The Directors have pleasure in submitting their 39th 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 2022. financial results
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
|particulars ||2021-22 ||2020-21 |
|Revenue from operations ||22.79 ||52.20 |
|Add: Other Income ||16.42 ||1.12 |
|Total Income ||39.22 ||53.32 |
|Profit/Loss before Interest Depreciation & Tax ||2.97 ||16.65 |
|Less: Interest ||1.58 ||15.72 |
|Depreciation ||5.14 ||3.14 |
|Profit/Loss before Tax ||(3.75) ||(2.22) |
|Less: Previous year adjustment ||0.03 ||- |
|Provision for current year income-tax and Deferred Tax ||-0.68 ||- |
|Profit /Loss for the year ||(3.09) ||(2.22) |
|Other Comprehensive Income/Loss ||- ||- |
|Total Income /Loss for the year ||(3.09) ||(2.22) |
|Earning per share || || |
|- Basic ||-0.03 ||-0.02 |
|- Diluted ||-0.03 ||-0.02 |
review of operations and state of Company affairs
During the year ended March 31 2022 your Company has achieved total Revenue of Rs.22.79 Lakhs as against Rs. 52.20 lakhs in the previous year ended March 31 2021. The NetLoss before tax stood at Rs.3.75 lakhs as against net loss before tax Rs. 2.22 lakhs inthe previous year.
No dividend was declared for the financial year ended March 31 2022 by the Board ofDirectors.
During the year under review no amount was transferred to general reserves.
During the year under review the Company has not issued any shares.
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.
Subsidiaries/joint Ventures/associate companies
The Company doesnt have any subsidiary Joint Venture or Associate Company.
Change In nature of business
During the year under review there was no change in nature of Business of Company.
Management Discussion and analysis
The Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to thisreport and forms part of the Annual Report.
Directors and key managerial personnel retirement by rotation
The Board of your Company is duly constituted which is in compliance with therequirements of the Act the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 (hereinafter referred to as SEBI Listing Regulations) and provisions ofArticles of Association of Company.
In accordance with Section 152 of the Companies Act2013 Articles of Association ofthe Company and subject to the approval of members of the Company Ms. Sangeeta SandhuDirector (DIN: 00115443) is liable to retire by rotation at the ensuring Annual GeneralMeeting of the Company and the Board recommends the re-appointment.
appointment of Cfo
During the period under review Mr. Umesh kumar Gupta had resigned from the post ofChief Financial Officer and was relieved from the Services of the Company w.e.f.07.10.2021. In his place Mr. Tanuj Krishna Sehgal was appointed as Chief Financial Officerof the Company w.e.f. 11.02.2022.The Board placed on record the valuable guidance andsupport received from them during their tenure.
The Board of Director at its meeting held on 11th February 2022 based onthe recommendation of Nomination and Remuneration Committee has appointed Mr. TanujKrishna Sahgal as Chief Financial Officer of the Company.
appointment of Cs
During the period under review The Board of Director at its meeting held on 7th June2021 based on the recommendation of Nomination and Remuneration Committee has appointedMs. Heena Arora as Company Secretary & Compliance Officer of the Company.
Further Ms. Heena Arora resigns from the post of Company Secretary & ComplianceOfficer in the meeting of the board held on 12.05.2022 & replaced by Ms. Nupur Beribased on the recommendation of Nomination and Remuneration Committee with effect from12.05.2022.
key managerial personnel
The following persons have been designated as Key Managerial Personnel (herein afterreferred as to as KMP) of the Company in accordance with the provisions of Section 2(51)and Section 203 of the Act read with rules framed thereunder.
