firstobject technologies ltd Directors report

PERFORMANCE AND BUSINESS REVIEW:

During the year under review, Company has achieved the turnover of Rs.58.26 Million and Loss of Rs.16.52 Million as against turnover of Rs. 7.69 Million and loss of Rs. 33.83 Million respectively for the corresponding previous year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, if any, affecting the financial position of your Company which have occurred between the end of financial year of the Company to which the Financial Statements relate and date of this Report. The company has a transparent disclosure announcement mechanism in place as and when such changes occur.

DIVIDEND:

Your Directors do not recommend any dividend due to losses during the year under review.

BUSINESS OUTLOOK, ECONOMIC & REGULATORY SCENARIO AND OPPORTUNITIES:

The company is exploring various strategic initiatives to strengthen its operations in order to enhance its performance. Due to the COVID-19 and its impact on Edtecs operations due to the closure of schools, the companys operations have been adversely impacted. This is due to the fact that the company has reframed its focus in its business offerings during these challenging times, and the companys main focus is on Fintec and Edtec solutions during these times. As the business scenario is gradually and steadily improving in the Post Covid 19 scenario, we are of the opinion that the Company will definitely come out of all the current hurdles with flying colors as the company is expected to overcome all the challenges with flying colors.

The scepter of uncertainty continues to cast its shadow resulting in a lack of predictability about how demand will pan out. We astutely monitor the developments through constant dialogue with our customers to help us modulate how we use our resources to invest in addressing the growth opportunities expected as normalcy returns. We have extended all help possible from a humanitarian lens to ensure our employees benefit from working in a safe environment and providing precautionary measures, including vaccinations. Our Emergency Response Team remains vigil and has ensured that we are ready for any contingency; be it work from any location - home or office.

Your Directors are of the opinion that there is a need to remain cognizant of the looming uncertainty. Keeping this in mind, we have strengthened our business on multiple fronts, including infrastructure to enable remote delivery of work and security by bolstering our digital infrastructure. Our people practices & policies reflect the changed dynamic and have evolved to engage & motivate our widely dispersed talent pool who take pride in the fact that they are with an upcoming company.

SHARE CAPITAL:

The present authorized share capital of your Company stands at Rs. 25,00,00,000 comprising of 2,50,00,000 equity shares of face value of 10 each.

There is no change in the issued, subscribed and paid–up capital of the Company in this financial year and it stands at Rs. 10,40,27,550 comprising of 1,04,02,755 equity shares of 10 each as of March 31, 2023.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

MEETINGS OF THE BOARD & COMMITTEES:

Details of the meetings of the board and board Committees, given in corporate governance report, which forms part of this report.

BOARD EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees and Individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under regulation 27 of the SEBI(LODR) Regulations 2015.The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual directors to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, considering the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors report.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

In terms with Section 149 (7) of the Companies Act, 2013, All the Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and SEBI (LODR) regulations, 2015.Hence that there is no change in status of Independence. The web link where details of familiarization programs imparted to Independent Directors: https://www.firstfintec.com/.

DIRECTORS and KEY MANAGERIAL PERSONNEL CHANGES DURING THE FINANCIAL YEAR:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association Dr.(Mrs.) Leena Vivek, Director retired by rotation at the 22nd Annual General Meeting and being eligible offered herself for reappointment, and her appointment had been consented by 22nd AGM.

Pursuant to Section 149(7) of the Act the Company has received declaration of Independence from all the Independent Directors as stipulated under section 149(6).

Dr. Vivek Hebbar resigned as Chairman and Director w.e.f. 08th April,2022 and Mr. Rajan Pillai was appointed as Non-Executive Chairman w.e.f. 08th April 2022. The Board placed on record its deep appreciation of the contribution made by Dr. Vivek Hebbar during his tenure as Chairman and Director of the Company. Dr. Vivek Hebbar resigned due to ill health, and his health condition fast deteriorated due to Covid-19 and associated reasons and his sad demise took place in April 2022. The company put in place laurel tributes to his contributions. After the death of Dr. Vivek Hebbar his shareholding which was less than 2% of the total shares of the company has changed hands according to his family arrangement.

M/s. JBRK & Co., Chartered Accountants were appointed with Mr. Ranganath Parankusam as Partner of the JBRK & Co as Internal Auditors of the Company w.e.f. 30th May 2022. M/s. Niranjan & Narayan were auditors between 02-05-2022 and 25-08-2022 and their resignation with effect from 25-08-2022 was due to ‘casual vacancy reasons necessitating the appointment of new auditors.

