Futuristic Solutions Limited
M-50 2nd Floor Greater Kailash - I
New Delhi - 110048
The Directors have pleasure in submitting their 34th Annual report on thebusiness and operations of the Company along with the Audited Balance Sheet and Profit& Loss Accounts for the year ended March 31 2017.
Financial Results of the Company for the year under review alongwith the figures forprevious year are as follows:
| || ||(In INR) |
|Particulars ||March 31 2017 ||March 31 2016 |
|Net sales / Income from Operations ||21141724 ||37120171 |
|Other Income ||6094 ||102971 |
|Total Income ||21147818 ||37223142 |
|Profit before Interest Depreciation & Tax ||9412938 ||16926648 |
|Less: Interest ||1432991 ||2027297 |
|Depreciation ||629600 ||413562 |
|Profit before Tax ||7350346 ||14485789 |
|Less: Previous year adjustment ||(4825) ||- |
|Provision for Wealth Tax ||- ||- |
|Provision for current year income-tax ||2367641 ||4848161 |
|Net Profit after tax ||4987530 ||9637628 |
|Add: Balance carried from Profit & Loss A/c || || |
|Less: Provision for earlier year taxation ||- ||- |
|Net Profit after tax and adjustments ||4987530 ||9637628 |
|Dividends || || |
|Interim Dividend ||- ||- |
|Final Dividend (Proposed) ||5236724 ||5236724 |
|Tax on Dividend ||1066074 ||1066074 |
|Transferred to General Reserves ||- ||1407305 |
|EPS (Basic) ||0.48 ||0.92 |
|(Diluted) ||0.48 ||0.92 |
REVIEW OF OPERATIONS
Revenue for Financial Year March 31 2017 is Rs. 21141724/- as against Rs.37120171/- in the previous year. There is a decline in revenue of Rs. 15978447/-. Netprofit after depreciation and tax is Rs.4987530/- as against Rs.9637628/- in theprevious year. Your Company however looks forward to further strengthen its operationsby consistently focusing on embarking its profits for the coming years.
Your directors recommended a final dividend of Rs. 0.50 per share for the financialyear ended March 31 2017 amounting to Rs. 6302798/- (inclusive of tax of Rs.1066074/-). The dividend payout is subject to approval of members at the ensuing AnnualGeneral Meeting.
The dividend will be paid to members whose names appear in the Register of Members ason May 17 2017 and in respect of shares held in dematerialised form it will be paid tomembers whose names are furnished by National Securities Depository Limited and CentralDepository Services (India) Limited as beneficial owners as on that date.
During the year under review no amount was transferred to general reserves.
During the year under review the Company has increased its authorized share capitalfrom existing Rs. 120000000/ - (Rupees Twelve Crores only) to Rs. 150000000/- (RupeesFifteen Crores only) by creation of additional 3000000 (Thirty Lacs) Equity Shares ofRs. 10/- each ranking pari passu in all respect with the existing equity shares of theCompany at the 33rd annual general meeting at May 31 2016.
Your Company has not accepted deposits within the meaning of Section 73 and 76 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The questionof non compliance of the relevant provisions of the law relating to acceptance of depositdoes not arise.
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 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departure;
(ii) The Directors have 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 as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof 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 theCompany Mrs. Kuldip Sandhu (DIN: 00115595) Director of the Company retires by rotationat the ensuing Annual General Meeting and being eligible have offered herself forre-appointment.
(b) Declaration by an Independent Director
The Company has complied according to the provisions of Section 149(6) of the CompaniesAct 2013. The Company has also obtained declarations from all the Independent Directorspursuant 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 anannual performance evaluation of its own performance and the directors individually.
(d) Re-appointment of Managing Director
The Company has re-appointed Mr. Mandeep Sandhu as Managing Director of the Company atthe 33rd annual general meeting at May 31 2016 for a period of 03 years w.e.f.01.07.2016.