1. Mr. Mandeep Sandhu Chairman & Managing Director
2. Mr. Tanuj Krishna Sahgal Chief Financial Officer
3. Ms. Nupur Beri Company Secretary & Compliance Officer
Declaration by an Independent Director
The Company has received declaration from all the Independent Directors confirming thatthey meet the criteria of Independence as prescribed under Section 149(6) of the CompaniesAct 2013 read with the schedules and rules made there under along with declaration forcompliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
re-appointment of Independent Director
Based on the recommendation of the Board Nomination and Remuneration Committee andafore-stated summary of performance evaluation of Mr. Sunil Gupta during his tenure as aDirector the Board is of the opinion that Mr. Sunil Gupta fulfils the conditionsprescribed for the re-appointment in the Act and SEBI Listing Regulations and hasrecommended the re-appointment of Mr. Sunil Gupta as an Independent Director of theCompany to hold office for a second term of five consecutive years commencing fromSeptember 09 2022 till September 08 2027 and he shall not be liable to retire byrotation. Mr. Sunil Gupta is liable for re-appointment at the ensuring Annual GeneralMeeting of the Company and the Board recommends the re-appointment.
Based on the recommendation of the Board Nomination and Remuneration Committee andafore-stated summary of performance evaluation of Mr. Sanjiv Kumar Taneja during histenure as a Director the Board is of the opinion that Mr.
Sanjiv Kumar Taneja fulfils the conditions prescribed for the re-appointment in the Actand SEBI Listing Regulations and has recommended the re-appointment of Mr. Sanjiv KumarTaneja as an Independent Director of the Company to hold office for a second term of fiveconsecutive years commencing from September 09 2022 till September 08 2027 and he shallnot be liable to retire by rotation.Mr. Sanjiv Kumar Taneja is liable for re-appointmentat the ensuring Annual General Meeting of the Company and the Board recommends there-appointment.
re-appointment of managing Director
Based on the strong performance of the Company under the leadership of Mr. MandeepSandhu the Nomination & Remuneration Committee ("NRC") recommended thereappointment of Mr. Mandeep Sandhu as Managing Director of the Company for a furtherperiod of 5 years i.e. from July 7 2022 to July 6 2027 respectively. Mr. Mandeep Sandhuis liable for re-appointment at the ensuring Annual General Meeting of the Company on theboard meeting held on 07.07.2022.
annual Valuation of Board Its Committees and Individual Directors:
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance and that of the Directors aswell as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors.
The Boards functioning was evaluated on various aspects including inter aliastructure of the Board including qualifications experience and competence of Directorsdiversity in Board and process of appointment; Meetings of the Board including regularityand frequency agenda discussion and dissent recording of minutes and dissemination ofinformation; functions of the Board including strategy and performance evaluationcorporate culture and values governance and compliance evaluation of risks grievanceredressal for investors stakeholder value and responsibility conflict of interestreview of Board evaluation and facilitating Independent Directors to perform their roleeffectively; evaluation of managements performance and feedback independence ofmanagement from the Board access of Board and management to each other succession planand professional development; degree of fulfillment of key responsibilities establishmentand delineation of responsibilities to Committees effectiveness of Board processesinformation and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications prior experience knowledgeand competence fulfillment of functions ability to function as a team initiativeavailability and attendance commitment contribution integrity independence andguidance/ support to management outside Board/ Committee Meetings. In addition theChairman was also evaluated on key aspects of his role including effectiveness ofleadership and ability to steer meetings impartiality ability to keep shareholdersinterests in mind and effectiveness as Chairman. Areas on which the Committees of theBoard were assessed included mandate and composition; effectiveness of the Committee;structure of the Committee; regularity and frequency of meetings agenda discussion anddissent recording of minutes and dissemination of information; independence of theCommittee from the Board; contribution to decisions of the Board; effectiveness ofmeetings and quality of relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The NRC also reviewed the performance ofthe Board its Committees and of the Directors.
The Chairman of the Board provided feedback to the Directors on an individual basis asappropriate. Significant highlights learning and action points with respect to theevaluation were presented to the Board.
Board and Committee meetings
(I) meeting of the Board
The notices of Board / Committee meetings are given well in advance to all theDirectors. The Agenda for the Board and Committee Meetings include detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.All observations recommendations and decisions of the Committees are placed before theBoard for consideration and approval. Seven (7) Meetings of the Board of Directors wereheld during the year 2021-22 and the gap between two meetings did not exceed one hundredand twenty days.
