan Park, New Delhi-110019. Financial Calendar Year ended : January 01, 2014 to March 31, 2015 Date of Book Closure : September 23, 2015 to September 30, 2015 (Both days inclusive) Listing on Stock Exchange : The Stock exchange, Mumbai

The Annual Listing Fee as applicable is paid every year

Stock Code : Trading in BSE and stock code is 530863 Evoting Period : Starting from September 27, 2015 at 10.00

A.M and ending on September 29, 2015 at 05.00 P.M

Market Price of Equity Share at BSE (Data for the Year)

2014-2015 High Low

January 2014 10.75 08.40

February 2014 10.35 08.71

March 2014 10.96 8.11

April 2014 13.61 8.90

May 2014 20,03 10.40

June 2014 23.80 14.65

July 2014 19.15 13.00

August 2014 17.35 11.40

September 2014 17.95 12.30

October 2014 17.40 14.70

November 2014 25.95 15.85

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December 2014 34.00 23.55

January 2015 27.00 22.20

February 2015 38.40 23.05

March 2015 31.75 27.10

Share Transfer System: The Company’s shares are being traded in dematerialized form. In order to expedite transfer in physical mode. M/s Link Intime (India) Limited, is the Registrar and Share Transfer Agent. The shares transfer, which are received in the physical form are processed and share certificates are returned within a reasonable time subject to the documents being valid and complete in all respects.

(a) Distribution of Shareholding as on 31/03/2015

Shareholding of Normal value

No. of Shareholders % of Total No. of Shares Amount in Rs. % to total

0001-2500 694 54.646 45405 454050 0.282

2501-5000 155 12.205 63711 637110 0.396

5001-10000 105 8.268 88322 883220 0.549

10001-20000 59 4.645 94025 940250 0.586

20001-30000 45 3.543 253161 2531610 1.574

30001-40000 21 1.653 232663 2326630 1.447

40001-50000 51 4.016 1455191 14551910 9.05

50001-100000 70 5.512 2100123 21001230 13.06

100001-Above 70 5.512 11747840 117478400 73.056

Total 1270 100 16080441 160804410 100

(b) Categories of Shareholders as on 31/12/2013 Category Total Number of Shares % share holding

Promoters 8742174 54.35

Foreign Institutional Investors 00 00

Bodies Corporate 967436 6.02

Individuals 5793209 36.04

Directors & their Relatives 74420 0.46

Non resident Indians 9397 0.06

Clearing Members 325 0.00

Hindu Undivided Family 493480 3.07

Total 16080441 100

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Dematerialization of Shares and Liquidity The Shares of the Company are in compulsory demat segment and are available for trading in the Depository Systems of NSDL (National Depository Systems Ltd. ) and CDSL (Central Depository Services (India) Ltd.). As on 31/03/2015, 15989363 equity Shares being 99.43% of Equity Capital of the Company were held in dematerialized form and remaining i.e. 91078 Equity Shares 0.57% of the total Equity Capital) were held in physical form. Address for Investor’s correspondence Registrar & Transfer Agents: Link Intime (India) Pvt. Ltd., 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Naraina, New Delhi-110028. Telephone: 011-41410592-93-94 Fax No. : 011-41410591 Email Id :[email protected] *Mail ID for investors’ complaints, queries and grievances is [email protected]. Date: September 01, 2015 By Order of the Board Place: New Delhi For FE (India) Limited

Sd/- Sd/- Mukesh Jain Mukund Sharan


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CERTIFICATE

To, The Members F E (India) Limited, W-19, Greater Kailash, Part-II New Delhi-110048 Sir, We have examined the compliance of conditions of Corporate Governance by F E (India) Limited, for the year ended on 31/03/2015, as stipulated in Clause 49 of the Listing agreement of the said Company with Stock Exchanges. The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our Examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of the Certificate of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, We certify that the company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. We state that no investor grievance remaining unattended / pending for more than 30 days for the period against the Company as per the records maintained. We further state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For L M S C & Company Chartered Accountants FRN 021763N Sd/- SHRI CHAND FCA, PARTNER M. No. 098635 Signed at New Delhi on September 01, 2015

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CERTIFICATION BY WHOLE-TIME DIRECTOR AND CHIEF FINANCIAL OFFICER

The Board Of Directors, FE (India) Limited, W-19, Greater Kailash, Part-II New Delhi-110048 We, Mrs. Abhilasha Agarwal, Whole Time Director and Mr. Praveen Chowdhary, Chief Financial Officer of FE (India) Limited certified to the Board in terms of the requirement of Clause 49 (V) of the listing agreement that we have reviewed the financial statement and the cash flow statement of the Company for the financial year ended March 31, 2015.

1. To the best of our knowledge, we certify that:

a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that are misleading;

b) these statements together present a true and fair view of state of affairs of the Company and of the results of operations and cash flows. The Financial Statements have been prepared in conformity, in all material respects, with the existing generally accepted accounting principles including Accounting Standards, applicable laws and regulations; And

c) there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violative of the Companies code of conduct.

2. For the purpose of financial reporting, we accept the responsibility for establishing and monitoring the Company’s internal control system for financial reporting which encompasses the examination and evaluation of adequacy and effectiveness. Internal audit works with all levels of management and statutory auditors, and reports significant issues to Audit committee of the Board. The Auditors and Audit Committee are apprised of any corrective action taken with regard to significant deficiencies and material weaknesses.

3. We further certify that there has been:

a) no significant changes in the internal controls over financial reporting during the year; b) no significant changes in the accounting policies during the year and that the same have

been disclosed in the notes to the financial statements; and c) no instances of fraud of which we are aware during the year.

