Mar 31, 2015
The Directors have great pleasure in presenting 30TH ANNUAL REPORT on
the business and operations of your Company with the Audited Accounts
for the year ended 31st March, 2015. The financial results of the
Company are summarized below:
1. FINANCIAL RESULTS:
YEAR ENDED YEAR ENDED
PARTICULARS ST ST
31 MARCH 2015 31 MARCH 2014
Total Revenue 72,189,761 10,901,341
Profit before Taxation (278,603) 911935
Provision for Taxation
Current Tax - 267914
Deffered Tax 2,130 -
Tax of earlier year 269,260 (52,441)
Profit/(Loss) After Tax (549,993) 696462
FINANCIAL HIGHLIGHTS:
- Income from operations stood at Rs. 721.90 Lacs for fiscal 2015.
- Profit/(Loss) before taxes for fiscal 2015 was (2.79) Lacs.
- Profit/(Loss) after taxes for fiscal 2015 was Rs. (5.50) Lacs.
- Basic Earning Per Share for fiscal 2015 was Rs. (0.01) per share.
- Net Worth of Company stood at Rs. 1717.92 Lacs
2. RESERVES:
The Company does not propose to carry any amount to reserves.
3. DIVIDEND:
The directors do not recommend any dividend for the year under
consideration.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report is enclosed as a part of
this report.
5. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report. Certificate from
the Statutory Auditors M/s. S A R A & Associates., Practicing Chartered
Accountants Mumbai of the company confirming the compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is included as a part of this report.
6. LISTING WITH STOCK EXCHANGE:
The Company's shares are listed on BSE Limited. However the Company has
been suspended from BSE Limited due to penal reasons w.e.f 31st
December 2014.
7. DIRECTORS:
Mr. Chandrakant Mane was appointed by the Board w.e.f. 14th November
2014 and subsequently resigned from Board with effect from 15th April
2015
The independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
The directors of the Company have confirmed that they are not
disqualified from being appointed as Directors in terms of Section 164
of the Companies Act, 2013.
7.1 Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, a separate exercise was carried out to evaluate
the performance of individual Directors including the Chairman of the
Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the
interest of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Whole Time Director and the Non Independent Directors
was carried out by the Independent Directors. The board also carried
out annual performance evaluation of the working of its Audit,
Nomination and Remuneration as well as Shareholders / Investors
Relations and Grievance Committee. The Directors expressed their
satisfaction with the evaluation process.
7.2 Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The remuneration policy as
adopted by the company envisages payment of remuneration according to
qualification, experience and performance at different levels of the
organization.
7.3 Details of Meetings held:
During the year ten Board Meetings and one independent directors'
meeting were held. The Details of the meetings and attendance thereof
have been given in Corporate Governance Report. The provisions of
Companies Act, 2013 and listing agreement were adhered to while
considering the time gap between two meetings.
7.4 Re- Constitution of Committees
The Board has constituted an Audit Committee, Nomination & Remuneration
Committee and a Shareholders / Investors Relations And Grievance
Committee, the details of which have been mentioned in the Corporate
Governance Report.
8. AUDITORS:
(i) Statutory Auditor
The retiring auditors, namely M/s S A R A & Associates, Practicing
Chartered Accountants, Mumbai, hold Office until the conclusion of the
forthcoming Annual General Meeting and are seeking re-appointment. They
have confirmed that their appointment if made, at the Annual General
Meeting, will be within the limits prescribed under Companies Act,
2013. They have also confirmed that they hold a valid peer review
Certificate as prescribed under Clause 41(1)(h) of the Listing
Agreement. Members are requested to consider their reappointment
(ii) Secretarial Auditor:
According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, Ms. Binu Singh, Company Secretary in
Practice has been appointed as the Secretarial Auditor. The Secretarial
Audit Report submitted by Secretarial Auditor - is enclosed as a part
of this report in Annexure-1.
(iii) Internal Auditor:
M/S Singhal & Sewak Associates, Practicing Chartered Accountants,
Mumbai performed the duties of internal auditors of the company for the
year 2014-15 and their report is reviewed by the audit committee from
time to time.
