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Futuristic Offshore Services and Chemical Ltd.

BSE: 500154 Sector: Industrials
NSE: GANESHANHY ISIN Code: INE418A01016
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Futuristic Offshore Services and Chemical Ltd. (GANESHANHY) - Director Report

Company director report

TO THE SHAREHOLDERS

To

The Members

The Board of Directors hereby presents the 28th Annual Report on the business andoperations of Company and summary of Financial Statement for the year ended March 312016.

FINANCIAL RESULTS

(Rs. In Lacs)
2015-16 2014-15
Gross Revenue from Operations - -
Other Income - -
Profit / (Loss) Before Depreciation Interest Taxation & Exceptional items (5.07) (10.85)
Less: Depreciation - -
Profit / (Loss) Before Interest Taxation & Exceptional Items. (5.07) (10.85)
Less Interest - -
Profit /(Loss) Before Exceptional items and Taxation (5.07) (10.85)
Add Exceptional items 3.10 1.91
Add/(Less) Deferred Tax liabilities W/off. - -
Profit/(Loss) for the Year (8.17) (12.76)

OPERATIONAL REVIEW

The operations for the year under review have resulted in loss of Rs. 8.17 Lacs asagainst loss of Rs. 12.76 Lacs in previous year.

There were no manufacturing operations during the year under review.

EXPORTS

Exports for the current year are Nil as against Nil of previous year as there were nomanufacturing operations during the year under review.

FIXED DEPOSIT

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31 2016 was Rs. 17.32 Cr.During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity.

BOARD OF DIRECTORS AND ITS MEETINGS

During the year Six Board Meetings were convened and held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

All independent Directors have declared and affirmed their compliance with theindependence criteria as mentioned in Section 149(6) of the Companies Act 2013 andListing Regulations in respect of their position as an Independent Director of theCompany.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT OR RESIGNATION

During the year under review Mr. Ajay Kumar Mataprasad Singh Independent Director ofthe Company resigned from the Board with effect from December 28 2015.

In accordance with Section 152 of the Companies Act 2013 and Articles of Associationof the Company Mr. Ramakant Pilani (DIN 00901486) and Mr. Ravi Pilani (DIN 00901635)shall retire by rotation as Directors at the ensuing Annual General Meeting and beingeligible offer themselves for re- appointment.

A brief profile of the above-named Directors seeking appointment/re-appointment at theensuing Annual General Meeting of the Company has been provided in the notice of theAnnual General Meeting.

AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated bythe Companies Act 2013 and Listing Regulations 2015. The details of the Committee andits terms of reference are set out in the Corporate Governance Report forming part of theBoard’s Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standardshave been followed.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans and investments by the Company to other body corporate or persons aregiven in notes to the financial statements.

RELATED PARTY TRANSACTIONS

There are no material related party transactions during the year under review with thePromoters Directors or Key Managerial Personnel. All Related Party Transactions areplaced before the Audit Committee and also to the Board for approval. Details of relatedparty transactions are given in notes to the financial statements.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board in the course of day to day business operations of the Company. TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors in their business dealings and in particular on matters relating tointegrity in the work place in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

AUDITORS & AUDITORS’ REPORT

M/s. P V Dalai & Co Chartered Accountants (Registration number 102049W) wereappointed as the Statutory Auditors of the Company to hold office from the conclusion ofthe 26th Annual General Meeting (AGM) held on September 30 2014 until the conclusion ofthe Annual General Meeting of the Company to be held in the year 2017 (subject toratification of their appointment by the members at every AGM held after the AGM held onSeptember 30 2014).

As required under the provisions of Section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s. P V Dalai & Co Chartered Accountantsto their appointment and a certificate to the effect that their appointment ifmade would be in accordance with the Companies Act 2013 and the rules framed thereunderand that they satisfy the criteria provided in Section 141 of the Companies Act 2013.

Members are requested to ratify the appointment of the Statutory Auditor as aforesaidand fix their remuneration. The auditor’s report is self-explanatory and does notrequire further comments.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

During the year under review the Company does not have any employees.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3)(m) of the Companies Act 2013 read with theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 2014relating to the foregoing Matters is given in the Annexure-I forming part of this report.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure-II andforms an integral part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which formsan integral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in the Listing Regulations.

CASH FLOW STATEMENT

In conformity with the provision of the Listing Regulations the cash flow statement forthe year ended March 31 2016 is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has no operations during the year and preceding three years. So provisionsof Section 135 of the Companies Act 2013 for Corporate Social Responsibility (CSR) arenot applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 ;

During the year under review the Company does not have any employees. Hence theprovisions of Disclosure under The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 are not applicable to the Company.

REFERENCE TO BIFR

In earlier years Company’s net worth had been fully eroded as a result theCompany had approached to the Board of Industrial Financial Re-structuring (BIFR) forprotection provided under the Sick Industrial Company (Special Provisions) Act 1985. BIFRhad received & registered our reference as 289/2004. in October 2012 BIFR circulatedDraft Rehabilitation Scheme (DRS) for inviting objections.

APPRECIATION

The Board places on record its sincere appreciation for the wholehearted supportextended by Financial Institutions Banks and Shareholders.

FOR AND ON BEHALF OF THE BOARD
Futuristic Offshore Services & Chemical Limited
Place: Mumbai Rishi Pilani
Date: May 30 2016 Chairman

ANNEXURE-1 TO THE DIRECTORS’ REPORT

Particulars as per Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

In absence of the operations there is no energy consumption during the year underreview.

B. TECHNOLOGY ABSORPTION. ADAPTATIONS AND INNOVATION

In absence of the operations there is no technology absorption during the year underreview

C. FOREIGN EXCHANGE EARNING AND OUTGOINGS

As there is no operation during the year under review. Total foreign exchange outgofor import of raw materials and other is Rs. Nil (Previous year Nil) Foreign exchangeearnings during the year are Nil. (Previous year Nil)

FOR AND ON BEHALF OF THE BOARD
Futuristic Offshore Services & Chemical Limited
Place: Mumbai Rishi Pilani
Date: May 30 2016 Chairman