Place: Delhi Date: September 01, 2015 Sd/- Sd/-

Abhilasha Agarwal Praveen Chowdhary Whole time Director Chief Financial Officer DIN: 01854288

DECLARATION REGARDING COMPLIANCE WITH THE CODE OFCONDUCT All the Members and Senior Management personnel have affirmed their compliance with “the Code of Conduct for Members of the Board and Senior Management” for the year ended March 31, 2015 in terms of the Clause 49(I)(D)(ii) of the Listing Agreement with the Stock Exchange. Place: Delhi For FE (India) Limited Date: September 06, 2015 Sd/-

Praveen Chowdhary Chief Financial Officer

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FE (INDIA) LIMITED

Independent Auditor’s Report

To The Members FE (India) Limited

We have audited the accompanying financial statements of FE (India) Limited {formerly known as Financial Eyes (India) Limited} (“the Company”), which comprise the Balance Sheet as at March 31, 2015; Profit and Loss Account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015; b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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FE (INDIA) LIMITED

2. As required by section 227(3) of the Act we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporation of Affairs in respect of section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 274 (1)(g) of the Companies Act, 1956 read with section 164(2) of the Companies Act, 2013.

For L M S C & Co. Chartered Accountants FRN: 021763N Sd/- Shri Chand

Place: New Delhi Partner Date: 6th June 2015 M. No. : 098635

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FE (INDIA) LIMITED

The Annexure referred to in paragraph 1 under head “Report on Other Legal and Regulatory Requirements” of the Our Report of even date to the members of FE (India) Limited on the accounts of the company for the year ended March 31, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off substantial part of fixed asset during the year.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. The stock has also been verified by independent auditors appointed by banks during the year and we have also relied upon their reports in forming our opinion.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management seems reasonable in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records, we are of the opinion that the Company should maintain site-wise real time record of stocks for better control. At present company is maintaining inventory records at head office in accounting software which are not real time and some desirable information like goods in-out time, vehicle details etc. are also not available in these records. In our opinion, company need to improve record keeping with respect to the inventories.

No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted advances and made payments on behalf of the companies, firms, directors or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 read with Section 189 of the Companies Act 2013 during the year. Total amount advanced during the year to 5 such parties was Rs. 151.13 lacs and Rs. 56.34 lacs were recoverable as on March 31, 2015 on this account.

Company has also accepted advance & unsecured loans from related party during the year from the referred parties. Rs. 2376.23 lacs was payable on March 31, 2015 on this account.

(b) The advances & loans as referred in (a) above are without interest and unsecured in nature. Considering tenure of these and also the fact that Company has also taken similar advances from related parties during the year, no funds of the company seems to been diverted. So, we are of the opinion that these are not prejudicial to the interest of the Company.

(c) As explained by the company the advances to related parties in of temporary nature and are recoverable in short period. Though, we have noticed exceptions in timely recovery as stated by company.

(d) As these advances are without any defined repayment instalment & time, we can’t term the outstanding amount as overdue.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business except as stated at Sr. No. 2(c) above, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls except as stated at Sr. No. 2(c) above has been noticed.

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FE (INDIA) LIMITED

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the transactions have been made at a price which is reasonable and are not prejudice to the interest of the company.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per our knowledge and information & explanation given by the management, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the product dealt by the company.

9. (a) According to the records of the company, we have noticed delays in payment of undisputed statutory dues including Employees’ State Insurance, Income-tax, Sales-tax/VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues as applicable. Following is detail of such dues outstanding for more 6 months or more on close of books of the company for the year:

Nature of statute

Nature of Dues Amount Period to which the amount relates

Due date Date of payment

Finance Act, 1994

Service Tax 0.61 lacs F Y 2013-14 Various dates upto 31.03.2014

Not paid till date of audit report

Finance Act, 1994

Service Tax 0.67 lacs F Y 2014-15 Various dates upto 05.10.2015

Not paid till date of audit report

Income Tax Act, 1961

Income tax in relation to AY 2014-15

228.38 lacs FY 2013-14 30-Sep-14 Not paid till date of audit report

(b) According to the information and explanations given to us, there is no amount payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders during the year.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause is not applicable to the Company.

14. On the basis of our examination of the records and documents of the Company, and according to the information and explanations given to us, we are of the opinion that the Company is not dealing or trading in shares, securities, debentures & other investments. Therefore, provision of this clause is not applicable to the Company.

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FE (INDIA) LIMITED

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we are of the opinion that the Company has not utilised any term loans for other purposes than for which it was raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March 31, 2015 we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has made preferential allotment of warrants in the year to parties covered in the register maintained u/s 301 of the Companies Act, 1956. The issue price has been arrived as per SEBI prescribed formula. The price is not prejudicial to the interest of the company.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For L M S C & Co. Chartered Accountants FRN: 021763N Sd/- Shri Chand

Place: New Delhi Partner Date: 6th June 2015 M. No. : 098635

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Note No.

As at March 31 2015

As at December 31 2013

I. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 2.1 16,08,04,410 8,19,80,700 (b) Reserves and surplus 2.2 68,48,38,828 47,45,03,967 (c) Money Received against Share Warrants 2,37,20,000 15,00,00,000

3 Non-Current Liabilities(a) Long-term borrowings 2.3 25,43,10,600 17,08,56,700 (b) Deferred tax liabilities (Net) 2.4 1,01,054 6,07,054 (c) Long-term provisions 2.5 15,42,141 11,48,597

4 Current liabilities(a) Short-term borrowings 2.6 1,19,91,77,017 79,17,82,334 (b) Trade payables 2.7 79,90,79,658 1,50,93,72,625 (c) Other current liabilities 2.8 7,03,32,613 7,19,67,245 (d) Short-term provisions 2.9 4,81,97,917 4,21,76,504

TOTAL 3,24,21,04,238 3,29,43,95,726 II. ASSETS

Non-current assets1 (a) Fixed assets 2.10 4,09,66,357 4,26,91,122

Tangible assets

Particulars

FE (INDIA) LIMITED(Formerly known as Financial Eyes (India) Limited)

