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Futuristic Solutions Ltd.

BSE: 534063 | NSE: | Series: NA | ISIN: INE241F01011 | SECTOR: Finance - General

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011

Director’s Report

DIRECTORS’ REPORT

To,

The Members,

Futuristic Solutions Limited M-50, 2nd Floor, Greater Kailash - I New Delhi - 110048

The Directors have pleasure in submitting their 35th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

(In INR)

Particulars

March 31, 2018

March 31, 2017

Net sales / Income from Operations

2,913,898

21,140,949

Other Income

70,863

6,870

Total Income

2,984,761

21,147,819

Profit before Interest, Depreciation & Tax

(6,558,565)

9,412,938

Less: Interest

2,089,041

1,432,991

Depreciation

944,256

629,600

Profit before Tax

(9,591,862)

7,350,347

Less: Previous year adjustment

37,135

(4,825)

Provision for Wealth Tax

-

-

Provision for current year income-tax and Deferred Tax

3,497

2,367,641

Net Profit after tax

Add: Balance carried from Profit & Loss A/c

(9,632,493)

4,987,531

Less: Provision for earlier year taxation

-

-

Net Profit after tax and adjustments

Dividends

(9,632,493)

4,987,531

Interim Dividend

-

-

Final Dividend (Proposed)

-

5,236,724

Tax on Dividend

-

1,066,074

Transferred to General Reserves

-

-

EPS (Basic)

(0.92)

0.48

(Diluted)

(0.92)

0.48

REVIEW OF OPERATIONS

Revenue for Financial Year March 31, 2018 is Rs. 2,913,898/- as against Rs. 21,140,949/- in the previous year. There is a decline in revenue of Rs. 18,227,051/-. Net loss after depreciation and tax is Rs.9,632,493/- as against Net Profit of Rs. 4,987,531/-in the previous year. Your Company, however, looks forward to further strengthen its operations by focusing on the core business of the Company and making genuine efforts for maximizing the profits of the Company in the coming financial years.

DIVIDEND

No dividend was declared for the financial year ended March 31, 2018 by the Board of Directors.

GENERAL RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITAL

During the year under review, the Company has not issued any shares.

DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of noncompliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

SUBSIDIARIES

The Company is not having any subsidiary company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointment and Retirement:

In accordance with the provisions of Section 152 of the Act, Mrs. Sangeeta Sandhu (DIN No. 00115443), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment and is eligible for re-appointment.

During the year, Mr. Shalabh Ahuja and Mr. Charanjit Singh Panag retired as Non-Executive, Independent Directors of the Company, on completing the term of their tenure. The Directors wish to place on record their sincere appreciation of the significant contribution made by Mr. Shalabh Ahuja and Mr. Charanjit Singh Panag during their tenure as Directors of the Company.

Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta have been appointed as Additional Directors on the Board of the Company with effect from 09th September, 2017. Pursuant to the provisions of Section 161 of the Act and Article 116 of the Articles of Association of the Company, Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta are eligible for appointment as Non-Executive, Independent Directors of the Company. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta as Independent Directors for a term of five years, is being placed before the Members in General Meeting for their approval. As per the provisions of Section 149 of the Act, they will not be liable to retire by rotation. Members are requested to refer to Item Nos.4 and 5 of the Notice of the Annual General Meeting (AGM) and the Explanatory Statement for details of their qualifications and experience.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

(b) Familiarization program for Independent Directors

All new independent directors inducted into Board attend an orientation program. The details of the training and the familiarization program are provided in the Corporate governance report. Further at the time independent directors, the Company issues a formal letter of appointment outlining his role, function, duties and responsibilities. The formal letter of appointment is available on our site www.fsl.co.in/Investor-area/ Independent-directors/appointment-of-independent-director.pdf.

Declaration by an Independent Director

(c) Annual Evaluation of Board, its committees and Individual Directors:

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, and that of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Seven Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mr. Sanjiv Kumar Taneja (earlier Mr. Shalabh Ahuja), as Chairperson, Mr. Sunil Gupta (earlier Maj. Gen. Charanjit Singh Panag (Retd.)) and Mrs. Anita Ahuja as Members. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) The Directors have selected such accounting policies and were 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 the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on-going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT Statutory Auditor

M/s. KRA & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 24th May, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies Act 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment Statutory Auditors is not required to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Kumar Rajesh & Associates, Practicing Company Secretary as the Secretarial Auditor of your Company to undertake the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUD BY AUDITORS

During the period under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143(12) of the Companies Act 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 3.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as Annexure 5.

VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

Details pertaining to composition of Nomination & Remuneration Committee are included in the report on Corporate Governance.

Remuneration Policy

The Board has on the recommendation of nomination & remuneration committee framed a policy for selection and appointment of directors, senior management, their remuneration and other matters, as required under subsection (3) of Section 178of the Companies act 2013, is available on our website at http://www.fsl.co.in/investor-area/statutory-disclosure/nomination-and-remuneration-policy.pdf.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are legal & regulatory risk. Your company has established a comprehensive risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.

RELATED PARTY TRANSACTION

The Board has formulated and adopted a Related Party Transactions Policy for the purpose of identification, monitoring and reporting related party transactions. The policy is available on company''s website.

The form AOC 2 regarding material related party transactions is attached as Annexure 4.

The details of all material related party transactions during the year under review are set out in Note 25 of the financial statement forming part of the annual report.

MATERIAL CHANGES, IF ANY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT/ TRIBUNALS

No Significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. There was no complaint on sexual harassment during the year under review.

DISCLOSURES Meeting of the Board

07 (Seven) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

Particulars of Employee and Related Disclosure

The applicable information required pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees are as under:

(i) ratio of remuneration of each director to the median employee''s is 5.20 times.

(ii) Percentage increase in remuneration of each director, CFO, CEO, CS or Manager, if any

S. No.

Name

Designation

% increase

1.

Mr. Mandeep Sandhu

Chairman and Managing Director

-

2.

Mr. UK Gupta

Chief Financial Officer

-

3.

Ms. Kuljit Kaur

Company Secretary

-

Note: No Director except Mr. Mandeep Sandhu receives any remuneration from the Company

(iii) The percentage increase in the median remuneration of employees is 11.5%.

(iv) The total number of permanent employee as in March 31, 2018 stood at 7 as compared to 6 as on March 31, 2017.

(v) The remuneration paid to Chairman & Managing director as per Schedule V of the Companies Act 2013 and as per remuneration policy of the Company.

(vi) Employed throughout the financial year 2017-18 with a salary of Rs. One Crore and Two Lacs - NIL

(vii) Employed for a part of financial year 2017-18 with an aggregate salary of Rs. Eight Lacs and Fifty Thousand per month - NIL

(viii) No one was employed throughout the financial year or part thereof receiving remuneration in excess of the amount drawn by Managing Director.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The company has not given any loans, guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to Futuristic Solutions Limited.

Futuristic Solutions Limited does not have any foreign exchange earnings and expenditure.

AUDIT COMMITTEE

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board

For Futuristic Solutions Limited

Sd/-

Place : New Delhi Mandeep Sandhu

Dated : 03.08.2018 Chairman & Managing Director

(DIN: 00115301)

R-5, 3rd Floor, GK-1

New Delhi - 110048

Director’s Report