Directors Report of First Financial Services Ltd.

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

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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

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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

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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

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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 27™ 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

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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