BALANCE SHEET AT MARCH 31ST, 2015

FE (INDIA) LIMITED

Tangible assets(b) Non-current investments 2.11 64,80,898 3,07,71,843 (c) Long-term loans and advances 2.12 1,26,35,600 1,26,35,600 (d) Deferred tax assets (Net) - -

2 Current assets(a) Inventories 2.13 59,25,55,230 59,90,80,744 (b) Trade receivables 2.14 2,27,00,16,948 2,10,07,22,098 (c) Cash and cash equivalents 2.15 17,45,82,343 16,20,47,380 (d) Short-term loans and advances 2.16 13,82,94,123 34,09,63,666 (e) Other current assets 2.17 65,72,740 54,83,274

TOTAL 3,24,21,04,238 3,29,43,95,726

1 & 2

As per our report attached

for LMSC & CO.Chartered AccountantsFirm's Registration No: 021763N

Sd/- Sd/- Sd/- Sd/- Sd/-Shri Chand Ravi Kant Joshi Mukund Sharan Deepti Dabral Praveen ChowdharyPartner Director Director Company Secretary Chief Financial OfficerMembership No.098635 DIN:02781932 DIN: 00004881 M.NO 25110

New DelhiJune 06th, 2015

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS FORM INTEGRAL PART OF THE FINANCIAL STATEMENTS

For FE (India) Limited

FE (INDIA) LIMITED 50

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Note No.

For Period Ended March 31 2015

For Period Ended December 31 2013

I. Revenue from Trading 2.18 11,08,53,58,950 10,77,41,80,124 II. Other income 2.19 3,18,44,556 2,95,94,288

III. Total Revenue (I + II) 11,11,72,03,507 10,80,37,74,412

IV. Expenses:Purchases of Traded goods 10,67,17,48,011 10,23,46,29,949 Changes in inventories of Finished Goods & Stock-in-Trade 2.20 65,25,514 (11,93,70,784) Employee benefits expense 2.21 96,98,604 1,08,36,585

Finance cost 2.22 22,64,50,182 19,25,44,032 Depreciation and amortization expense 2.10 78,54,572 78,02,203

Other expenses 2.23 10,19,32,579 38,41,41,601

V. Total expenses 11,02,42,09,462 10,71,05,83,585

VI Profit before tax (III-V) 9,29,94,045 9,31,90,828

VII Tax Expense :(1) Current tax 3,01,71,918 3,10,75,196 (2) Deferred tax (5,06,000) 2,29,028

VIII Profit (Loss) for the period (VI-VII) 6,33,28,127 6,18,86,604

Particulars

FE (INDIA) LIMITED(Formerly known as Financial Eyes (India) Limited)

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

FE (INDIA) LIMITED

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS FORM INTEGRAL PART OF THE FINANCIAL STATEMENTS 1 & 2



Sd/- Sd/- Sd/-Shri Chand Ravi Kant Joshi Mukund SharanPartner Director DirectorMembership No.098635 DIN: 02781932 DIN: 00004881

Sd/- Sd/-New Delhi Deepti Dabral Praveen ChowdharyJune 06th, 2015 Company Secretary Chief Financial Officer

M.No: 25110



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As at MARCH 31 As at December 31

FE (INDIA) LIMITED

CASH FLOW STATEMENT FOR THE PERIOD ENDED MARCH 31 2015Formerly Known as Financial Eyes (India) Ltd.

FE (INDIA) LIMITED

ParticularsAs at MARCH 31,

2015 As at December 31,

2013 Cash Flow arising from operationsNet profit after tax and extraordinary items 6,33,28,127 6,18,86,605

Add:-Depreciation 78,54,572 78,02,203

-Loss on sale of fixed assets 4,92,931 3,40,922 Loss on sale of fixed assets 4,92,931 3,40,922

-Loss on sale of investments 2,27,118

-Interest Expenditures & Bank Charges 22,64,50,182 19,25,21,803

-Deferred Tax (5,06,000) 2,29,028

Operating Profit/(Loss) before working capital changes 29,78,46,929 26,27,80,560 Add:-Decrease in Stock In Trade 65,25,514 -

-Increase in Trade payables - 80,11,30,552

-Increase in other current liability - -

-Decrease in Other Current Assets - 2,98,96,423

-Decease in Short term loans & advances 20,26,69,543 -

-Increase in Long & Short Term Provision 44,85,401 -

51,15,27,388 1,09,38,07,536 Less:-Increase in Stock in trade - 11,93,70,784

-Increase in Trade Receiveable 16,92,94,850 79,97,39,723

Increse in other current assets 10,89,467

-Decrease in Trade payables 71,02,92,967 -

-Decrease in Other Current Liability 16,34,632 1,68,07,279

D i L & Sh t T P i i 1 87 13 883-Decrease in Long & Short Term Provision - 1,87,13,883

-Increase in Short term loans & advances - 16,13,76,466

-Interest Income 2,21,85,301 2,29,69,718

Profit on sale of Investment 39,89,144

-Dividend Income 1,02,454 1,79,491

Net Cash inflow/(outflow) in course of operational activities (A) (39,70,61,426) (4,53,49,808)

Cash Flow arising from Investment activities-Addition to fixed assets 73,72,738 (58,06,398)

-Sale of fixed assets 7,50,000 50,00,000

-(Increase)/Decrease in Non-trade Investments 2,42,90,946 (5,79,491)

-Interest Income 2,21,85,301 2,29,69,718

-Dividend Income 1,02,454 1,79,491-Dividend Income 1,02,454 1,79,491

-Net of Purchase & Sale of Investment 37,62,026 -

Net Cash Flow arising from Investing activities (B) 4,37,17,989 2,17,63,320

Contd…


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Cash Flow in Continuation

Particulars As at MARCH 31,

2015 As at December 31,

2013

FE (INDIA) LIMITED

2015 2013

Cash Flow arising from financing activities-Decrease in Long term loans & Advance - 10,42,150

-Interest Expenditures & Bank Charges 22,64,50,182 (19,25,21,803)

-Share Capital & Security Premium 22,77,60,000 -

-Increase in Share application (12,62,80,000) -

-Increase in Short term Borrowing 40,73,94,683 (84,05,860) g , , , ( , , )

-Increase in Long term Borrowing 8,34,53,900

-Repayment of Long term Borrowing - (44,77,134)

Net Cash Flow arising from financing activities (C) 36,58,78,401 (20,43,62,647)

Net increase/(decrease) in cash/cash equivalents (A+B+C) 1,25,34,964 (22,79,49,135)

Cash and cash equivalents at the beginning of the period 16,20,47,380 38,99,96,515

Cash and cash equivalents at the end of the period 17,45,82,343 16,20,47,380

Component of cash & Cash Equivalent.