The necessary quorum was present at all the meetings. The particulars of meetings heldand attended by each Director are detailed in the Corporate Governance Report.
(II) audit Committee
The Audit Committee of the Board as on 31st March 2022 comprises Independent Directorsnamely Mr. Sanjiv Kumar Taneja (Chairman) Mr. Sunil Gupta and Mr. Anupam Dev as members.The powers role and terms of reference of the Audit Committee covers the areas ascontemplated under Regulation 18 of SEBI Listing Regulations Section 177 of the Act andsuch other functions as may be specifically delegated to the Committee by the Board fromtime to time. During the year 5 (Five) Audit Committee meetings were held the details ofwhich are provided in the Corporate Governance Report which forms part of this AnnualReport. The maximum interval between the two meetings did not exceed 120 days asprescribed under the Companies Act 2013 and the SEBI Listing Regulations. During the yearall the recommendations made by the Audit Committee were accepted by the Board.
(III) nomination and remuneration Committee
Nomination and Remuneration Committee of the Board as on 31st March 2022 comprises ofthree Non-Executive Directors namely Mr. Sanjiv Kumar Taneja (Chairman) Mr. Sunil Guptaand Mrs. Sangeeta Sandhu as members. The powers role and terms of reference of theNomination and Remuneration Committee covers the areas as contemplated under Regulation 19of SEBI Listing Regulations and Section 178 of the Act besides other terms as may bereferred by the Board of Directors. During the year 3 (three) Nomination and RemunerationCommittee meeting was held the details of which are provided in the Corporate GovernanceReport which forms part of this Annual Report. The Board has accepted all recommendationsmade by the Nomination and Remuneration Committee during the year.
(IV) stakeholders relationship Committee
The Stakeholders Relationship Committee of the Board as on March 31 2022 comprisesof Mr. Sanjiv Kumar Taneja (Chairman) Mr. Sunil Gupta and Mr. Anupam Dev Ms. Heena Aroraas members. The Committee inter-alia reviews and ensures redressal of investorsgrievances. During the year 2 (Two) Stakeholders Relationship Committee meetings wereheld the details of meetings and other details are provided in the Corporate GovernanceReport which forms part of this Annual Report.
Directors Responsibility statement
Your Directors state that: i. In the preparation of the annual accounts for the yearended March 31 2022 the applicable accounting standards have been followed along withproper explanation relating to material departure;
ii. The Directors have selected such accounting policies and were applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andof the profit of the 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 Directors 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.
Auditors And Auditors report
At the 34th AGM held on May 24 2017 the Members approved appointment ofM/s. KRA & Associates Chartered Accountants
(Firm Registration No. 002352N) as Statutory Auditors of the Company to hold office fora period of five years from the conclusion of that AGM till the conclusion of the 39thAGM . M/s. KRA & Associates will complete their tenure of five years as the StatutoryAuditors of the Company at this 39th Annual General Meeting (AGM) of the Company.
The Statutory Auditors showed their Unwillingness for re-appointment for a further termof 5 years. On the recommendation of the Audit Committee the Board on its meeting heldon August 9 2022 has recommended the Appointment of M/s Mahesh Yadav & Co. CharteredAccountants as the Statutory Auditors of the Company subject to the approval at theensuing AGM for a term of 05 years from the conclusion of this AGM till the conclusion of44th AGM held in the year 2027 on such remuneration as shall be fixed by the Board ofdirectors of the Company.
Further the Auditors Report given by M/s. KRA & Associates StatutoryAuditors on the financial statements of the Company for the year ended March 31 2022 ispart of the Annual Report. The Auditors Report does not contain any qualificationreservation or adverse remark. During the year under review the Auditors had not reportedany matter under Section 143(12) of the Act therefore no detail is required to bedisclosed under Section 134 (3)(ca) of the Act.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s Kumar Rajesh & Associates Practicing Company Secretary as theSecretarial Auditor of your Company to undertake the Secretarial Audit for the financialyear 2021-22. The Secretarial Audit Report for the financial year ended March 31 2022 isannexed herewith marked as annexure -1 to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
Compliance With Secretarialstan Dards
The Secretarial Audit Report confirms that the Company has complied with applicableSecretarial Standards.