AUDITORS AND AUDITORS' REPORT Statutory Auditor
The term of M/s BGJC & Associates LLP Chartered Accountants statutory auditors ofthe company will be expires in the conclusion of this 34th AGM therefore the Company hasappointed M/s. KRA & Associates Statutory Auditors of the Company for a term of 05years from the conclusion of this AGM till the conclusion of 39th AGM held in the year2022 subject to the ratification at each annual general meeting held after forthcomingannual general meeting.
They have confirmed their eligibility to the effect that their appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forappointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
The Board has appointed M/s Kumar Rajesh & Associates Practicing Company Secretaryas the Secretarial Auditor of your Company to conduct Secretarial Audit for the financialyear 2016-17. The Secretarial Audit Report for the financial year ended March 31 2017 isannexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report doesnot 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 annexedherewith as "Annexure 3".
Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company hadestablished a vigil mechanism for directors and employees to report concern of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct.
NOMINATION & REMUNERATION COMMITTEE
Details pertaining to composition of Nomination & Remuneration Committee areincluded in the report on Corporate Governance.
The Board has on the recommendation of nomination & remuneration committee farmed apolicy for selection and appointment of directors senior management and theirremuneration.
BUSINESS RISK MANAGEMENT
The main identified risks at the Company are legal & regulatory risk. Your companyhas established a comprehensive risk management policy to ensure that risk to theCompany's continued existence as a going concern and to its development are identified andaddressed on timely basis. Risk management strategy as approved by the board of directorsis implemented by the company management.
RELATED PARTY TRANSACTION
The Board has formulated and adopted a Related Party Transactions Policy for thepurpose of identification monitoring and reporting related party transactions. The policyis available on company's website.
During the year under review the company entered into material related partytransaction and passed the special resolution at extra ordinary general meeting at August31 2016. The remaining related party transactions entered into by company during the FY2016-17 were on arm's length basis and in the ordinary course of business. The form AOC 2regarding material related party transactions is attached as Annexure 4.
The details of all material related party transactions during the year under review areset out in Note 25 of the financial statement forming part of the annual report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to listing agreement with Stock Exchanges report on Corporate Governancealong with Auditors statement on its compliance and Management Discussion and Analysis hasbeen included in this annual report as Annexure 5.
MATERIAL CHANGES IF ANY
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial relate and the dateof 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 tribunalsimpacting 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 apolicy on prevention of sexual harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made thereunder. There was no complaint on sexualharassment during the year under review.
DISCLOSURES Meeting of the Board
05 (Five) meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance.
Particulars of Employee and Related Disclosure
The applicable information required pursuant to Section 197 of the Companies Act 2013read 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 5.37 times.
(ii) Percentage increase in remuneration of each director CFO CEO CS or Manager ifany
|S. No. ||Name ||Designation ||% increase |
|1. ||Mr. Mandeep Sandhu ||Chairman and Managing Director ||0% |
|2. ||Mr. UK Gupta ||Chief Financial Officer ||12% |
|3. ||Ms. Firdos Khan ||Company Secretary ||9% |
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 2017 stood at 6 as comparedto 4 as on March 31 2016.
(v) The remuneration paid to Chairman & Managing director as per Schedule V of theCompanies Act 2013 and as per remuneration policy of the Company.
(vi) No Employee was employed throughout the financial year at an aggregate salary ofnot less than Rs. One Crore and Two Lacs.
(vii) No Employee was employed for a part of the financial year at an aggregate salaryof not less than Rs. Eight Lacs and Fifty Thousand per month.
(viii) No one was employed throughout the financial year or part thereof receivingremuneration 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 theprovisions 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 inthe Companies (Accounts) 2014 are not applicable to Futuristic Solutions Limited.
Futuristic Solutions Limited does not have any foreign exchange earnings andexpenditure.
Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit Committee were accepted byBoard.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
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 theshareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders' Grievance Committee of the Board meets periodically and reviews the statusof the Shareholders' Grievances. The shareholders of the Company continue to be traded inelectronic forum and de-materialization exists with both the depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authorities andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.
| ||For and on behalf of the Board |
| ||For Futuristic Solutions Limited |
| ||Sd/- |
|Place : New Delhi ||Mandeep Sandhu |
|Dated : 27.04.2017 ||(Managing Director) |