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
Total Income 579.36 1,548.96 8,034.77 9,140.02
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
for appropriations 2,687.56 2,948.19 3,499.60 4,254.67
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
number of equity
- 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
- 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.
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.
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
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.
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
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
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.
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.
The company has four committees of the Board of Directors. These
committees are - Audit Committee, Remuneration / Compensation
Committee, Shareholders Grievances Committee and Internal Finance
The terms of reference, composition and the details of the meetings
held during the year under review are provided in corporate governance
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
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.
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.
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
Investment banking income 62.32 55.52
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.
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
Mumbai, May 30, 2012