FIRST FINANCIAL SERVICES LTD
Your Directors have great pleasure in presenting 32nd ANNUAL REPORT on thebusiness and operations of your Company with the Audited Accounts for the year ended 31stMarch 2017. The financial results of the Company are summarized below:
1. FINANCIAL RESULTS
|PARTICULARS ||FINANCIAL YEAR ENDED 31st MARCH 2017 ||FINANCIAL YEAR ENDED 31st MARCH 2016 |
|Total Revenue ||119634058.00 ||116307942.00 |
|Profit/(Loss) before Taxation ||(1838349.00) ||(7539988.00) |
|Provision for Taxation || || |
|Current Tax ||- ||- |
|Deferred Tax ||1856.00 ||1547.00 |
|Tax of earlier year ||- ||- |
|Profit/(Loss) After Tax ||(1840205.00) ||(7541535.00) |
Profit/(Loss) before taxes for fiscal 2017 was Rs (1838349).
Profit/(Loss) after taxes for fiscal 2017 was Rs. (1840205).
Basic Earning Per Share for fiscal 2017 was Rs. (0.02) per share.
Net Worth of Company stood at Rs.162410390.
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 Re. 1/- (Rupee One) each.
The Paid-up Share Capital of the Company is Rs. 80747600/- (Rupees Eight Crores SevenLakh Forty Seven Thousand and Six Hundred only) divided into 80747600 (Eight CroresSeven Lakh Forty Seven Thousand and Six Hundred) Equity Shares of Re. 1/- (Rupee One)each.
The directors do not recommend any dividend for the year under consideration.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report is enclosed as a part of this report.
6. 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. ACertificate from the Statutory Auditors M/s. S A R A & Associates. PracticingChartered Accountants Mumbai of the Company confirming the compliance with the conditionsof Corporate Governance as stipulated of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed as a part of this report in Annexure-4.
7. LISTING WITH STOCK EXCHANGE
The Company's shares are listed on BSE Limited. However the Company has been suspendedfrom BSE Limited w.e.f. 31st December 2014.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) CHANGES IN DIRECTORS
a. Mrs. Chandrika Panchal (DIN-07227061) was appointed as the Additional Director ofthe Company on 28th May 2016.
b. Ms. Ritu Tusham (DIN-06896437) ceased to be the Director of the Company w.e.f. 28thMay 2016.
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 Six times during the year on 28thMay 2016 20th July 2016 13th August 2016 26th August2016 12th November 2016 and 13th February 2017 in respect of whichproper notices were given and proceedings were properly recorded signed and maintained inthe Minutes Book kept by the Company for the purpose. The intervening gap between theMeetings 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 Girish Panchal (Chairman) |
| ||Mr. Nirmal Singh Mertia (Member) |
| ||Mr. Girishkumar Panchal (Member) |
|Nomination and Remuneration Committee ||Mrs. Chandrika Girish Panchal (Chairman) |
| ||Mr. Nirmal Singh Mertia (Member) |
| ||Mr. Girishkumar Panchal (Member) |
|Stakeholders Relationship Committee ||Mr. Girishkumar Panchal (Chairman) |
| ||Mr. Nirmal Singh Mertia(Member) |
| ||Mrs. Chandrika Girish 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.
9. 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.
10. 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.
11. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE COMPANIES(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 Company for the financial year:
|Sr No ||Director's Name ||Designation ||Remuneration 2016-2017 ||Remuneration 2015-2016 ||Increase/ Decrease ||Ratio/Times per Median of employee remuneration |
|1. ||Nirmal Singh Mertia ||Whole Time Director ||334000 ||314361 ||19639 ||4.93% |
ii. The percentage increase in the median Remuneration of employees in the financialyear: Not applicable
iii. The explanation on the relationship between average increase in Remuneration andCompany Performance: Not applicable
iv. Comparison of the Remuneration of the Key Managerial Personnel against theperformance of the Company: The remuneration of the Key Managerial Personnel was 2.59% ofrevenue from operation of the Company for the financial year 2016-17.