9. Comment on Auditor's Report:
Statutory Auditor:
With respect to preliminary expenses, the Company had incurred certain
expenses on account of further issue of shares as revenue expenditure
which were treated as Preliminary expenses in the books of accounts of
the Company. Out of the said expenses, 1/5 has been debited to Profit &
loss account for the financial year 2014-2015 and balance has been
carried forward for the next years with expectation of future benefit.
The management has now decided that if any benefit will not arises in
the next financial year 2015-2016 then all the preliminary expenses will
be written off in compliance with Accounting Standard 26.
As regards not making provision for retirement benefits of employees,
the same has not been done in view of the meager staff strength.
Secretarial Auditor:
As regards the Company not having appointed the Key Managerial
Personnel i.e. Company Secretary and Chief Financial Officer as required
under section 203 of the Companies Act, 2013, the Company has made
suitable efforts for the recruitment of suitable candidate for the post
of Company Secretary and CFO.
As regards delay in fling of certain returns/ forms with the Registrar
of Companies, these forms/returns have been fled by making the payment
of the additional fee as prescribed by the law.
With regards to SEBI interim order dated December 19, 2014 the company
has fled an appeal with Securities Appellate Tribunal on 12.01.2015
against the above said order. The hearing took place and Securities
Appellate Tribunal has directed the SEBI in the hearing held on 21st
July 2015 to conclude the investigation and passed appropriate order on
merits and accordance with law as expend as possible prefferable by
June 30, 2016.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
i. That in the preparation of the annual accounts for the financial year
ended 31st March, 2015 the applicable accounting standard had been
followed along with proper explanation relating to material departures.
ii. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
Profit and loss of the Company for the year under review.
iii. That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
iv. That the directors had prepared the accounts for the financial year
ended 31st March, 2015 on a going concern basis.
v. That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi. That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Conservation of energy and technology absorption information pursuant
to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is not applicable. There is no Foreign
Exchange Earnings and Outgoes during the year.
12. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at
www.ffslonline.com/whistleblower.html
13. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC 2 is enclosed as
Annexure 2.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules there under and the
Listing Agreement. This Policy was considered and approved by the Board
and has been uploaded on the website of the Company at
www.ffslonline.com/relatedparty.html
14. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure 3.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
16. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL
(KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
Sr Directors Name Designation Remune
ration Remune
ration Increase/ Ratio/ Times
per
No 2014-
2015 2013-
2014 Decrease Median of
employee
remuneration
1 Nirmal Singh
Mertia Whole Time
Director 341,282 364,076 -22,794 2.32
17. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The company has been addressing various risks impacting the company and
the policy of the company on risk management is provided elsewhere in
this annual report in Management Discussion and Analysis
18. DEPOSITS:
The Company has not accepted or invited any deposits during the
financial year 2014-2015
19. PARTICULARS OF EMPOLYEES UNDER COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RILES, 2014
The provisions of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended are not applicable to the company, as there are no employees
whose remuneration is in excess of the limits prescribed.
20. CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 2013, the Cash flow Statement for the
year ended 31.03.2015 is annexed here to as a part of the Financial
Statements.
21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the company. The Company continues to ensure proper
and adequate systems and procedures commensurate with its size and
nature of its business.
22. SEBI ORDER:
The SEBI has passed an ex-parte ad interim order dated December 19,
2014 under Section 11 (1), 11 (4) and 11 (B) of the Securities Exchange
Board of India Act, 1992 for your Company for not accessing the capital
market. Further SEBI also passed a final order dated 20th April 2015 in
continuation of the interim order passed on 19th December 2014. Further
SEBI has also restricted Mr Nirmal Singh Mertia, Whole Time Director of
our Company for not accessing the capital market vide same order.
Your company has fled an appeal with Securities Appellate Tribunal
(SAT) on 12.01.2015 against the above said order. The hearing took place
and Securities Appellate Tribunal has directed the SEBI in the hearing
held on 21st July 2015 to conclude the investigation and passed
appropriate order on merits and accordance with law as expendiously as
possible prefferebly by June 30, 2016.
