TO THE SHAREHOLDERS
The Board of Directors hereby presents the 29th Annual Report on the business andoperations of Company and summary of Financial Statement for the year ended 31st March2017.
| || ||( ` In Lacs) |
| ||2016-17 ||2015-16 |
|Gross Revenue from Operations ||- ||- |
|Other Income ||- ||- |
|Profit / (Loss) Before Depreciation ||(5.49) ||(5.02) |
|Interest Taxation & Exceptional items || || |
|Less: Depreciation ||- ||- |
|Profit / (Loss) Before Interest ||(5.49) ||(5.02) |
|Taxation & Exceptional Items. || || |
|Less: Interest ||(124.82) ||(0.05) |
| ||(130.31) ||(5.07) |
|Profit /(Loss) Before Exceptional items and Taxation || || |
|Less: Exceptional items ||(4.57) ||(3.10) |
|Profit/(Loss) for the Year ||(134.88) ||(8.17) |
The operations for the year under review have resulted in loss of Rs. 134.88 Lacs asagainst loss of Rs. 8.17 Lacs in previous year.
There were no manufacturing operations during the year under review.
Exports for the current year are NIL as against NIL of previous year as there were nomanufacturing operations during the year under review.
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.
The paid up Equity Share Capital of the Company as on March 31 2017 was Rs. 1731.58Lacs. During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
BOARD OF DIRECTORS AND ITS MEETINGS
During the year Five 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
The 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
In accordance with Section 152 of the Companies Act 2013 and Articles of Associationof the Company Mr. Rishi Pilani (DIN 00901627) and Mr. Rauank Pilani (DIN 00932269) shallretire by rotation as Directors at the ensuing Annual General Meeting and being eligibleoffers 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.
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 accountingstandards have been followed. ii) The directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for the year underreview. 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) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. vi) Thedirectors had devised proper system to ensure compliance with the provisions of allapplicable 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.
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
In terms of provisions of Section 139 of the Companies Act 2013 M/s P V Dalal &co. Chartered Accountants Mumbai (Registration No. 102049W) the existing StatutoryAuditors of the Company who were appointed for a term of three Consecutive Financial years2014-15 2015-16 and 2016-17 to hold office till the conclusion of the 29th AGMcannot be re-appointed.
Accordingly M/s JHAWAR MANTRI & ASSOCIATES Chartered Accountants (Registrationnumber 113221W) were appointed as the Statutory Auditors of the Company to hold officefrom the conclusion of the 29th Annual General Meeting (AGM) until the conclusion of theAnnual General Meeting of the Company to be held in the year 2017. As required under theprovisions of Section 139(1) of the Companies Act 2013 the Company has received awritten consent from M/s JHAWAR MANTRI & ASSOCIATES
Chartered Accountants to their appointment and a certificate to the effect that theirappointment if made would be in accordance with the Companies Act 2013 and the rulesframed thereunder and that they satisfy the criteria provided in Section 141 of theCompanies Act 2013.
Members are requested to approve the appointment of the Statutory Auditor as aforesaidand fix their remuneration.
The auditor's report is self-explanatory and does not require 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.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report which form anintegral 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.
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 in included in this Report as Annexure-II andforms an integral part of this Report.
CASH FLOW STATEMENT
In conformity with the provision of the Listing Regulations the cash flow statement forthe year ended March 31 2017 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.
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 2017 ||Chairman |