Particulars As on 31.03.2015 As on 31.12.13

12 39 444 53 44 642Cash in hand 12,39,444 53,44,642

Cash at bank 5,69,508 15,67,02,737

Total Cash & Cash equivalent 18,08,952 16,20,47,380

Notes1) The above Cash Flow statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3

on Cash Flow Statements issued by the Institute of Chartered Accountants of India2) Cash and Cash Equivalents at the end of the year consist of Cash,Fixed Deposits and Balances with Banks.

Significant Accounting Policies and Notes to the Accounts in notes 2&3 form an integral part of accounts


for LMSC & CO.Chartered Accountants


on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

Chartered Accountants

Firm's Registration No: 021763N

Sd/- Sd/- Sd/-

Shri Chand Ravi Kant Joshi Mukund Sharan

Partner Director Director

Membership No.098635 DIN: 02781932 DIN: 00004881Membership No.098635 DIN: 02781932 DIN: 00004881

Sd/- Sd/-

New Delhi Deepti Dabral Praveen Chowdhary

June 06th, 2015 Company Secretary Chief Financial Officer

M.No: 25110M.No: 25110


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FE (INDIA) LIMITED

AUDITORS’ CERTIFICATE

We have examined the above Cash Flow Statement of F E (India) Limited for the period ended on March 31,

2015. The statement has been prepared by the Company in accordance with the requirements of Clause 32

of the Listing Agreements with the Stock Exchange and is based on and in agreement with corresponding

Profit & Loss Account and Balance Sheet of the Company covered by our report dated 06th June, 2015 to the

members of the Company.

For L M S C & Company Chartered Accountants FRN 021763N

Sd/- SHRI CHAND FCA, PARTNER M. No. 098635 Signed at New Delhi on September 01, 2015

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The previous period figures have been regrouped/re-classified wherever necessary to conform the current presentation

2.1 SHARE CAPITAL

Number Value Number Value

5,50,00,000 55,00,00,000 2,00,00,000 20,00,00,000

1,60,80,441 16,08,04,410 81,98,070 8,19,80,700

1,60,80,441 16,08,04,410 81,98,070 8,19,80,700



Issued, Subscribed & Paid-UpEquity Shares of Rs. 10/- each at par

Total


FE (INDIA) LIMITED

Equity Shares of Rs. 10/- each at par

2. NOTES TO ACCOUNTS FOR THE PERIOD ENDED MARCH 31 2015

Share CapitalAs on December 31,2013

Authorised

As on March 31,2015

FE (INDIA) LIMITED



M.No: 25110

FE (INDIA) LIMITED55

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2.2 RESERVES AND SURPLUS

Particulars As At March 31, 2015 As At December 31, 2013

Securities Premium ReservesOpening Balance 20,79,20,000 20,79,20,000 Add: Securities premium credited on share issue 14,89,36,290

Closing Balance 35,68,56,290 20,79,20,000

General ReserveOpening Balance 76,06,000 76,06,000 (+) Current Year Transfer(-) Written Back in Current Year

Closing Balance 76,06,000 76,06,000

25,89,77,967 19,73,75,923 Prior Perid Adjustment (2,84,561)

FE (INDIA) LIMITED

Surplus i.e. Balance in Statement of P&L A/cOpening balance

FE (INDIA) LIMITED

6,33,28,127 6,18,86,605 (-) Dividend Proposed 16,08,044 (-) Tax on Dividend 3,21,512

Closing Balance 32,03,76,538 25,89,77,967

68,48,38,828 47,45,03,967





M.No: 25110

(+) Net Profit/(Net Loss) For the period


Total


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2.3 LONG TERM BORROWINGS


Secured Term Loans

From banks & Financial Institutions 31,87,600 15,19,200 (Secured against hypothecation of vehicles)

From Others

Unecured

Inter-corporate Deposits from Related Parties 23,76,23,000 1,73,37,500

From Others 1,35,00,000 15,20,00,000

Total 25,43,10,600 17,08,56,700



FE (INDIA) LIMITED


FE (INDIA) LIMITED



M.No: 25110


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2.4 DEFERRED TAX ASSETS/LIABILITIES (NET) (As per AS-22)


Deferred Tax Assets/(Liability)

Opening Balance (6,07,054) (93,465)

Current Year Provisions (net increase /decrease) (5,06,000) 5,13,589

Net Deferred tax asset/liability (1,01,054) (6,07,054)




Sd/- Sd/- Sd/-

FE (INDIA) LIMITED


FE (INDIA) LIMITED



Membership No.098635 DIN: 02781932 DIN: 00004881

Sd/- Sd/-



M.No: 25110


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2.5 LONG TERM PROVISION


Provision for employee benefits Gratuity (unfunded) 15,13,040 10,92,151 Leave Encashment (unfunded) 29,101 56,446

Total 15,42,141 11,48,597




Sd/- Sd/- Sd/-



FE (INDIA) LIMITED


FE (INDIA) LIMITED


Sd/- Sd/-



M.No: 25110


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2.6 SHORT TERM BORROWINGS


Secured

From banks- Working Capital Loan 98,84,98,782 76,64,88,176 - See Note (a)