Further your Company has been suspended from BSE Ltd in equity trading
due to penal reasons w.e.f 31.12.2014
23. POSTAL BALLOT:
During the year one postal ballot held for the purpose of shifting of
the registered Office of your Company from Chennai, state of Tamil Nadu,
to Mumbai state of Maharashtra. The Shareholders approved the Shifting
of Registered Office of the Company on May 7, 2015 by passing a special
resolution in this regard. Your Company has fled a petition with the
Regional Director Southern Region on 30.06.2015 for the purpose. The
matter is under process.
24. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
A policy on Sexual Harassment of Women At Workplace has been drafted
and approved by the Board in its meeting held on May 30, 2015.
A committee namely Local Control Committee has been construed for
protection of women against Sexual Harassment at the workplace
consisting the following:
Name of the Member Designation
Ms. Ritu Tusham Chairman
Ms. Sunita Ravetkar Member
Mr. Nirmal Singh Mertia Member
The Committee will look after the complaints received from the women
employees and will also work for Safety of Women at workplace.
25 ACKNOWLEDGMENT:
Your Directors wish to thank and deeply acknowledge the cooperation and
assistance received from the Bankers and shareholders. The Director
also wishes to place on record their appreciation of the devoted
services of employees of the Company.
FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/-
PLACE: Mumbai Nirmal Singh Mertia Ritu Tusham
DATE : 14.08.2015 Whole Time Director Director
Mar 31, 2014
Dear members,
The Directors have great pleasure in presenting 29th ANNUAL REPORT on
the business and operations of your Company
with the Audited Accounts for the year ended 31st March, 2014. The
financial results of the Company are summarized below: FINANCIAL
RESULTS:
PARTCULARS YEAR ENDED YEAR ENDED
31st MARCH 2014 31ST MARCH 2013
Income from Operations 59,34,671 3,61,84,296
Profit before Taxation 911936 6905255
Provision for Taxation
Current Tax 267914 2111633
Deferred Tax - -
Tax of earlier year (52,441) -
Profit After Tax 6964631 4793621
FINANCIAL HIGHLIGHTS:
* Income from operations stood at Rs. 59.35 Lacs for fiscal 2014.
* Profit before taxes for fiscal 2014 was 9.12 Lacs.
* Profit after taxes for fiscal 2014 was Rs. 6.96 Lacs.
* Basic Earning Per Share for fiscal 2014 was Rs. 0.01 per share.
* Net Worth of Company stood at Rs. 1715.76 Lacs.
DIVIDEND:
Your Directors do not propose any dividend for the year ended
31.03.2014.
DIRECTORS:
During the year Mr. S Krishna Rao and Mr. Sambasivaiyer Swaminathan has
been resigned as the directors of the company with effect from 10th
August, 2013 and 7th July, 2014.
Mr. Nirmalsingh Mertia is re-appointed as Whole Time Director of the
Company for five years with effect from 27th July, 2014.
Mr. Vasalakotram Sudhakar and Ms. Ritu Tusham have been appointed as
additional directors of the company with effect from 10th August, 2013
and 7th July, 2014.
Mr. Vasalakotram Sudhakar and Ms. Ritu Tusham, directors of the
Company, are being appointed as independent directors for five
consecutive years for a term upto the conclusion of the Annual General
Meeting of Company in the 2019, as per provisions of Section 149 and
other applicable provisions of the Companies Act 2013.
Necessary resolutions for the appointment /re-appointment of the
aforesaid directors have been included in the notice convening the
ensuing AGM and details of the proposal for appointment /
re-appointment are mentioned in the explanatory statement of the
notice. Your directors commend their appointment / re-appointment.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section
274(1)(g) of the Companies Act, 1956.
A brief resume and other details, as stipulated under the Listing
Agreement for the above director seeking re-appointment is given as
Additional Information on Directors which forms part of the Notice.