M/s RPSP & Associates, Chartered Accountants were appointed with Ms.Radhika Prabhu as Partner of the M/s RPSP & Associates as Statutory Auditors of the Company w.e.f. 25th August 2022.

Mrs. Alka Kirpalani was the company secretary during 2022-23 up to 07.12.2022, The reasons for her resignations are purely her personal in nature and her quest for greener pastures, and Mr. Ajaykumar Vishwakarma has been appointed as Company Secretary and Compliance Officer w.e.f. 8th December 2022.

INDEPENDENT DIRECTORS MEETING:

During the year under review, four meetings of independent directors were held on 30/05/2022, 13/08/2022, 19/12/2022 and 14/02/2023 in compliance with the requirements of Schedule IV of the Companies Act, 2013. The Independent Directors at the meeting, inter alia, reviewed the Performance of Non- Independent Directors and Board as a whole. Performance of the Chairperson of the Company, considering the views of the Chairman and Non-Executive Directors and Assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

ANNUAL RETURN:

Pursuant to Section-92 read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023, is available on the Companys website on https://www.firstfintec.com/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITOR

For the Financial Year, M/s RPSP & Associates, Chartered Accountants are appointed as Statutory Auditors in the place of the casual vacancy arisen from the existing statutory auditors of the company for the financial years 2022-2023. The Statutory Auditors have confirmed their eligibility under Sec. 141 of the Companies Act 2013 and have also expressed their willingness to be appointed as statutory auditors of the Company. Whereas, for the Financial Year M/s Niranjan & Narayan, Chartered Accountants are the outgoing auditors.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors M/s RPSP & Associates, Chartered Accountants is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report.

STATUTORY AUDITORS REPORT

M/s RPSP & Associates, Chartered Accountants with Ms.Radhika Prabhu as Partner have provided their Audited Accounts along with the Reports, There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their Report. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force).

COST AUDITOR

Cost Audit is not applicable to the Company

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mohd. Akram, partner of DM & Associates Company Secretaries LLP to conduct the Secretarial Audit of your Company.

SECRETARIAL AUDITORS REPORT

The detailed report on the Secretarial Audit in Form MR- 3 is appended as an Annexure III to this Report. There are no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company

MATERIAL CHANGES AND COMMITMENTS

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

INFORMATION REGARDING JOINT VENTURES/SUBSI DIARIES/ASSOCIATES

The company has no Joint Ventures/Subsidiaries/Associates.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed Management Discussion and Analysis forms part of this annual report, which is attached to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 124 of the companies Act, 2013, the declared dividends which remained unpaid or unclaimed for a period of seven years, must be transferred by the company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

TRANSFER TO RESERVES:

There has been no transfer to reserves out of the amount available for appropriation. Details of the amount forming part of the reserve are part of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments as specified under Section 186 of the Companies Act, 2013.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company during the year under review.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There are no Subsidiary / Joint Ventures / Associate Companies.

RELATED PARTY TRANSACTIONS:

There are no material related party transactions during the year under review with the Promoters, Directors, or Key Managerial Personnel. All transactions entered with Related Parties for the year under review were on an arms length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attractive. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.

EXTRACT OF ANNUAL RETURN:

The provisions of section 134 of Companies Act, 2013 were amended vide Companies Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018. Accordingly, the requirement of attaching the extract of Annual Return, in format MGT -9 with the Directors Report has been dispensed off and the same needs to be posted on the Companys website, if any, and a link is to be given to the Directors Report. The Company will post the same on its website.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 in respect of Corporate Social Responsibility (CSR) are not applicable to your Company during the year under review.

RISK MANAGEMENT:

The Board of the Company has formed a risk management committee to continuously monitoror, frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

The company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place.

INTERNAL CONTROL SYSTEM and THEIR ADEQUACY:

The Companys internal control system is designed and framed to ensure day-to-day effective and efficient operations and compliance of laws and regulations. An alert internal audit group monitors the systems and processes. The prime objective of this audit is to test the adequacy and effectiveness of all internal control systems and suggest improvements. Significant issues are brought to the attention of the audit committee for periodical review. Hence, they are considered to be adequate in commensuration with the size of your company.

HUMAN RESOURCES:

In any organization communication with employees is a key determinant factor of success. Your company believes that employees are the most valued assets for the success and growth of the Company. Your Company has implemented internet network for communication between management and employees for enhanced accessibility and transparency. The company has also initiated many morale building programs to strengthen their self-belief which further benefits the Company.