From banks- Buyers Credit 21,06,78,235 2,52,94,159 - See Note (b)

Total 1,19,91,77,017 79,17,82,334




FE (INDIA) LIMITED


FE (INDIA) LIMITED


Sd/- Sd/- Sd/-




Sd/- Sd/-



M.No: 25110


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2.7 TRADE PAYABLE


For Purchases & Services 79,90,79,658 1,50,93,72,625

Total 79,90,79,658 1,50,93,72,625




Sd/- Sd/- Sd/-





FE (INDIA) LIMITED

FE (INDIA) LIMITED

p

Sd/- Sd/-



M.No: 25110


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2.8 OTHER CURRENT LIABILITIES


Current Maturity of Long Term debts From Banks & Financial Institutions 54,62,036 44,28,849

Advance From Customers 6,26,78,240 6,67,54,544 Expenses Payable 7,54,926 7,83,852 Interest Accrued but not Due 14,37,411 -

Total 7,03,32,613 7,19,67,245



FE (INDIA) LIMITED

Current maturity of loang term debts include the amount of long term loans repayable within period of 12 months from end of the reporting period


FE (INDIA) LIMITED



M.No: 25110


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2.9 SHORT TERM PROVISIONS

As At March 31, 2015 As At December 31, 2013

Gratuity 41,844 30,430 Leave Encashment (unfunded) 835 1,448

(b) Others Provision for Income Tax 4,54,10,671 4,13,32,547 Provision for Wealth Tax - 2,11,334 Other Statutory Dues 11,36,523 6,00,745 Dividend Payable 16,08,044

Total 4,81,97,917 4,21,76,504



Sd/ Sd/ Sd/


FE (INDIA) LIMITED

Particulars

(a) Provision for employee benefits

FE (INDIA) LIMITED



M.No: 25110


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FE (INDIA) LIMITED

FE (INDIA) LIMITED

2.10 Non Current Assets

As at Jan 1,

2014

Additions Deletions As at March 31,

2015

As at Jan 1,

2014

For the year Deletions As at March 31,

2015

As at March 31,

2015

As at Dec 31,

2013

( )Significant accounting policies and notes to the accounts for the year ended on March 31, 2015

PARTICULARS G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

2014, 2015 2014, 2015 2015 2013

Tangible AssetsComputer 39,03,503 33,490 4,37,600 34,99,393 17,65,404 7,01,217 4,37,600 20,29,021 14,70,372 21,38,099 Electric Equipment 2,28,000 - - 2,28,000 58,089 20,095 - 78,184 1,49,816 1,69,911 Furniture & Fixture 1,19,69,475 - - 1,19,69,475 19,11,375 9,44,489 - 28,55,864 91,13,611 1,00,58,100 Leasehold Improvement 93,83,314 72,29,560 93,83,314 72,29,560 93,83,314 6,02,463 93,83,314 6,02,463 66,27,097 0 Office Equipment 43 78 132 1 09 688 44 87 820 11 80 202 3 93 315 15 73 517 29 14 303 31 97 930 Office Equipment 43,78,132 1,09,688 44,87,820 11,80,202 3,93,315 15,73,517 29,14,303 31,97,930 Plant And Machinery 1,37,375 - - 1,37,375 24,009 8,135 - 32,144 1,05,231 1,13,366 Vehicles 4,42,68,635 35,88,964 4,06,79,671 1,72,54,921 51,84,856 23,46,033 2,00,93,744 2,05,85,927 2,70,13,714

7,42,68,434 73,72,738 1,34,09,878 6,82,31,294 3,15,77,314 78,54,570 1,21,66,947 2,72,64,937 4,09,66,357 4,26,91,121

TOTAL 7,42,68,434 73,72,738 1,34,09,878 6,82,31,294 3,15,77,314 78,54,570 1,21,66,947 2,72,64,937 4,09,66,357 4,26,91,121 Previous year 7,40,17,137 58,06,397 55,55,100 7,42,68,434 2,39,89,289 78,02,203 2,14,178 3,15,77,313 4,26,91,122 5,00,27,848



Sd/- Sd/- Sd/- Sd/- Sd/-Shri Chand Ravi Kant Joshi Mukund Sharan Deepti Dabral Praveen Chowdhary


Shri Chand Ravi Kant Joshi Mukund Sharan Deepti Dabral Praveen ChowdharyPartner Director Director Company Secretary Chief Financial OfficerMembership No.098635 DIN:02781932 DIN: 00004881 M.NO 25110

New DelhiJune 06th, 2015


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2.11 NON CURRENT INVESTMENTS


Non-Trade Investments (valued at cost, unless stated otherwise)

Investments in Shares (quoted) 20,80,898 20,80,898 Investment in Shares (Unquoted) 4,00,000 4,00,000 Investments in Hybrid Fund (unquoted) - 1,00,000 Investments in Canara Robeco Mutual Fund (Unquoted) 5,00,000 - Investments in Mutual Fund (Quoted) - 24,02,745 Investments - LIC Policies (see note 2.33) 35,00,000 -

Trade Investments

FE singapore Pte. Ltd. - 2,57,88,200

Total 64,80,898 3,07,71,843

Aggregate amount of quoted investments 20,80,898 44,83,643

Aggregate market value of quoted investments 7,58,952 31,43,923


FE (INDIA) LIMITED

FE (INDIA) LIMITED




Sd/- Sd/- Sd/-




Sd/- Sd/-



M.No: 25110



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2.12 LONG-TERM LOANS & ADVANCES