REGISTERED OFFICE:
During the year registered office of the company shifted from No. 2C,
Ram Mansion, 2nd Floor, 367 Pantheaon Road, Egmore, Chennai, Tamilnadu
- 600008 to 2nd Floor, O.No. 24, N.No. 45, Venkata Maistry Street,
Mannady, Chennai - 600 001.
CORPORATE OFFICE:
Your Company has opened corporate office at 1513 & 1514, Maker Chambers
V, 221 Nariman Point, Mumbai - 400 021.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 271 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial
year 2013-2014 and of the Profit or Loss of the Company for the period.
(iii) Proper and sufficient care has been taken for the maintenances of
adequate accounting records in accordance with the provision of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) The Annual accounts have been prepared on a going concern basis.
STATUTORY AUDITOR:
M/s. S A R A & Associates., Chartered Accountant is appointed as
Statutory Auditor of the Company in place of M/s. Dharmaraj & Co.,
Chartered Accountants (on receipt of resignation letter from M/s.
Dharmaraj & Co.) Pursuant to the provisions of Section 139 and other
applicable provisions, if any, of the Companies Act, 2013
CORPORATE GOVERNANCE REPORT:
The Board had implemented Corporate Governance Code in pursuance of
clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report. The requisite
certificate from Statutory Auditors of the Company on implementation of
requirements of the Corporate Governance is also annexed herewith
forming part of this report.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits as on 31st March, 2014
so as to attract the provisions of Section 58A and 58AA of the
Companies Act, 1956 read with Companies (Acceptance of the Deposits)
Rules, 1975 as amended from time to time.
PARTICULARS OF EMPLOYEES:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1988 as amended, are not
applicable to the Company, as there are no employees whose remuneration
is in excess of the limits prescribed.
LISTING:
The Equity Shares of the Company are at presently listed with the BSE
Limited. The company is regular in payment of listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 1956, the Cash flow Statement for
the year ended 31.03.2014 is annexed here to.
CONSERVATION OF ENERGY:
Even though, the major activity of your company does not involve high
consumption of energy, your company is making all efforts to optimize
usage of energy.
TECHNOLOGY ABSORPTION:
Your Company has not imported any technology, hence no details are
given.
ACKNOWLEDGEMENT:
Your directors place on record their gratitude for the continued
co-operation and guidance extended by the Securities and Exchange Board
of India, Reserve bank of India, Stock Exchange and take this
opportunity to place on record their warm appreciation of the valuable
contribution, unstinted efforts and the spirit of dedication by the
employees and officers at all levels in the progress of the Company
during the year under review.
Your directors also express their deep gratitude for the assistance,
co-operation and support extended to your company by the bankers,
customers as well as the investing community and look forward to their
continued support.
By Order of the Board
For First Financial Services Limited
Sd/-
Place: Chennai Nirmalsingh Mertia
Date: 05.08.2014 Whole Time Director
Mar 31, 2013
To, The Members of FIRST FINANCIAL SERVICES LTD,
Chennai.
The Directors have great pleasure in presenting 28th ANNUAL REPORT on
the business and operations of your Company with the Audited Accounts
for the year ended 31st March, 2013. The financial results of the
Company are summarized below:
FINANCIAL RESULTS:
(Rs. In Lacs)
PARTICULARS YEAR ENDED YEAR ENDED
31st MARCH 2013 31ST MARCH 2012
Income from Operations 382.34 293.68
Depreciation Nil Nil
Profit before Taxation 69.05 38.62
Provision for Taxation 21.12 6.40
Profit after Taxation 47.94 32.22
Proposed Equity Dividend (16.15) -
Tax on Proposed Equity Dividend (2.62) -
DIVIDEND:
Your directors are pleased to recommend the dividend for the financial
year 2012-13 on Equity Shares of Rs.10/- each at 0.20 paise per share
equivalent to 2% aggregating to Rs. 16,14,952/- (Rupees Sixteen Lacs
Fourteen Thousand Nine Hundred Fifty Two Only)
FINANCIAL HIGHLIGHTS:
- Income from operations stood at Rs. 382.34 Lacs for fiscal 2013.
