FIRST FINANCIAL SERVICES LTD (CIN: L85100TN1984PLC011231) Chennai
Your Directors have great pleasure in presenting 34 ANNUAL REPORT on the business andoperations of your Company with the Audited Accounts for the year ended 31st March 2019.The financial results of the Company are summarized below:
1. FINANCIAL RESULTS
|PARTICULARS ||FINANCIAL YEAR ENDED 31st MARCH 2019 ||FINANCIAL YEAR ENDED 31st MARCH 2018 |
|Total Revenue ||5836992.00 ||49212636.00 |
|Profit/(Loss) before Taxation ||(38478376.00) ||(2655546.00) |
|Provision for Taxation ||- ||- |
|Current Tax ||- ||- |
|-Deferred Tax ||- ||3437814.00 |
|Tax of earlier year ||- ||133667.00 |
|Profit/(Loss) After Tax ||(38478376.00) ||(6227027.00) |
Profit/(Loss) before taxes for scal 2019 was Rs.(38478376).
Profit/(Loss) after taxes for scal 2019 was Rs. (38478376).
Basic Earning Per Share for scal 2019 was Rs. (0.48) per share.
Net Worth of Company stood at Rs. 140153211.00
The Company does not propose to carry any amount to reserves.
3. CAPITAL STRUCTURE
There was no change in the Authorized and Paid-up Share Capital of the Company duringthe year.
The Authorized Share Capital of the Company is Rs. 160000000/- (Rupees Sixteen Croresonly) divided into 160000000 (Sixteen Crores) Equity Shares of Rs. 1/- (Rupee One) each.
The Paid-up Share Capital of the Company is Rs. 80747600/- (Rupees Eight Crores SevenLacs Forty Seven Thousand and Six Hundred only) divided into 80747600 (Eight CroresSeven Lacs Forty Seven Thousand and Six Hundred) Equity Shares of Rs. 1/- (Rupee One)each.
The directors do not recommend any dividend for the year under consideration.
5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany.
6. CHANGE IN NATURE OF BUSINESS
There is no change in nature of business carried on by the Company.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is enclosed as a part of this report.
8. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A report on Corporate Governance is included as a part of this Annual Report. ACerti cate from the Statutory Auditors M/s. Singhal & Sewak. Practicing CharteredAccountants Mumbai of the Company con rming the compliance with the conditions ofCorporate Governance as stipulated of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed as a part of this report in Annexure-4.
9. LISTING WITH STOCK EXCHANGE
The Company's shares are listed on BSE Limited. However the Company has been suspendedfrom BSE Limited due to surveillance measures w.e.f 31st December 2014.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) CHANGES IN DIRECTORS
a) Mr. Selvaraj Selvam Arumai (DIN: 08268028) was appointed as the Additional Directorof the Company w.e.f. 28th October 2018.
ii) DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthere has been no change in the circumstances which may affect their status as IndependentDirectors during the year.
iii) CHANGES IN KEY MANAGERIAL PERSONNEL
There are no changes in the composition of the Key Managerial Personnel.
iv) MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company have met Ten times during the year on 30 May2018 8 June 2018 26th June 2018 14 August 2018 22nd August 2018 1st September 201828 October 2018 14 November 2018 31st December 2018 and 8 February 2019 in respect ofwhich proper notices were given and proceedings were properly recorded signed andmaintained in the Minutes Book kept by the Company for the purpose. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
v) COMMITTEES OF THE BOARD
The Company has constituted an Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee as per the provisions of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A detailednote on the Board and its Committees are provided under the Corporate Governance Sectionin this Annual Report. The composition of the Committees as per the applicable provisionsof the Act and Rules are as follows:
|Name of the Committee ||Composition of the Committee |
|Audit Committee ||Mrs. Chandrika Panchal (Chairperson) |
| ||Mr. Nirmal Singh Mertia (Member) |
| ||Mr. Girishkumar Panchal (Member) |
|Nomination and Remuneration Committee ||Mrs. Chandrika Panchal (Chairperson) |
| ||Mr. Girishkumar Panchal (Member) |
| ||Mr. Selvaraj Selvam Arumai (Member) |
|Stakeholders Relationship Committee ||Mr. Girishkumar Panchal (Chairman) |
| ||Mr. Nirmal Singh Mertia (Member) |
| ||Mrs. Chandrika Panchal (Member) |
vi) BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution and independenceof judgment thereby safeguarding the interest of the Company. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Whole Time Director was carried out by the Independent Directors. Theboard also carried out annual performance evaluation of the working of its AuditNomination and Remuneration as well as Stakeholders Relationship Committee. The Directorsexpressed their satisfaction with the evaluation process.
11. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Directors' Appointment and Remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inManagement Discussion and Analysis which forms part of this Report.
13. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THECOMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:-
The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
I. The percentage increase in Remuneration of each Director and ratio of theRemuneration of each Director to the median Remuneration of the employees of the Companyfor the financial year:
|Director's Name ||Designation ||Remuneration 2018-2019 ||Remuneration 2017-2018 ||Increase/Ratio/ Decrease ||Times per Median of employee Remuneration |
|1. Nirmal Singh Mertia ||Whole Time Director ||391723 ||376740 ||14983 ||3.119 |
|Sr No Director's Name ||Designation ||Remuneration 2018-2019 ||Remuneration 2017-2018 ||Increase/Ratio/ Decrease ||Percentage Increase/ Decrease in Remuneration |
iii. Afirmation that the remuneration is as per the remuneration policy of the Company:
The Company af rms that the remuneration is as per the remuneration policy of theCompany.
