The Directors have pleasure in presenting the Twenty-First Annual
 Report and Audited Accounts for the year ended 31st March, 2012.
 
 Financial Results                                 (Rupees in Lacs)
 
                           2011-12     2010-11      2011-12     2010-11
 
 Stand-alone 
 Consolidated
 
 Total Income               579.36    1,548.96     8,034.77    9,140.02
 
 Profit before 
 depreciation and tax        72.35      821.99       124.59    2,079.31
 
 Depreciation                11.46       21.92       243.49      285.47
 
 Profit before tax           60.89      800.07      (118.90)   1,793.84 
 Provision for tax
 
 - Current tax               11.80      189.20      1 47.15      672.80
 
 - Current tax relating 
 to prior years (Net)         4.10       (1-93)       20.51       34.02
 
 - Deferred tax              (3.10)      (2.46)      (65.41)     (49.80)
 
 Profit after tax            48.09      615.26      (221.15)   1,136.82
 
 Balance brought forward 
 from the previous year   2,639.47    2,332.93     3,720.75    3,117.85
 
 Balance available 
 for appropriations       2,687.56    2,948.19     3,499.60    4,254.67 
 
 Transfer to 
 statutory reserve            -           -           34.50      102.50
 
 Transfer to general 
 reserve                      -          61.33          -        142.10
 
 Dividend                    64.40      247.39        64.40      247.39
 
 Tax on dividend              7.81         -          10.49       41.93
 
 Balance carried to 
 balance sheet            2,615.35    2,639.47     3,390.21    3,720.75
 Weighted average 
 number of equity 
 shares
 
 - Basic                12,683,674  122,24,953   12,683,674  122,24,953
 
 - Diluted              12,683,674  124,29,474   12,683,674  124,29,474 
 Nominal value per
 share (in rupees)           10.00       10.00        10.00       10.00 
 Basic and diluted 
 earnings
 per share
 
 - Basic (in rupees)          0.38        5.03        (1.74)       9.30
 
 - Diluted (in rupees)        0.38        4.95        (1.74)       9.15
 
 Working Results Standalone
 
 
 The income during the year 2011-12 stood at Rs.579.36 lacs as against
 Rs.1,548.96 lacs during the previous year.
 
 The profit before tax for the year was at Rs. 60.89 lacs as against
 Rs.800.07 lacs in the previous year. The profit after tax stood at
 Rs.48.09 lacs as against Rs.615.26 lacs in the previous year.
 
 Consolidated
 
 The consolidated income during the year 2011-12 stood at Rs.8,034.77
 lacs as against Rs.9,140.02 lacs during the previous year.
 
 During the year under review the company has on consolidated basis
 incurred a loss of Rs. 221.15 after tax as against a profit of
 Rs.1,136.82 lacs in the previous year.
 
 Dividend
 
 Your Directors have recommended dividend of Rs.0.50 per share (5%) on
 128,79,290 equity shares of Rs.10 each fully paid for the financial
 year 2011-12, subject to the approval of the shareholders at the
 ensuing annual general meeting. The total outflow on account of equity
 dividend will be Rs.64.40 lacs.
 
 Consolidated Financial Statements
 
 The Board of Directors of your company at its meeting held on May 30,
 2012 approved the consolidated financial statements for the financial
 year 2011-12 in accordance with the Accounting Standard (AS-21) and
 other applicable Accounting Standards issued by the Institute of
 Chartered Accountants of India as well as Clause 32 of the Listing
 Agreement, which includes financial information of all its
 subsidiaries.
 
 Corporate Governance
 
 A report on the corporate governance along with a certificate from the
 auditors of the company regarding the compliance of conditions of the
 corporate governance as stipulated under Clause 49 of the listing
 agreement is included and forms part of this annual report.
 
 All Board members and senior management personnel have affirmed
 compliance with code of conduct for the year 2011-12.  A declaration to
 this effect certified by the Executive Chairman of the company is also
 attached in the annual report.
 
 The Executive Chairman and the Chief Financial Officer of the Company
 have certified to the Board with regard to the financial statements and
 other matters as required under clause 49 of the listing agreement and
 the said certificate is attached in the annual report.
 
 Management Discussion and Analysis
 
 A detailed review of operations, performance and future outlook of your
 company and its businesses is given in the Management Discussion and
 Analysis, which forms part of this annual report.
 
 Issue of equity shares on exercise of ESOP options
 
 Details of equity shares issued under ESOP, as also the disclosures in
 compliance with clause 12 of the SEBI (Employee Stock Option Scheme and
 Employee Stock Purchase Scheme) Guidelines, 1999 are set out in
 Annexure - I to this report.
 
 The company has received a certificate from the Auditors of the company
 certifying that the FFSIL ESOP Schemes 2006 & 2007 have been
 implemented in accordance with the SEBI Guidelines and the resolution
 passed at the annual general meeting held on September 23, 2006. The
 Certificate would be placed at the annual general meeting for
 inspection by members.
 
 During the year under review, the company has granted 45,000 options to
 employees of the subsidiary companies.
 
 Capital
 
 During the year under review the company has issued 6,00,000 equity
 shares of Rs.10 each fully paid at a premium of Rs.70 per equity share
 on conversion of 6,00,000 equity warrants of Rs.10/- each which were
 issued on February 5, 2010. On issue of these shares, the paid up
 capital of the company increased from Rs.1,227.93 lacs to Rs.1,287.93
 lacs.
 