- Profit before taxes for fiscal 2013 was 69.05 Lacs.
- Profit after taxes for fiscal 2013 was Rs. 47.94 Lacs.
- Basic Earning per Share for fiscal 2013 was Rs. 0.61 per share.
- Net Worth of Company stood at Rs. 1703.48
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mr. Sambasivaiyer Swaminathan, Director
retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
During the year Mr. Sourabh Patodia and Mr. P. Natrajan have been
resigned as the directors of the company with effect from 31st October,
2012 and 20th February, 2013 respectively.
Further Mr. Sundaram Sankaranarayan resigned as the directors of the
company with effect from 15th April, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 271 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial
year 2012-2013 and of the Profit or Loss of the Company for the period.
(iii) Proper and sufficient care has been taken for the maintenances of
adequate accounting records in accordance with the provision of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv) The Annual accounts have been prepared on a going concern basis.
STATUTORY AUDITOR:
The retiring auditors, namely M/s. Dharmaraj & Co., Chartered
Accountants, Chennai hold office until the conclusion of the
forthcoming Annual General Meeting and are seeking re-appointment. They
have confirmed that their appointment if made, at the Annual General
Meeting, will be within the limits prescribed under sub section (1B) of
Section 224 of the Companies Act, 1956. Members are requested to
consider their re-appointment.
CORPORATE GOVERNANCE REPORT:
The Board had implemented Corporate Governance Code in pursuance of
clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report. The requisite
certificate from Statutory Auditors of the Company on implementation of
requirements of the Corporate Governance is also annexed herewith
forming part of this report.
PARTICULARS OF EMPLOYEES:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1988 as amended, are not
applicable to the Company, as there are no employees whose remuneration
is in excess of the limits prescribed.
LISTING:
The Equity Shares of the Company are at presently listed with the
Bombay Stock Exchange Limited. The company is regular in payment of
listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 1956, the Cash flow Statement for
the year ended 31.03.2013 is annexed here to.
CONSERVATION OF ENERGY:
Even though, the major activity of your company does not involve high
consumption of energy, your company is making all efforts to optimize
usage of energy.
TECHNOLOGY ABSORPTION:
Your Company has not imported any technology, hence no details are
given.
POSTAL BALLOT
Your company has took the approval from the members of the company for
diversification of the business by adopting the new objects by way of
postal ballot and accordingly your company has received approval and
inserted the wellness Spa and its related activities and exhibitions as
other objects of the Company.
ACKNOWLEDGEMENT:
Your directors place on record their gratitude for the continued
co-operation and guidance extended by the Securities and Exchange Board
of India, Reserve bank of India, Stock Exchanges and take this
opportunity to place on record their warm appreciation of the valuable
contribution, unstinted efforts and the spirit of dedication by the
employees and officers at all levels in the progress of the Company
during the year under review.
Your directors also express their deep gratitude for the assistance,
co-operation and support extended to your company by the bankers,
customers as well as the investing community and look forward to their
continued support.
By Order of the Board
For FIRST FINANCIAL SERVICES LTD.
Sd/- Sd/-
Nirmal Singh Mertia S. Krishna Rao
Executive Director Director
Place : Chennai
Date : 15.06.2013
Mar 31, 2012
The Members,
FIRST FINANCIAL SERVICES LTD,
Chennai.
The Directors have great pleasure in presenting 27TH ANNUAL REPORT on
the business and operations of your Company with the Audited Accounts
for the year ended 31st March, 2012. The financial results of the
Company are summarized below:
FINANCIAL RESULTS:
PARTICULARS YEAR ENDED YEAR ENDED
31st MARCH 2012 31st MARCH 2011
Income from Operations 293.68 133.22
Depreciation Nil Nil
Profit before Taxation 38.62 85.85
Provision for Taxation 6.40 Nil
Profit after Taxation 32.22 85.85
Appropriations
Profit after Tax 32.22 85.85
Balance available for appropriation 32.22 85.85
DIVIDEND :
No dividend has been declared by yours directors during the financial
year 2011-12 due to expansion of the business and your directors hope
for the better results in the future.