v. Variations in the Market Capitalization of the Company Price Earnings Ratio as atthe Closing Date of the Current Financial Year and Previous Financial Year: Your Companyhas been suspended from BSE Ltd in equity trading w.e.f. 31st December 2014.
vi. Percentage Increase or Decrease in the Market Quotations of the Equity Shares ofthe Company in comparison to the rate at which the Company came out with last PublicOffer: Your Company has been suspended from BSE Ltd in equity trading w.e.f. 31stDecember 2014.
vii. Comparison of each remuneration of the Key Managerial personnel against theperformance of the Company:
|Key Managerial Personnel ||% of Revenue |
|Mr. Nirmal Singh Mertia Whole Time Director ||2.59% |
viii. The key parameters for any variable component of remuneration availed by thedirectors: Not Applicable
ix. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.
x. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms 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 (Appointment andRemuneration of Managerial Personnel) Rules 2014.
i) Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rulesframed thereunder the term of the Statutory Auditors of the Company ie. M/s S A R A &Associates Chartered Accountants (Firm Registration No: 120927W) is subject toratification by the members of the Company in the ensuing Annual General Meeting.
ii) Secretarial Auditor
According to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Secretarial Auditor - Somani & Associates(Company Secretaries) (M. No. F9364 COP No. 8642) Company Secretary in Practice isenclosed as a part of this report in Annexure-1.
iii) Internal Auditors
M/s Chandrakant Matolia Chartered Accountants Mumbai performs the duties of InternalAuditors of the Company and their report is reviewed by the Audit Committee from time totime.
13. COMMENT ON AUDITOR'S REPORT
The Statutory Auditor's report is self explanatory in nature.
As regards to non compliance with few provisions of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 we would like to state that due to sometechnical reasons payment of NSDL and CDSL got delayed and hence Benpose could not begenerated.
As regards the Company not having appointed the Key Managerial Personnel i.e. CompanySecretary and Chief Financial Officer as required under Section 203 of the Companies Act2013 the Company has made suitable efforts and given an advertisement for the recruitmentof suitable candidate for the post of Company Secretary.
As regards delay in filing of certain/forms with the Registrar of Companies theseforms/returns have been filed by making the payment of additional fee as prescribed by thelaw.
Further delay in filing of quarterly compliances to BSE your company has been regularafter quarter ended June 2016.
With regards to SEBI order dated 19th December 2014 some interim reliefhas been granted to Company vide order dated 25th August 2016.
Your Company believes in best investor relation practices. Hence Management of theCompany ensures to be more careful and dedicated in all of the compliances henceforth.
14. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2017 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 31stMarch 2017 on a going concern basis.
v) That the directors had laid down internal financial controls to be followed by theCompany 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.
15. 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.
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww. ffslonline.com.
17. RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arm'slength 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 AOC-2 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 www.ffslonline.com.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 if any are given in the notes to the FinancialStatements.
20. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this annual report in ManagementDiscussion and Analysis.
The Company has not accepted or invited any deposits during the financial year2016-2017.
22. 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 31.03.2017 is annexed here to as a part of theFinancial Statements.
23. SEBI ORDER
The SEBI passed an ex-parte ad interim order dated 19th December 2014 tothe Company under Section 11 (1) 11 (4) and 11 (B) of the Securities Exchange Board ofIndia Act 1992 for your Company for not accessing the capital market. Further SEBI alsopassed a final order dated 20th April 2015 in continuation of the interimorder passed on 19th December 2014.
Your Company filed an appeal with Securities Appellate Tribunal on 12thJanuary 2015 against the above said order. SAT directed SEBI to conclude theinvestigation and pass appropriate order on merits and in accordance with law expediously.On the order date 25th August 2016 SEBI granted some interim relief to yourCompany. Currently SEBI is conducting its investigation.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
There was no case filed 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 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 || |
|Date: 31st August 2017 || |
For First Financial Services Limited
| ||Sd/- ||Sd/- |
| ||Mr. Nirmal Singh Mertia ||Mr. Girishkumar Panchal |
| ||Whole Time Director ||Director |
| ||(DIN: 03584434) ||(DIN: 07227360) |