 Issue of equity warrants
 
 In nineteenth annual general meeting, held on August 28, 2010, the
 company had obtained members'' approval for issue of 4,00,000 equity
 warrants of Rs.10 each at a premium of Rs.170 per warrant aggregating
 to Rs.720.00 lacs on preferential basis to the promoters, relatives of
 promoters and to a company in which relatives of a promoter are
 interested. The Internal Finance Committee of the Board of Directors of
 the company on September 13, 2010 allotted 4,00,000 equity warrants of
 Rs.10 each which are convertible into one equity share of Rs.10 per
 equity warrant within a period of eighteen months from the date of
 allotment of the equity warrants on exercise of the option by the
 allotters. These equity warrants were due for conversion latest by
 March 12, 2012. None of the subscribers have exercised their options
 for conversion of equity warrants in to equity shares of the company.
 The initial amount of Rs.180.00 lacs received from the subscribers have
 been forfeited and credited to the capital reserve account of the
 company.
 
 Subsidiary Companies
 
 As per general circular issued by the Ministry of Corporate Affairs,
 the balance sheet, statements of profit & loss and other documents of
 the subsidiary companies for the year ended March 31, 2012 are not
 attached with the accounts of the holding company. However, the annual
 accounts of the subsidiary companies will be made available to
 investors of the holding and subsidiary companies for inspection by the
 members at the registered office of the company and will also be
 uploaded on the website of the company.
 
 The following information in aggregate for each of the subsidiary
 companies are disclosed in annual report as stipulated in the circular
 issued by the Ministry of Corporate Affairs, New Delhi:
 
 (a) capital (b) reserves (c) total assets (d) total liabilities (e)
 details of investments (f) turnover/income (g) profit before tax (h)
 provision for tax (i) profit after tax and (j) proposed dividend.
 
 Statement pursuant to Section 212 (3) of the Companies Act, 1956
 relating to the subsidiary companies is annexed as Annexure II and
 forms part of the annual report.
 
 Fixed Deposits
 
 The company has not accepted any deposit from the public during the
 year under review, within the meaning of Section 58A of the Companies
 Act, 1956 and the rules made there under.
 
 Committees
 
 The company has four committees of the Board of Directors. These
 committees are - Audit Committee, Remuneration / Compensation
 Committee, Shareholders Grievances Committee and Internal Finance
 Committee.
 
 The terms of reference, composition and the details of the meetings
 held during the year under review are provided in corporate governance
 report.
 
 Internal Control Systems & their adequacy
 
 The company has in place adequate systems of internal control that are
 commensurate with its size and nature of the business and documented
 procedures covering all financial and operating functions. The company
 being in service industry, it has in place clear processes and
 well-defined roles and responsibilities for its staff at various
 levels. The Management has a defined reporting system, which
 facilitates monitoring and adherence to the process and systems in
 place.
 
 Auditors
 
 M/s. Nipun Sudhir & Associates, Chartered Accountants, Mumbai,
 Statutory Auditors of the company hold office up to the conclusion of
 this annual general meeting and are recommended for re-appointment. The
 company has received a certificate under section 224 (1B) of the
 Companies Act, 1956 stating that the appointment, if made, will be
 within the limits as specified in that section.
 
 Auditors'' Report
 
 Your Directors refer to the observations made by the Auditors in their
 report and wish to state that the notes forming part of accounts are
 self explanatory and hence do not require any further comments.
 
 Directors
 
 Mr. C. R. Mehta & Mr. Sohan C. Mehta Directors of the company, retire
 by rotation and being eligible offer themselves for re- appointment.
 
 Conservation of Energy, Technology Absorption
 
 The information required under section 217 (1) (e) of the Companies
 Act, 1956 read with the Companies (Disclosures of Particulars in the
 Report of the Board of Directors) Rules, 1988 with respect to the
 matters specified therein are not applicable to your company.
 
 Foreign Exchange earnings and outgo
 
                                                     (Rupees in Lacs) 
 
 Particulars                            2011-2012          2010-2011
 
 Earnings:
 
 Investment banking income                  62.32              55.52
 
 Outgo :
 
 Travelling & business promotion             2.01               4.09
 
 Miscellaneous expenses                      2.04                 -
 
 Dividend                                   86.68             108.35
 
 Particulars of employees
 
 Statement under section 217 (2A) of the Companies Act, 1956 read with
 the Companies (Particular of Employees) Rules 1975, as amended by the
 Companies Amendment Act, 1988 is annexed as Annexure III and forms part
 of the Annual Report.
 
 Investor Education & Protection Fund
 
 During the year under review, an amount of Rs.82,240/- lying in
 unclaimed dividend for the year 2005 was transferred to the Investor
 Education & Protection Fund.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, to the best
 of their knowledge and belief confirm that:
 
 - in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 - appropriate accounting policies had been selected and applied
 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 profit of the
 company for that period;
 
 - proper and sufficient care has been taken 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; and
 
 - the annual accounts have been prepared on a going concern basis.
 
 Acknowledgement
 
 Your Directors are pleased to place on record their deep appreciation
 towards the sincere services and co-operation extended by employees of
 the organization at all levels. They also wish to place on record their
 gratitude for the confidence placed in them by the banks & financial
 institutions they are associated with. Further, your Directors wish to
 thank the various regulatory authorities, business associates and
 clients for their valued co-operation.
 
                                                On behalf of the Board
 
                                                          J. T. Poonja
 
                                                    Executive Chairman
 
 Mumbai, May 30, 2012