FINANCIAL HIGHLIGHTS :
- Income from operations stood at Rs. 293.68 Lacs for fiscal 2012.
- Profit before taxes for fiscal 2012 was 38.62 Lacs.
- Profit after taxes for fiscal 2012 was Rs. 32.22 Lacs.
- Basic Earning Per Share for fiscal 2012 was Rs. 1.54 per share.
- Net Worth of Company stood at Rs. 1215.49
DIRECTORS :
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mr. Ponnuswamy Natarajan, Director retires by
rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.
During the year, Mr. S G F Melkha Singh has resigned as a director of
the company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 271 (2AA) of the Companies Act, 1956
the Directors confirm that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(ii) Appropriate accounting policies have been selected and the
directors have applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial
year 2011-2012 and of the Profit or Loss of the Company for the period.
(iii)Proper and sufficient care has been taken for the maintenances of
adequate accounting records in accordance with the provision of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
(iv)The Annual accounts have been prepared on a going concern basis.
STATUTORY AUDITOR:
The retiring auditors, namely M/s. Dharmaraj & Co., Chartered
Accountants, Chennai, hold office until the conclusion of the
forthcoming Annual General Meeting and are seeking re-appointment. They
have confirmed that their appointment if made, at the Annual General
Meeting, will be within the limits prescribed under sub section (1B) of
Section 224 of the Companies Act, 1956. Members are requested to
consider their re-appointment.
CORPORATE GOVERNANCE REPORT:
The Board had implemented Corporate Governance Code in pursuance of
clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report. The requisite
certificate from Statutory Auditors of the Company on implementation of
requirements of the Corporate Governance is also annexed herewith
forming part of this report.
PARTICULARS OF EMPLOYEES:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1988 as amended, are not
applicable to the Company, as there are no employees whose remuneration
is in excess of the limits prescribed.
LISTING :
The Equity Shares of the Company are at presently listed with the
Bombay Stock Exchange Limited. The company is regular in payment of
listing fee.
CASH FLOW STATEMENT:
In conformity with the provisions of Clause 32 of the Listing agreement
and requirements of Companies Act, 1956, the Cash flow Statement for
the year ended 31.03.2012 is annexed here to.
CONSERVATION OF ENERGY:
Even though, the major activity of your company does not involve high
consumption of energy, your company is making all efforts to optimize
usage of energy.
TECHNOLOGY ABSORPTION:
Your Company has not imported any technology, hence no details are
given.
CAPITAL REDUCTION :
Your company has already intimated you regarding reduction in paid-up
capital of the Company . On 19th April, 2011, The Hon'ble High Court
of Madras had approved the Reduction of Share Capital and the same is
registered with the Registrar of Companies, Tamil Nadu on 4th May,
2011. Hence, the paid up share capital of the company has been reduced
from Rs. 3,74,76,000 divided into 37,47,600 equity share of Rs. 10/-
each to Rs. 37,47,600 divided into 3,74,760 equity shares of Rs. 10/-
each by cancelling 33,72,840 equity shares of Rs. 10/- each i.e by
cancelling 9 equity shares for every 10 shares of Rs. 10/- each held by
the shareholders.
PREFRENTIAL ALLOTMENT :
Your company has already intimated you regarding the issue of
1,09,00,000 Equity shares at a price of Rs. 10/- each through the
preferential allotment through the Extra-Ordinary General meeting held
on 25th August, 2011. But the Board of Directors at their Board meeting
held on 8th December, 2011 made the allotment of 54,50,000 Equity
shares at a premium Rs. 10/- each i.e. FV Rs. 10/- along with Rs. 10/-
premium.
Further your Company has also intimated regarding the issue of
30,00,000 Equity shares of Rs. 10/- each issued at a price of Rs. 20/-
each through the preferential allotment through the Extra-Ordinary
General meeting held on 12th March, 2012. And the Board of Directors at
their Board meeting held on 28lh April, 2012 made the allotment of
22,50,000 Equity shares at a premium Rs. 10/- each i.e. FV Rs. 10/-
along with Rs. 10/- premium.
Accordingly your company paid up capital now increased to 80,74,760
equity shares of Rs. 10/- each.
CONNECTIVITY WITH CDSL AND NSDL
Your Company JiasS got the approval from CDSL for the ISIN acitvatien
on 16th February, 20112 and approval from NSDL on 2nd March 2012 and
ae&ordingly your company has entered the TripantUe Agreement for
Dematerialization of shares.
ACKNOWLEDGEMENT:
Your directors place on record their gratitude for the continued
co-operation and guidance extended by the Securities and Exchange Board
of India, Reserve bank of India, Stock Exchanges and take this
opportunity to place on record their warm appreciation of the valuable
contribution, unstinted efforts and the spirit of dedication by the
employees and officers at all levels in the progress of the Company
during the year under review.
Your directors also express their deep gratitude for the assistance,
co-operation and support extended to your company by the bankers,
customers as well as the investing community and look forward to their
continued support.
By Order of the Board
For FIRST FINANCIAL SERVICES LTD.
Sd/-
S. Krishna Rao
Director
Place: Chennai
Date: 13.08.2012
Mar 31, 2010
The Directors have great pleasure in presenting 25th ANNUAL REPORT
along with the Audited Balance Sheet and Profit And Loss Account, for
the year ended 31st March, 2010.
1. FINANCIAL RESULTS: (Amt. In Rs.)
PARTICULARS Year ended
2009 2010(7months)
Total Income (18,183) 43,256
Depreciation 2,22 2,992
Profit/(Loss) before Taxation (2,241,175) 43,256
Provision for Taxation 0 0
Deferred Tax Liabilities 0 0
Brought Forward From Previous Year (38,918,717) (41,159,892)
Appropriations
Profit after Tax (2,241,175) 43,256
Amt. available for Appropriation (41,159,892) (41,116,636)
2. OPERATIONS:
During the year Companies performance was satisfactory in comparison to
previous year as net profit before tax is Rs.43,256.
3. DIVIDEND:
In the absence of sufficient profits, your Directors did not recommend
any dividend for the current year.
4. DIRECTORS:
During the year Mr. P Natarajan, Director of the company are retiring
by rotation & being eligible offers themselves for reappointment.
Mr. Krishna Rao and Sri S G F Melkha Singh appointed as director in the
board meeting held on 05.06.2010.
Mr. Joshi Krishnan and Smt. N Jayanthi resigned as Director wef
07.06.2010.
DIRECTORS RESPONSIBILITY STATEMENT;
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
financial year and of the Profit or Loss of the Company for that
period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
5. FIXED DEPOISTS:
The company law board has passed an order on 27Ã January 1999 fixing
the scheme of repayment of deposit by the company. The fixed deposit
scheme out standing at the time of the order was Rs. 440.01 Lacs and
outstanding as on the balance sheet date was Rs. 18.88 Lacs.
6. AUDITORS:
M/s. SHABBIR & ASSOCIATES., Chartered Accountants, will holds office
until the conclusion of the forthcoming Annual General Meeting. He has
signified his willingness to accept re-appointment and has further
confirmed his eligibility under Section 224 (IB) of the Companies Act,
1956.
7. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of section 212 of the
Companies Act, 1956 is not applicable.
8. CORPORATE GOVERNANCE CODE:
The Board had implemented Corporate Governance Code in pursuance of
clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report. The requisite
certificate from Statutory Auditors of the Company on implementation of
requirements of the Corporate Governance is also annexed herewith
forming part of this report.
9. PARTICULARS OF EMPLOYEES;
Particulars of employees, as required by section 217 (2A) of the
Companies Act, 1956 read with companies (Particulars of Employees)
Rules, 1975 as amended, are not given as no employees are drawing
salary in excess of the limits of the section 217 (2A).
10. CONSERVATION OF ENERGY:
Even though, the major activity of your company does not involve high
consumption of energy, your company is making all efforts to optimize
usage of energy.