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company established the Whistle Blower Policy for directors and employees to report concerns about un-ethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The details are reported in Report on corporate Governance which forms part of this Report as Annexure, and the policy shall be available at https:/ /www.firstfintec.com/

Code of conduct or ethics policy. The details are reported in report on corporate governance which forms part of this report as Annexure, and the policy is available on https://www.firstfintec.com/

Your Company has adopted a Whistle Blower Policy and established Vigil Mechanism in line with the requirements under the Act and Listing Regulations for the employees and other stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the Code. The Whistle Blower Policy is available at www.firstfintec.com

Company established a vigil mechanism pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement for their directors and employees to report their genuine concerns or grievances., which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e–mail, or dedicated telephone line or a letter to the member of Audit committee or to the Chairman of the Audit Committee.

During the year, your Company has not received any complaints under the said mechanism.

SEXUAL HARASSMENT REDRESSAL COMMITTEE:

Your Company has put in place the applicable provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors confirm that the company has adopted a policy regarding the prevention of sexual harassment of women at workplace and has constituted Internal Complaints Committees (ICC) as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 (‘Act) and Rules made there under, your Company.

1. number of complaints filed during the financial year; Nil 2. number of complaints disposed of during the financial year; Nil 3. number of complaints pending as at the end of the financial year: Nil

FIXED DEPOSITS:

During the financial year 2022-23, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and as per the requirements of the Listing Agreement with the Stock Exchange, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2022-23.

The Nomination & Remuneration Committee has laid down the evaluation framework for assessing the performance of Directors comprising of the following key areas:

l Attendance in meetings of the Board and its Committees. l Quality of contribution to Board deliberations. l Strategic perspectives or inputs regarding future growth of Company and its performance. l Providing perspectives and feedback going beyond information provided by the management. l Commitment to shareholder and other stakeholder interests.

STATEMENT RE-ITERATION OF DIRECTORS RESPONSIBILITY:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards, and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) 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 your Company as of 31st March 2023 and of the profit and loss of the Company for the financial year ended 31st March 2023;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD, INDEPENDENCE AND ITS COMMITTEES:

The details of (a) the meetings of the Board and its Committees held during the year; and (b) composition and terms of reference of the Committees are detailed in the Corporate Governance Report forming part of this Report.

CODE OF CONDUCT:

The Board has approved a Business Code of Conduct (Code) which is applicable to the Members of the Board and insiders. The Code has been posted on the Companys website www.firstfintec.com. The Code lays down the standard of conduct which is expected to be followed by the insiders in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. Your Directors and Senior Management have confirmed compliance with the Code.

CORPORATE GOVERNANCE:

Your Companys management has placed Corporate Governance as one of their topmost priorities. Your Companys philosophy on Corporate Governance envisages attainment of highest level of transparency, accountability, and fairness in respect of its operations and achievement of highest internal standards in Corporate Governance and believes that the initiatives on Corporate Governance will assist the management in the efficient conduct of the business and in meeting its responsibilities to all its stakeholders

Your Directors are pleased to inform you that your Company has implemented all the stipulations prescribed under regulation 27 of the SEBI (LODR) Regulations 2015. The Statutory Auditors of the Company have examined the requirements of the Corporate Governance with reference to SEBI (LODR) Regulations 2015and have certified the compliance, as required under SEBI (LODR) Regulations 2015.

A separate report on Corporate Governance in Annexure V is provided together with a Certificate from the Statutory Auditors of the Company.

Company regarding compliance of conditions of Corporate Governance as stipulated regulation 27 of the SEBI (LODR) Regulations 2015. A Certificate of the CFO of the Company in terms of regulation 17(8) of the SEBI (LODR) Regulations 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance for the year 2022-23 and a Certificate from the Practicing Company Secretaries of the Company are furnished which form part of this Annual Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The managerial remuneration to Directors, Key Managerial Persons and Managers did not exceed the limit as specified u/ s 197. The Company does not have any employees of the category specified Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

GENERAL: a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and b) Your Company does not have any ESOP scheme for its employees/Directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your companys operations do not involve large-scale use of energy. The disclosure of particulars under this head is not applicable as your company operates in the service sector. Although your company is not a large-scale energy user, acknowledges, the concept of conservation of energy. Your company has received foreign exchange during the year under review.

Your company continues to work on reducing carbon footprint and all type of pollutions in all its operating areas of business through all possible initiatives like

(a) Green infrastructure,

(b) Operational energy efficiency,

(C) Reducing Power consumption

(D) Decreasing consumption of fossil fuels

TECHNOLOGY ABSORPTION, ADAPTION, AND INNOVATION

The Company continues to use the latest technologies for improving the productivity and quality of its services in all its areas wherever is possible to the company and strive to achieve optimal utilization of resources there by increasing the productivity.

ACKNOWLEDGEMENTS: