FOR THE FINANCIAL YEAR 2017-2018
Your directors have pleasure in presenting their 47th Annual Report on thebusiness and operations of the company together with the Audited Statement of Accounts forthe year ended 31st March 2018.
|1. FINANCIAL RESULTS ||Financial Year 2017-2018 ||Financial Year 2016-2017 |
| ||(in Rs.) ||(in Rs.) |
|Gross Sales and Other Income ||1087705 ||1016833 |
|Profit before Depreciation and Taxation ||383900 ||407289 |
|Less: (i) Depreciation ||12350 ||12350 |
|(ii) Provisions for Taxation (Including Earlier Years & Deferred tax) ||67407 ||97325 |
|Profit after Taxation ||304143 ||297614 |
|Add: Profit / (Loss) brought forward from previous year ||(6373148) ||(6670762) |
|Profit / (Loss) available for appropriation ||(6069005) ||(6373148) |
|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 ||(6069005) ||(6373148) |
|Earning Per share (Rs.) Basic ||0.16 ||0.15 |
|Earning Per Share (Rs.) Diluted ||0.16 ||0.15 |
Keeping in view in order to conserve resources for expansion & liquidity positionsof the Company the directors are not recommending any dividend for the financial year2017-2018.
3. SHARE CAPITAL:
During the year under review there has been no change in the paid-up share capital ofthe Company which is 1950000 Equity shares of Rs. 10/- each.
4. PUBLIC DEPOST:
Your Company has not accepted any deposits from the public falling within the ambit ofSections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptanceof Deposits) Rules 2014.
5. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:
The details of Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013 form a part of the Notes to the Financial Statements provided in thisAnnual Report.
6. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:
The Directors in their meeting held on 16th April 2018 approved shifting ofthe registered office of the Company from 117 Shah & Nahar Industrial Estate Off Dr.E. Moses Road Worli Mumbai 40001 to 202 Ashford Chambers Lady Jamshedji Road Mahim(West) Mumbai - 400 016.
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.
Reserve Bank of India (RBI) has recently in July 2018 cancelled the Certificate ofRegistration issued to the Company for carrying out Non-Banking Financial Companyactivities. The Directors are seeking advice on the matter and will take appropriateaction in this regard.
8. CORPORATE GOVERNANCE:
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 for the time being.
The Company is committed to maintain the highest standard of Corporate Governance andadhere to the Corporate Governance requirements set out by the Regulatory/Government.
9. PARTICULARS OF EMPLOYEES:
The disclosure of information required pursuant to Section 197 (12) read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable as no managerial personnel is 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 (Annexure-A) available at http://www.futuristicsecurities.com
11. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has set up an Internal Complaints Committee under the provision of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 to lookinto complaints relating to sexual harassment at work place of woman employee.
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint under the above act.
Sad demise of Mr Sushil Kumar Thirani - Chairman of the Company: It is with theprofound sadness and in deep grief the Board of Directors inform that our belovedChairman Mr Sushil Kumar Thirani passed away on 28th April 2018. He was knownand respected for his achievements and championing diversity in business of the Company.Besides being an Industrialist he also took keen interest in social cause. He constructeda hospital at Nohar Rajasthan and a school in Thane Maharashtra. He made generouscontributions to the various charitable and educational institutions throughout thecountry. The Board would like to pay tribute to his remarkable contribution to thebusiness of the Company and to the social cause.
The Board appointed Mr. R.K.Saboo (DIN: 00053600) as an Additional Director of theCompany with effect from 30th May 2018. He holds the office upto the ensuingAnnual General Meeting. The Board recommends his appointment as Director.
None of the Directors of the Company is disqualified as per the provisions of Section164(2) of the Companies Act 2013.
During the Financial Year 2017-2018 four meetings of the Board of Directors of theCompany the details of which are given as below. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.
|Sr. No. ||Date of Meetings held |
|1 ||May 30 2017 |
|2 ||August 11 2017 |
|3 ||November 14 2017 |
|4 ||February 14 2018 |
(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 and otherCommittees.
(b) 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) that in the preparation of the Annual Accounts for the financial year ended 31stMarch 2018 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies have been selected and applied consistently and suchjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2018 and theprofit of the Company for the financial year ended as at that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company for preventing and detecting fraud and other irregularities;
d) that the Annual Accounts for the Financial Year ended March 31 2018 have beenprepared on a going concern basis;
e) that proper Internal Financial Controls were in place and that the FinancialControls were adequate and were operating effectively;
f) that proper systems are in place to ensure compliance of all laws applicable to theCompany and that such systems are adequate and 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. TheCompanys internal control system commensurate with its size scale and complexitiesof 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.
M/s. LLB & Co Chartered Accountants (Registration No. 117758W) who are theStatutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting of the Company. It is proposed to appoint M/s R. Jaitlia & CoChartered Accountants (Registration No. 117246W) as statutory Auditors of the Companyfrom the conclusion of this Annual General Meeting till the conclusion of 52nd AnnualGeneral Meeting of the Company subject to approval of members at Annual General Meeting.
As per the Cost Audit Orders Cost Audit is not applicable to the Company for thefinancial year 2017-2018.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed M/s. Roy Jacob & Co Practicing Company Secretary(Certificate of PracticeNo. 8220) Mumbai to undertake the Secretarial Audit of the Company for the Financial Year2017-18.
The Secretarial Audit Report issued by M/s. Roy Jacob & Co Secretarial Auditorsfor the Financial Year ended March 31 2018 is annexed herewith as "Annexure-B".
17. 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)/ Employee(s) who avail themselves of the mechanism. It isaffirmed that no personnel of the Company has been denied access to the Audit Committee.
18. 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 of the following members:
Mr. Pradeep Jatwala - Chairman
Mr. Adarsh Chopra - Member
Mr. R.K. Saboo - Member
19. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is constituted in line with the regulatoryrequirements mandated by Section 178(2) of the Companies Act 2013 and regulation 19 ofSEBI (LODR) Regulations 2015.
The Nomination and Remuneration Committee of the Company comprises of the followingmembers:
Mr. Pradeep Jatwala - Chairman
Mr. Adarsh Chopra - Member
Mr. R.K. Saboo - Member
20. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is constituted in line with theregulatory requirements mandated by Section 178(5) of the Companies Act 2013 andregulation 20 of SEBI (LODR) Regulations 2015.
The Stakeholders Relationship Committee of the Company comprises of the followingmembers:
Mr. Pradeep Jatwala - Chairman
Mr. R.K.Saboo - Member
Mrs. Nandini Mehta - Member
21. LISTING FEES:
Your Company has paid requisite annual listing fees to BSE Limited (BSE) on April 182018.
22. ADDITIONAL INFORMATION:
(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.
23. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarms length basis and in ordinary course of business. There were no materiallysignificant related party transactions entered into by the company with PromotersDirectors and Key Managerial Personnel which may have a potential conflict with theinterest of the company at large. All realted party transactions were placed before theAudit Committee as also the Board for approval wherever required.
24. 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.
25. CORPORATE SOCIAL RESPONSIBILTY:
As per section 135 of Companies Act 2013 every company having net worth of rupeesfive hundred crores or more or turnover of rupees one thousand crores or more or a netprofit of rupees five crores or more during any financial year shall constitute aCorporate Social Responsibility Committee of the Board.
As Company is not satisfying any of the above criteria Corporate Social Responsibility(CSR) provisions under the said act are not applicable.
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.
| ||BY ORDER OF THE BOARD |
| ||Pradeep Jatwala |
| ||Director |
|Place: Mumbai || |
|Date: August 14 2018 || |