Unsecured Considered Good

Security Deposit 1,26,35,600 1,26,35,600

Total 1,26,35,600 1,26,35,600




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FE (INDIA) LIMITED

FE (INDIA) LIMITED

Sd/- Sd/-



M.No: 25110


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2.13 INVENTORIES


Stock-in-trade 59,25,55,230 59,90,80,744

Total 59,25,55,230 59,90,80,744




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FE (INDIA) LIMITED

FE (INDIA) LIMITED

Sd/- Sd/-



M.No: 25110


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2.14 TRADE RECEIVABLES


UnsecuredDebts overdue for a period exceeding six months 14,48,24,526 7,91,47,924 Other debts 2,12,51,92,422 2,01,84,17,519

Debts Due by Related Parties overdue for a - 31,56,656 period exceeding six months

Total 2,27,00,16,948 2,10,07,22,098




Sd/- Sd/- Sd/-





FE (INDIA) LIMITED

FE (INDIA) LIMITED

Sd/- Sd/-



M.No: 25110


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2.15 CASH AND CASH EQUIVALENTS


Balances with banks In Current accounts 5,69,508 6,87,675 FDR (Pledged with Banks) 17,27,73,391 15,60,15,062 Cash In hand 12,39,444 53,44,643

Total 17,45,82,343 16,20,47,380





FE (INDIA) LIMITED

FE (INDIA) LIMITED

p


M.No: 25110


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2.16 SHORT TERM LOAN AND ADVANCES


Unsecured, considered good

Advance to suppliers 3,48,61,133 9,14,07,168 Balance with Government Authorities 41,70,201 2,14,49,127 Loans & Advances to related Parties 56,34,434 26,54,469 Advance Against Salary 1,51,974 2,71,791 Prepaid Expenses 11,17,724 9,44,004 Other Advances (see note 2.34) 2,45,73,081 22,39,96,167

Margin Money - 2,40,940

Unsecured, considered doubtful Other Advances 6,77,85,575 -

Total 13,82,94,123 34,09,63,666




FE (INDIA) LIMITED

FE (INDIA) LIMITED

Firm s Registration No: 021763N



M.No: 25110


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2.17 OTHER CURRENT ASSETS


Interest Receivables 65,72,740 32,87,948

Accrued Incomes - 21,95,326

Total 65,72,740 54,83,274




Sd/- Sd/-New Delhi Deepti Dabral Praveen Chowdhary

FE (INDIA) LIMITED


FE (INDIA) LIMITED

June 06th, 2015 Company Secretary Chief Financial OfficerM.No: 25110


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2.18 REVENUE FROM TRADING

Particulars For Period Ended

31.03.2015 For Period Ended

31.12.2013

Revenue from Sale Domestic Sales 10,88,93,65,792 9,03,70,77,690

Export Sales 17,68,26,825 1,72,14,58,819

Other Operative Income Excahnge Gain(Loss) 32,91,334 1,56,43,616 Stock Loss Recoverable 1,58,75,000 -

Total 11,08,53,58,950 10,77,41,80,124





FE (INDIA) LIMITED

FE (INDIA) LIMITED


M.No: 25110


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2.19 OTHER INCOME



31.12.2013

Interest Income 2,21,85,301 2,29,69,718

Dividend Income 1,02,454 1,79,491

Other Income 55,59,300 64,45,079

Exchange Gain on Sale of Investment 39,89,144 -

Rounded Off 8,358 -

Total 3,18,44,556 2,95,94,288




FE (INDIA) LIMITED


FE (INDIA) LIMITED



M.No: 25110


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2.20 Changes in inventories of Finished Goods & Stock-in-Trade



31.12.2013

Closing Inventory 59,25,55,230 59,90,80,744

Opening Inventory 59,90,80,744 47,97,09,960

(Increase) / Decrease in Stocks (65,25,514) 11,93,70,784

Inventory is valued at cost or market value whichever is lower and FIFO cost formula is used




Sd/- Sd/- Sd/-



FE (INDIA) LIMITED


FE (INDIA) LIMITED



Sd/- Sd/-



M.No: 25110


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2.21 EMPLOYEE BENEFITS EXPENSES



31.12.2013

(a) Salaries and incentives 55,97,514 71,81,593 (b) Directors Remuneratiopn 30,00,000 30,00,000 (c) Gratuity and ESI Fund Contributions 39,816 (D) Leave Encashment (1,690) (e) Staff Welfare & Other Related Expenses 10,61,274 6,56,682

Total 96,98,604 1,08,36,585




FE (INDIA) LIMITED


FE (INDIA) LIMITED


M.No: 25110


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2.22 FINANCE COST

FE (INDIA) LIMITED

FE (INDIA) LIMITED



31.12.2013

Interest Expenses 18,67,13,865 15,29,67,296

Other Finance Cost and charges 3,97,36,316 3,95,76,735.37

Total 22,64,50,182 19,25,44,032





Sd/- Sd/- Sd/ Sd/New Delhi Deepti Dabral Praveen ChowdharyJune 06th, 2015 Company Secretary Chief Financial Officer

M.No: 25110


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2.23 OTHER EXPENSES



31.12.2013

Audit fees 9,29,880 7,30,340 Clearing & Forwarding 2,84,57,451 21,16,34,259 Exchange Gain & Loss - 2,54,24,494 Direct Expenses 12,10,597 2,88,71,973 Legal & Professional Charges 46,80,274 80,91,765 Loss on sale of investments 2,27,118 - Loss on sale of Fixed Assets 4,92,931 - Forward Contract Booking & Cancellation Charges 3,849 1,82,56,248 Miscellaneous Expenses 2,66,13,399 4,58,63,028 Power & Fuel 36,78,419 32,06,508 Rent 2,48,57,166 2,26,31,383 Repair & Maintenance 17,21,606 32,01,069 Rebate & Discount 33,68,900 83,92,607 Travel & Conveyance 56,90,990 78,37,927