No employee of the Company is falling under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.
i) Statutory Auditors
The Company in its 33rd Annual General Meeting (AGM) held on 30th September 2018appointed M/s Singhal & Sewak (Firm Registration No. 011501C) Chartered AccountantsMumbai as its Statutory Auditors to hold office for the period of five consecutive yearsfrom the conclusion of the 33rd Annual General Meeting until the conclusion of 38th AnnualGeneral Meeting of the Company.
ii) Secretarial Auditor
According to the provisions of Section 204 of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Secretarial Audit Report submitted by Secretarial Auditor Somani &Associates (Company Secretaries) (M. No. F9364 COP No. 8642) is enclosed as a part ofthis report in Annexure-1.
iii) Internal Auditors
M/s Rahul Drolia Chartered Accountant Mumbai performs the duties of InternalAuditors of the Company and their report is reviewed by the Audit Committee from time totime.
15. COMMENT ON AUDITOR'S REPORT
The Statutory Auditor's report is self explanatory in nature.
The Company is in the process of appointing a Company Secretary and Chief Financial Ofcer required under section 203 of the Companies Act 2013 and making all necessary effortsfor the same.
With regards to SEBI's Ex Parte Ad Interim Order dated 19th December 2014 nal orderof the SEBI was passed on April 2 2018 which prohibited the Company from accessing thesecurities market for a period of further three years with effect from 2nd April 2018.
Your Company believes in best investor relation practices. Hence Management of theCompany ensures to be more careful /proactive and dedicated in all of the complianceshenceforth.
16. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors con rm that: st
i) That in the preparation of the annual accounts for the financial year ended 31March 2019 the applicable accounting standard had been followed along with properexplanation relating to material departures.
ii) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provision of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) That the directors had prepared the accounts for the financial year ended 31March 2019 on a going concern basis.
v) That the directors had laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively.
vi) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy and technology absorption information pursuant to section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 is not applicable to the Company. There are no Foreign Exchange Earnings and Outgoesduring the year.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://ffslonline.com/whistle-blower-policy/
19. RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on anarm's length basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee and the particulars ofcontracts entered during the year as per Form AOC2 is enclosed as Annexure2.
The Board of Directors of the Company have on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. This Policy was considered and approved by the Board and has been uploaded on thewebsite of the Company at http://ffslonline.com/related-party-transcation/
20. EXTRACT OF ANNUAL RETURN
As per amendment section 23 of the Companies(Amendment) Act 2017 extract of theAnnual Return in Form MGT-9 is annexed herewith as Annexure-3 as well as available on thewebsite of the Company at http://ffslonline.com
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 if any are given in the notes to the FinancialStatements.
22. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policyof the Company on risk management is provided elsewhere in this annual report inManagement Discussion and Analysis.
The Company has not accepted or invited any deposits during the financial year2018-2019.
24. DISCLOSURE OF MAINTENANCE OF COST RECORDS
Maintenance of Cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany.
25. CASH FLOW STATEMENT
In conformity with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and requirements of Companies Act 2013 the Cash flowStatement for the financial year ended 31.03.2019 is annexed here to as a part of theFinancial Statements.
SEBI: The SEBI passed an ex-parte ad interim order dated 19th December 2014 to theCompany under Section 11 (1) 11 (4) and 11 (B) of the Securities Exchange Board of IndiaAct 1992 for your Company for not accessing the capital market.
SEBI passed nal order in the same matter on 02 April 2018 and prohibited theCompany from accessing the securities market and further prohibit them from buyingselling or otherwise dealing in securities directly or indirectly or being associatedwith the securities market in any manner whatsoever for a period of three years from thedate of said order i.e. 02nd April 2018.
HIGH COURT: An Execution petition No. EXP. 240/2015 is pending for hearing beforeHigh Court (Delhi) in the matter of MS
Shoe East Ltd v/S First Financial services Limited as on 31st March 2019.
27. POSTAL BALLOT
During the year no postal ballots were held.
28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
There was no case led during the year under the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013. Further the Companyensures that there is a healthy and safe atmosphere for every women employee at theworkplace and have made necessary policies for safe and secure environment for womenemployees. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Work Place (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. The Company af rms that during the Yearunder review no complaints were received by the Committee for redressal.
The Directors wish to thank and deeply acknowledge the cooperation and assistancereceived from the Bankers and Shareholders. The Director also wishes to place on recordtheir appreciation of the devoted services of employees of the Company.
|Place: Mumbai || ||On behalf of the Board |
|st || || |
|Date: 31 August 2019 || ||For First Financial Services Limited |
| ||Sd/- ||Sd/- |
| ||Mr. Nirmal Singh Mertia ||Mr. Girishkumar Panchal |
| ||Whole Time Director ||Director |
| ||(DIN: 03584434 ||(DIN: 07227360) |