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 33rd 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, 2016. REVIEW OF OPERATIONS Revenue for Financial Year March 31, 2016 stood at Rs. 37,120,171/- as against Rs. 50,276,336/- in the previous year which shows decline in revenue of Rs. 13,156,165/-. After providing for depreciation and taxation of Rs. 413,562/- & Rs. 4,848,161/- respectively, the net profit of the Company for the year under review was placed at Rs. 9,637,628/- as against Rs. 12,061,096/- in the previous year. DIVIDEND Your directors recommended a final dividend of Rs. 0.50 per share for the financial year ended March 31, 2016, amounting to Rs. 6,302,798/- (inclusive of tax of Rs. 1,066,074/-). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on May 24, 2016 and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. 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 non compliance 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' RESPONSIBILITY STATEMENT Your Directors state that: (i) In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (ii) 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 the Company as at March 31, 2016 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 Director's 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. DIRECTORS AND KEY MANAGERIAL PERSONNEL (a) Directors In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Sangeeta Sandhu (DIN: 00115443), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment. The Board has re-appointed Mr. Mandeep Sandhu as Managing Director for a term of 03 years w.e.f. 01.07.2016 subject to the approval of the members of the Company at the ensuing Annual General Meeting. (b) Declaration by an Independent Director The Company has complied according to the provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013. (c) Board Evaluation Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the directors individually. AUDITORS AND AUDITORS' RPEORT Statutory Auditor M/s. BGJC & Associates, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR The Board has appointed M/s Kumar Rajesh & Associates, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B". 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 separate annexure. VIGIL MECHANISM Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company had established a vigil mechanism for directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. BUSINESS RISK MANAGEMENT The main identified risks at the Company are commercial risks, 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 During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material as per listing agreement with stock exchanges. Further, there are no materially significant related party transactions during the year made by the Company with promoters, directors, key managerial personnel or other designated persons. PARTICULARS OF EMPLOYEES As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. DISCLOSURES Meeting of the Board 10 (Ten) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance. Particulars of Loans given, Investments made, Guarantees given and Securities provided The details of the loans made by company are given in the notes to the financial statements. The company has not given any 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 shares 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, customers, vendors 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/- Mandeep Sandhu Chairman & Managing Director Place : New Delhi Dated : 21.04.2016 |