Total 10,19,32,579 38,41,41,601


FE (INDIA) LIMITED

FE (INDIA) LIMITED




M.No: 25110


FE (INDIA) LIMITED77

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FE (INDIA) LIMITED

FE (INDIA) LIMITED

2.24 Product wise Detail

Particulars For Period Ended 31.03.2015

For Period Ended 31.12.2013

Sales Agricultural Goods 10 91 98 86 117 10 48 08 12 208 Agricultural Goods 10,91,98,86,117 10,48,08,12,208 PVC 14,63,06,500 13,58,56,950 Rock Phosphate - 10,71,73,500 Miscellaneous - 3,46,93,850

Purchase Agricultural Goods 10,53,49,69,263 9,96,96,39,677 PVC 13,28,55,000 13,29,23,381 Rock Phosphate - 9,70,67,424 Miscellaneous 39,23,748 3,49,99,467

2.25 Contingent Liabilities and ProvisionsThe Company creates a provision when there is present obligation as a result of a pastp y p p g pevent that probably requires an outflow of resources and a reliable estimate can bemade of the amount of the obligation. A disclosure for a contingent liability is madewhen there is a possible obligation or a present obligation that may, but probably willnot, require an outflow of resources. When there is a possible obligation or a presentobligation in respect of which the likelihood of outflow of resources is remote, noprovision or disclosure is made.

There is a claim against company arised from arbitation award in favour of a shippingcompany by the arbitation authority at Singapore amounting to USD 1,62,027.75 plusinterest of USD 7657.48 plus arbitation costs of SGD 54,225.86. (INR Value as per31/03/2015 exchange rates Rs 1,31,51,319.43. This claim is being defended in Delhi HighCourt by the company. The company is confident to defend this, so no iability is beingprovided.

2.26 Value of imports on CIF basis



31.12.2013

Import 23,63,59,509 10,29,74,270

Total 23,63,59,509 10,29,74,270


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2.27 Earning and Expenditure in Foreign Curency

FE (INDIA) LIMITED

FE (INDIA) LIMITED

. g p g y



31.12.2013 Earnings Export (on FOB basis)(Dollar Trade) 15,83,48,138 36,55,86,158 Export (on FOB basis)(Re Trade) - 1,24,14,44,000 Wash out Income 55,59,300

Total 16,39,07,438 1,60,70,30,158

Expenditures Import (on CIF Basis) 23,63,59,509 10,29,74,270 Brokerage & Commission - 1,34,99,983 Overseas freight 1,86,29,975 10,52,65,609 Interest 5,83,237

Total 25,55,72,721 22,17,39,862

2.28 Amount Paid / Payable to Auditors



31.12.2013 Audit Fees 9,29,880 7,30,340 Taxation matters - - Other Matters 89,888 -

Total 10,19,768 7,30,340

2.29 Managerial Remuneration



31.12.2013

Salary 30,00,000 30,00,000

2 30 Earning Per Share2.30 Earning Per Share



31.12.2013 Profit after tax and extraordinary items as reported 6,33,28,127 6,18,86,605 Less :Exceptional item: - - Profit before exceptional items 6,33,28,127 6,18,86,605 Shares:

Weighted average number of equity shares outstanding during the year 1,17,02,295 81,98,070 Weighted average number of diluted equity shares outstanding during the year 1,56,07,295 1,17,32,615 Earnings per share (before exceptional items (net of tax) 5.41 7.55 Earnings per share (after exceptional items (net of tax) 5.43 7.55 Diluted Earnings per share (before exceptional items (net of tax) 4.06 5.27

Diluted Earnings per share (before exceptional items (net of tax) 4.07 5.27 At the beginning of the year 81,98,070 81,98,070 Shares issued during the year 78,82,371 - Bonus shares issued during the year - - Weighted average number of equity shares at end of the year 1,17,02,295 81,98,070 Weighted average number of Diluted equity shares. 1,56,07,295 1,17,32,615

Total 12,66,56,254 12,37,73,209 Total 12,66,56,254 12,37,73,209


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2.31 Related Party Disclosures

FE (INDIA) LIMITED

FE (INDIA) LIMITED

Name of Party Nature of Relationship Nature of Transactions

Mrs Abhilasha Agarwal Director/Promoter Remunaration & Other Expenses

on behalf

As per accounting standard 18 on “Related party Disclosure” issued by the Institute of CharteredAccountants of India the disclosure of transactions with the related party is as under:

Mr. Raja Ram Chandghotia COO RemunerationMrs. Deepti Dabral Company Secretary RemunerationMr. Praveen Chowdhary CFO RemunerationMrs. Rekha Chowdhary Key Managerial personal relative Professional Fees

Mrs. Rashmi Jain Key Managerial personal relative Rent Payments

Muren Impex Pvt. Ltd. Common Director Sale & Purchase R t P t d P t

Whitewood Trading Pvt. Ltd. Controlled by Promoter's Relative Rent Payments and Payments on

behalf

Kiran Tradewings Pvt Ltd Substantial Interest Payments on behalf, Loan

received and and given

Andaz Mercantile Pvt. Ltd. Promoter Group Payments on behalf, Loan recd

and and given E commodities Ltd. Common Director Sales

Payments on behalf Loan recd FE Aagrochem Pvt. Ltd. Controlled by Promoter

Payments on behalf ,Loan recd and and given

Nature of Transaction Amount in Rs. (Current Year) Amount in Rs. (Previous Year)

Remunaration 64,24,013 56,35,695 Professional Fees 7 87 500 21 00 500 Professional Fees 7,87,500 21,00,500 Rent Payment 24,60,000 23,55,000 Purchases 20,09,475 6,23,50,000 Sales 6,43,04,241 5,23,55,973 Loans/Adv Given/payments on behalf 1,51,12,569 5,66,10,032 Loans/Adv Recovered 1,16,40,904 5,39,48,263 Loans Received 25 76 24 000 2 22 53 741 Loans Received 25,76,24,000 2,22,53,741 Loans Paid back 5,03,88,996 61,62,500

2.32 The LIC Policies shown under the head 'Investments' amounting to Rs. 35 lacs had been taken in thename of whole time director on her life by the company out of its funds through its bankers. The WTDis also promoter of the company. The company was the intended beneficiary, however it could not bementioned on policies at the time of issuance of policies. The Director has given her consent forunconditional absolute assignment in favour of company and to deal with these policies as per free

2.33

unconditional absolute assignment in favour of company and to deal with these policies as per freewill of the company. The Company is in process of completing the assignment to register itselfultimate beneficiary of the policies.

