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Futuristic Securities Ltd.

BSE: 523113 Sector: Financials
NSE: N.A. ISIN Code: INE425D01015
BSE LIVE 12:17 | 06 Nov Stock Is Not Traded.
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OPEN 11.00
PREVIOUS CLOSE 11.57
VOLUME 25
52-Week high 11.57
52-Week low 10.00
P/E 84.62
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.00
Sell Qty 275.00
OPEN 11.00
CLOSE 11.57
VOLUME 25
52-Week high 11.57
52-Week low 10.00
P/E 84.62
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.00
Sell Qty 275.00

Futuristic Securities Ltd. (FUTURISTICSEC) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2015-2016

To

The Members

Your directors have pleasure in presenting their 45th Annual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31st March 2016.

1. FINANCIAL RESULTS Financial Year Financial Year
2015-2016 2014-2015
(in Rs.) (in Rs.)
Gross Sales and Other Income 917298 894550
Profit before Depreciation and Taxation 314816 384379
Less: (i) Depreciation 12350 644
(ii) Provisions for Taxation (Including Earlier Years & Deferred tax) 68046 117566
Profit after Taxation 234420 266169
Add: Profit / (Loss) brought forward from previous year (6905182) (7171351)
Profit / (Loss) available for appropriation (6670762) (6905182)
Appropriation
i) Proposed Dividend on Preference Shares 0 0
ii) Proposed Dividend on Equity Shares 0 0
iii) Tax on Dividend 0 0
iv) Transferred to General Reserve 0 0
Balance carried to Balance Sheet (6670762) (6905182)
Earning Per share (Rs.) Basic 0.12 0.14
Earning Per Share (Rs.) Diluted 0.12 0.14

2. DIVIDEND

Keeping in view In order to conserve resources for expansion & liquidity positionsof the Company the directors are not recommending any dividend for the financial year2015-2016.

3. SHARE CAPITAL:

The Authorised and Paid Up Share Capital of the Company as on 31 March 2016 was Rs.50000000/- and Rs. 19500000/- respectively and there is no change in capital structureof the Company during the year.

4. NEW LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI) on September 22015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 12015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited during March 2016.

5. PUBLIC DEPOST:

During the year under review your Company has not accepted any deposits in terms ofthe provisions of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 as amended during the year under review.

6. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 and Schedule V of the Listing Regulations are given in thenotes to the Financial Statements.

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

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

8. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by the Regulatory/Government.

Your Company has implemented several best practices during the year. Henceforth notmandatory to the Company under the criteria of Regulation 15(2) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Dated 2nd September 2015 for the time being.

9. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 there were nomanagerial personnel taking a salary or remuneration from the company.

10. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in Form- MGT 9 as a part of this Annual Report as Annexure A.

11. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In order to prevent sexual harassment of women at workplace a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment. A copy of the Sexual Harassment policy has beenkept in the company premises and is available for viewing of the Company’s employeesand shareholders.

12. DIRECTORS:

During the Financial Year 2015-2016 there was four meetings of the Board of Directorsof the Company were held the details of which are given as below. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date of Meetings held
1 12th May 2015
2 12th August 2015
3 14th November 2015
4 8th February 2016

(a) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

(b) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT. IF ANY:

All Independent Directors have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations"). During the year under review there is no change in theBoard of Directors of the Company.

(C) RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs.Nandini Mehta (DIN: 06934986) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers herself for re-appointment. The Board recommends herre-appointment for the consideration of the members of the Company at the ensuing AnnualGeneral Meeting.

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act the company has no subsidiariesassociate companies or joint ventures as on date.

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that—

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;

(f) proper internal financial controls have been laid down and are being followed andthat such internal financial controls are adequate and are operating effectively.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany’s internal control system is commensurate with its size scale andcomplexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust management information system which is an integral part ofthe control mechanism. The Audit Committee of the Board of Directors Statutory Auditorsand the Business Heads are periodically apprised of the internal Audit fillings andcorrective action taken. Audit play a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.Management Discussion and Analysis forms part of the Annual Report.