11. TECHNOLOGY ABSORPTION:
Your Company has not imported any technology, hence no details are
given.
12. APPRECIATION:
The Directors wish to take this opportunity to thank all the
Shareholders, Banks & Customers for their Co-Operation & support
extended to the company.
By Order of the Board
For FIRST FINANCIAL SERVICES LTD.
Place: Chennai P. Natarajan
Date: 07-06-2010 Director
Aug 31, 2009
The Directors have pleasure in presenting to you the 24th Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended from 31st August 2009.
WORKING RESULTS AND REVIEW OF OPERATIONS
31.08.09 31.08.08
Rs. Rs.
Profit before depreciation and tax (18,183) (5,168)
Depreciation & Lease equalisation 2,222,992 2,222,992
Profity(loss)before tax (2,241,175) (2,228,160)
Provision for taxation
Brought forward from previous year (38,918,718) (36,690,557)
Balance carried forward (41,159,893) (38,918,718)
DIVIDEND
Due to inadequacy of profits, your Directors do not recommend payment
of any dividend for the financial period under report.
MANAGEMENT DISCUSSION AND ANALYSIS
a. Industry Structure & Developments
The Company is an NBFC engaged in hire purchase and financial service
activity. However due to cancellation of the registration by RESERVE
BANK OF INDIA, the company is in the process of repaying all the loans
and deposits.
b. Performance
The income from operations for the period ended 31st August 2009 was
Nil as against Nil for the previous year.
Your Company has made a net loss of Rs.22.41 lakhs during the year as
against a net loss of Rs.22.28 Lakhs made during the previous year.
c. Segment-wise performance
Not applicable since the Company operates in a single segment.
d. Concerns
The Companys operations are only paying the liabilities both secured
and unsecured loans and deposits. Your company is earnestly making all
efforts to speed up the recoveries. Out look of the Company will
improve only after it repays the debts for which the Management of the
company is actively working.
f. Intemal control systems
Your company has a proper and adequate system of internal controls to
ensure that all the assets are safeguarded and protected against loss
from unauthorised use or disposition.
g. Human resource and industrial relations
At present only the Managing Director of the company is taking care of
the operations. No other paid staff is employed.
FIXED DEPOSITS
The Company Law Board has passed an order on 27th January 1999 fixing
the scheme of repayment of deposit by the company. The fixed deposits
outstanding at the time of the order Rs.440.01 lacs and outstanding on
the Balance Sheet was Rs. 18.88 Lacs.
AUDITORS
The present Auditors, M/s. V.A.S. Mani & Co., retire at the forthcoming
Annual General Meeting.
CONSERVATION OF ENERGY PURSUANT TO SECTION 217(1-E)
The Company has no activities relating to conservation of energy or
technology absorption.
DETAILS OF FOREIGN EXCHANGE EARNINGS AND OUTGO
There has been no Foreign Exchange earning or outgo.
STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956
There are no particulars to be furnished under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT:
As required by sub-section(2AA) of Section 217 of the Companies
Act,1956 directors state:-
That in the preparation of annual accounts, the applicable accouting
standards have been followed along with proper explanation relating to
material departures.
That the directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affiars
of the company at the end of the financial year and of the profit or
loss of the company for that period.
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,1956, for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities.
That the annual accounts have been prepared on a going concern basis.
DIRECTORS
The Directors Mr.K Joshi retires by rotation at the ensuing Annual
General Meeting and being eligible is offering herself for
reappointment.
Directors hereby declare that none of the Directors disqualified u/s
274 of the Companies Act,1956 from acting as Directors of this Company.
CORPORATE GOVERNANCE
Your Company is in the process of complying with the requirements of
the Corporate Governance Code prescribed by SEBI. A report on Corporate
Governance, to the extent the same is implemented, is annexed.
ACKNOWLEDGEMENT
Your Directors thankfully acknowledge the co-operation and assistance
extended by the Bankers, Depositors and Government Departents and
agencies.
For and on behalf of the Board
Place: Chennai P. NATARAJAN. Director
Date : 29th January 2010 Managing Director
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