In the current financial year the company has considered a stock loss recoverable of Rs 158.75 lacsfrom one of its clearing agent and his account represent net balance of Rs. 105.52 lacs debit as on31/03/2015 due to this claim.


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2.34

FE (INDIA) LIMITED

Information pursuant to the provisions of Section 22 of Micro, Small and Medium Enterprises

FE (INDIA) LIMITED

2.35 Segment Reporting

Development Act, 2006.

Company is operating in a single segment environment; there is no separate reportable segment whichcontributes more than 10% in commercial/economic activities of the company(i.e. assets, liabilities,revenue losses etc ) than its main business activities i e trading in agriculture product Hence

As per Information obtained from the parties,none of the parties are covered under the Micro, Smalland Medium Enterprises Development Act, 2006.Hence no disclosure is required.

2.36

revenue, losses etc.), than its main business activities i.e. trading in agriculture product. Hencereporting under Accounting standard-17 "Segment Reporting" is not applicable.

In the opinion of the management, the current assets, loans and advances except the accounts

The accounts of certain Sundry Debtors and Creditors, Advances for supplies and are subject toconfirmation / reconciliation and adjustment, if any. The Management does not expect any materialdifference affecting the current year’s financial statements.

2.37

2.38

classified under doubtful catagory are expected to realize at least the amount at which they arestated , if realized in the ordinary course of business and provision for all known liabilities have beenadequately made in the books of accounts.

The Current Year refers to the period January 1 2014 to March 31, 2015. (Previous year refers toOctober 01, 2012 to December 31, 2013)

The company has not spent any amount on CSR activities during the period.

2.39

As per our report attachedfor LMSC & CO.Chartered AccountantsFi ' R i t ti N 021763N

Octobe 0 , 0 to ece be 3 , 0 3)

The previous year figures have been regrouped, rearranged and reclassified wherever necessary toconform to this year’s classification.




Sd/ Sd/ Sd/- Sd/-New Delhi Deepti Dabral Praveen ChowdharyJune 06th, 2015 Company Secretary Chief Financial Officer

M.No: 25110


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FE (INDIA) LIMITED

FE (INDIA) LIMITED Reg. Off: W-19, Greater Kailash, Part-II, New Delhi-110048

CIN: L74899DL1994PLC061447 Telephone No.: 011-47329900, 29210133, Fax: 011-40537611

Email: [email protected], Website: www.fegroup.co.in

ATTENDANCE SLIP

20th Annual General Meeting on 30th September, 2015

Name of the Member attending meeting

Reg. Folio/DP & Client No.

No. of Shares held

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company. I hereby record my presence at the 20th Annual General Meeting of the Company at Hotel Royal Castle Grand, D-616, Chittaranjan Park, New Delhi-110019 at 09:00 AM on Wednesday, the 30th September, 2015.

Members’ Name Proxy’s Name

Members’/Proxy Signatures

Note:

1) Please fill this attendance slip and hand it over at the entrance of the premises. 2) The Proxy, to be effective should be deposited at the registered office of the Company not less than FORTY

EIGHT HOURS(48) before the commencement of the meeting. 3) A Proxy need not be a member of the Company. 4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be

accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

--------------------------------------------------------------to cut here----------------------------------------------------------------------

Electronic Voting Particulars

Note: Please read the instructions printed under the Note No. 16 to the Notice dated September 01, 2015 of the Twentieth Annual General Meeting. The voting period starts from 10:00 a.m. (IST) on Sunday, September 27, 2015 and ends at 05:00 p.m. (IST) on Tuesday, September 29, 2015. The voting module shall be disabled by CDSL for voting thereafter.

Electronic Voting Sequence No. (EVSN) User ID Default PAN/ Sequence Number

150902073

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FE (INDIA) LIMITED

FE (INDIA) LIMITED Reg. Off: W-19, Greater Kailash, Part-II, New Delhi-110048

CIN: L74899DL1994PLC061447 Telephone No.: 011-47329900, 29210133, Fax: 011-40537611

Email: [email protected], Website: www.fegroup.co.in

Form No. MGT-11

Proxy Form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

Name of the Member(s) Registered Address E-mail Id Folio No /Client ID DP ID

I/We, being the member(s) holding ____________ shares of the above named Company, hereby appoint

Name : E-mail Id: Address: Signature , or failing him



as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 20th Annual General Meeting of the company, to be held on Wednesday, 30th day of September, 2015 at 09:00 a.m. at Hotel Royal Castle Grand, D-616, Chittaranjan Park, New Delhi-110019 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sl. No. Ordinary Business Vote For Against

1. Adoption of Statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’s for the financial year 31st March, 2015

2. Re-appointment of Mr. Ravi Joshi who retires by rotation

3. Re-appointment of M/s L M S C & Co. , Chartered Accountants as Statutory Auditors & fixing their remuneration

Special Business 4. Appointment of Mrs. Abhilasha Agarwal as Whole Time Director 5. Appointment of Mr. Mukesh Jain as an Independent Director 6. Appointment of Mr. Abhishek Mishra as an Independent Director

7. Appointment of Mr. Sumedh Khanna Bhardwaj as an Independent Director Signed this _____day of _____2015 Signature of Shareholder Signature of Proxy holder Signature of the shareholder across Revenue Stamp Note: 1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of

the Company not less than 48 hours before the commencement of the Meeting. 2) The proxy need not be a member of the company

Affix Revenue Stamps of Rs. 1/- w

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