16. FIXED DEPOSITS:

The Company has not taken any fixed deposits as on date.

17. AUDITORS:

The Company’s Auditors M/s. LLB & Co. Chartered Accountants hold officeuntil the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment as per Section 139 of the Companies Act 2013. M/s. LLB & Co. haveexpressed their willingness to get appointed as the Statutory Auditors of the Company andhave furnished a certificate of their eligibility and consent under Section 141 of theCompanies Act 2013.

In terms of the Listing Regulations the Board based on the recommendation of theAudit Committee has recommended their appointment as Auditors of the Company till theconclusion of the 47th Annual General Meeting of the Company to be held in the year 2018subject to ratification at every Annual General Meeting.

The members are requested to consider the reappointment of M/s. LLB & Co.Chartered Accountants as Auditors from the conclusion of this Annual General Meeting tillthe conclusion of the 47th Annual General Meeting in the year 2018 subject to ratificationat every Annual General Meeting. There are no qualifications reservations or adverseremarks or disclaimers made by the Statutory Auditors in their report.

18. COST AUDIT:

As per the Cost Audit Orders Cost Audit is not applicable to the Company for thefinancial year 2015-2016.

19. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. Amit R. Dadheech & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the financial year 2015-16. TheSecretarial Auditor Report is annexed as Annexure B and forms an integral part ofthis Report.

There is no secretarial audit qualification for the year under review

20. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to deal with any instances of fraud andmismanagement in the Company. The mechanism provides for adequate safeguards againstvictimization of Director(s) and Employee(s) who avail themselves of the mechanism. It isaffirmed that no personnel of the Company has been denied access to the Audit Committee.

21. AUDIT COMMITTEE:

The Audit Committee is constituted in line with the regulatory requirements mandated bySection 177 of the Companies Act 2013 and regulation 18 of SEBI (LODR) Regulations 2015.

The Audit Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman
• Mr. Adarsh Chopra Member
• Mr. S.K. Thirani Member

22. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by Section 178 of the Companies Act 2013 and regulation 19 of SEBI(LODR) Regulations 2015.

The Audit Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman
• Mr. Adarsh Chopra Member
• Mr. S.K. Thirani Member

23. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted in line with the regulatoryrequirements mandated by Section 178(5) of the Companies Act 2013 and regulation 20 ofSEBI (LODR) Regulations 2015.

The Stakeholders Relationship Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman
• Mr. S.K. Thirani Member

24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of section 205A(5) and 205C of the Companies Act 1956 norelevant amounts remained unpaid or unclaimed for a period of seven years and no transferswere made to the Investors Education and Protection Fund.

25. ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS INTHE REPORT OF BOARD OF DIRECTORS) RULES. 1988.

(a) CONSERVATION OF ENERGY

Your Company was conserving the energy in the past.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review the Company not had any foreign exchange earnings oroutgo.

26. RELATED PARTY TRANSACTIONS:

There were contracts and job work arrangements entered into by the company inaccordance with the provisions of Section 188 of the Companies Act 2013. There were nomaterially significant Related Party Transactions made by the Company during the year.

27. RISK MANAGEMENT:

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.

28. CORPORATE SOCIAL RESPONSIBILTY:

The Company didn’t have a positive average net profit during the three immediatelypreceding financial years and in pursuance of its corporate social responsibility and inpursuance of Clause (o) of Sub Section (3) of Section 134 the company deemed it was notpossible to spend any sums for CSR policies.

29. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for thetimely and excellent assistance and co-operation extended by Financial InstitutionsBankers Customers stakeholders and other statutory authorities. Your Directors place onrecord their deep appreciation for the exemplary contribution made by the employees at alllevels.

On Behalf of the Board
Place: Mumbai S. K. Thirani
Date: 11th August 2016 Chairman