Reporting Of Fraud By Auditors
During the period under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under section 143(12) of the Companies Act2013 any instance of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Boards report.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2022 on its website atwww.fsl.co.in. By virtue of amendment to Section 92(3) of the Companies Act 2013 theCompany is not required to provide extract of Annual Return (Form MGT-9) as part of theBoards report.
Pursuant to the provision of Section 177(9) of the Companies Act 2013 and Regulation22 of SEBI Listing Regulations the Company has adopted a Whistle Blower Policy to providea formal vigil mechanism to the Directors and employees to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Companys Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairperson of the Audit Committee. It is affirmed that no personnel of the Companyhas been denied access to the Audit Committee. The Whistle Blower Policy is available onthe website of your Company viz. www.fsl. co.in.
The Board has on the recommendation of nomination & remuneration committee framed apolicy for selection and appointment of directors senior management their remunerationand other matters as required under sub-section (3) of Section 178 of the Companies act2013 is available on our website at www.fsl.co.in.
Risk Management Policy
The main identified risks at the Company are legal & regulatory risk. Your companyhas established a comprehensive risk management policy to ensure that risk to theCompanys continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theboard of directors is implemented by the company management. The Risk Management Policy isavailable on the website of your Company viz. www.fsl.co.in.
Related Partytransa Ction
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 companys website. The particulars of contracts entered during theyear are shown in the prescribed Form AOC-2 which is enclosed as annexure-2.
The details of all material related party transactions during the year under review areset out in Note- 26 of the financial statement forming part of the annual report.
Corporate Governance And Management Discussion And Analysis
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out by the Regulators/ applicablelaws. Pursuant to SEBI listing Regulations with Stock Exchanges report on CorporateGovernance along with Auditors statement on its compliance and Management Discussion andAnalysis has been included in this annual report as annexure 3.
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.
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 employees is 9.1:1
no Director except mr. mandeep sandhu receives any remuneration from the Company.
ii. Percentage increase in remuneration of each director CFO CEO CS or Manager ifany in the Financial Year - NA
iii. The percentage increase in the median remuneration of employees in the FinancialYear is 0%
iv. The total number of permanent employee as in March 31 2022 stood at 3
v. Average percentile increase already made in the salaries of employees other than theManagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration: The average increase in salaries of employees inthe 2021-22 was 0% .Percentage increase in the managerial remuneration for the year was 0%
vi. The remuneration paid to Chairman & Managing director as per Schedule V of theCompanies Act 2013 and as per remuneration policy of the Company.
vii. Employed throughout the year and were in receipt of remuneration not less than Rs.One Crore and Two Lacs NIL
viii. Employed for a part of year and were in receipt of remuneration not less than Rs.Eight Lacs and Fifty Thousand per month NIL
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 and expenditure.
The Equity shares of the Company are listed at Bombay Stock Exchange. The Company haspaid listing fees due to the Stock Exchange.
a. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b. Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Issue of Shares with differential voting rights
The Company has not issued any shares with differential rights during the year underreview.
e. Issue of Shares under Employee Stock Option Scheme
No such issue of shares under employee stock option scheme was made.
f. Issue of shares through private placement Nil
g. Issue of Shares without differential voting rights Nil.
corporate social responsibility
Provision of Section 135 are not applicable to the Company.
Details Of Adequacy of Internal Financial Controls With Reference To The Financialstatements
The Directors had laid down internal financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Audit Committee evaluates the internal financialcontrol system periodically.
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 thestatus of the Shareholders Grievances. The shareholders of the Company continue tobe traded in electronic forum and de-materialization exists with both the depositoriesviz. National Securities 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 Companys executivesstaff and workers.
| ||for and on behalf of the Board |
| ||futuristic solutions limited |
| ||sd/- |
|place: new Delhi ||mandeep sandhu |
|Date: 09.08.2022 ||Chairman & managing Director |
| ||(DIn: 00115301) |
| ||r-5 3rd floor gk-1 |
| ||new Delhi - 110048 |