Futuristic Solutions Limited
M-50 2nd Floor Greater Kailash - I
New Delhi - 110048
The Directors have pleasure in submitting their 35th Annual report on the business andoperations of the Company along with the Audited Balance Sheet and Profit & LossAccounts for the year ended March 31 2018.
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
|Particulars ||March 31 2018 ||March 31 2017 |
|Net sales / Income from Operations ||2913898 ||21140949 |
|Other Income ||70863 ||6870 |
|Total Income || |
|Profit before Interest Depreciation & Tax ||(6558565) ||9412938 |
|Less: Interest ||2089041 ||1432991 |
|Depreciation ||944256 ||629600 |
|Profit before Tax || |
|Less: Previous year adjustment ||37135 ||(4825) |
|Provision for Wealth Tax ||- ||- |
|Provision for current year income-tax and Deferred Tax ||3497 ||2367641 |
|Net Profit after tax || |
|Add: Balance carried from Profit & Loss A/c || || |
|Less: Provision for earlier year taxation ||- ||- |
|Net Profit after tax and adjustments || |
|Dividends || || |
|Interim Dividend ||- ||- |
|Final Dividend (Proposed) ||- ||5236724 |
|Tax on Dividend ||- ||1066074 |
|Transferred to General Reserves ||- ||- |
|EPS (Basic) ||(0.92) ||0.48 |
|(Diluted) ||(0.92) ||0.48 |
REVIEW OF OPERATIONS
Revenue for Financial Year March 31 2018 is Rs. 2913898/- as against Rs.21140949/- in the previous year. There is a decline in revenue of Rs. 18227051/-. Netloss after depreciation and tax is Rs.9632493/- as against Net Profit of Rs.4987531/-in the previous year. Your Company however looks forward to furtherstrengthen its operations by focusing on the core business of the Company and makinggenuine efforts for maximizing the profits of the Company in the coming financial years.
No dividend was declared for the financial year ended March 31 2018 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.
The Company is not having any subsidiary company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Appointment and Retirement:
In accordance with the provisions of Section 152 of the Act Mrs. Sangeeta Sandhu (DINNo. 00115443) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible has offered herself for re-appointment and is eligible forre-appointment.
During the year Mr. Shalabh Ahuja and Mr. Charanjit Singh Panag retired asNon-Executive Independent Directors of the Company on completing the term of theirtenure. The Directors wish to place on record their sincere appreciation of thesignificant contribution made by Mr. Shalabh Ahuja and Mr. Charanjit Singh Panag duringtheir tenure as Directors of the Company.
Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta have been appointed as Additional Directorson the Board of the Company with effect from 09th September 2017. Pursuant to theprovisions of Section 161 of the Act and Article 116 of the Articles of Association of theCompany Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta are eligible for appointment asNon-Executive Independent Directors of the Company. In compliance with the provisions ofSection 149 read with Schedule IV of the Act the appointment of Mr. Sanjiv Kumar Tanejaand Mr Sunil Gupta as Independent Directors for a term of five years is being placedbefore the Members in General Meeting for their approval. As per the provisions of Section149 of the Act they will not be liable to retire by rotation. Members are requested torefer to Item Nos.4 and 5 of the Notice of the Annual General Meeting (AGM) and theExplanatory Statement for details of their qualifications and experience.
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations. In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Rules made there under and areindependent of the management.
(b) Familiarization program for Independent Directors
All new independent directors inducted into Board attend an orientation program. Thedetails of the training and the familiarization program are provided in the Corporategovernance report. Further at the time independent directors the Company issues a formalletter of appointment outlining his role function duties and responsibilities. Theformal letter of appointment is available on our site www.fsl.co.in/Investor-area/Independent-directors/appointment-of-independent-director.pdf.
Declaration by an Independent Director
(c) Annual Evaluation 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 Board's 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 management's 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 shareholders'interests in mind and effectiveness as Chairman.
Areas on which the Committees of the Board were assessed included mandate andcomposition; effectiveness of the Committee; structure of the Committee; regularity andfrequency of meetings agenda discussion and dissent recording of minutes anddissemination of information; independence of the Committee from the Board; contributionto decisions of the Board; effectiveness of meetings and quality of relationship of theCommittee 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 providedfeedback to the Directors on an individual basis as appropriate. Significant highlightslearning and action points with respect to the evaluation were presented to the Board.BOARD AND COMMITTEE MEETINGS
A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Seven Board Meetings were convened and held during the year.
The Board has constituted an Audit Committee with Mr. Sanjiv Kumar Taneja (earlier Mr.Shalabh Ahuja) as Chairperson Mr. Sunil Gupta (earlier Maj. Gen. Charanjit Singh Panag(Retd.)) and Mrs. Anita Ahuja as Members. There have been no instances during the yearwhen recommendations of the Audit Committee were not accepted by the Board.
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
(i) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto 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 2018 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 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.
AUDITORS AND AUDITORS' REPORT Statutory Auditor
M/s. KRA & Associates Chartered Accountants were appointed as Statutory Auditorsof your Company at the Annual General Meeting held on 24th May 2017 for a term of fiveconsecutive years. As per the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting.
In accordance with the Companies Act 2017 enforced on 7th May 2018 by the Ministry ofCorporate Affairs the appointment Statutory Auditors is not required to be ratified byMembers at every Annual General Meeting. The Report given by the Auditors on the financialstatements of the Company is part of the Annual Report. There has been no qualificationreservation adverse remark or disclaimer given by the Auditors in their Report.
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 2017-18. The Secretarial Audit Report for the financial year ended March 31 2018 isannexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
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 Board's report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 3".
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.
Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company hasadopted a Whistle Blower Policy to provide a formal vigil mechanism to the Directors andemployees to report their concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy. The Policy provides foradequate safeguards against victimization of employees who avail of the mechanism and alsoprovides for direct access to the Chairperson of the Audit Committee. It is affirmed thatno personnel of the Company has been denied access to the Audit Committee.
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 framed apolicy for selection and appointment of directors senior management their remunerationand other matters as required under subsection (3) of Section 178of the Companies act2013 is available on our website athttp://www.fsl.co.in/investor-area/statutory-disclosure/nomination-and-remuneration-policy.pdf.
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.
The form AOC 2 regarding 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.
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
07 (Seven) 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 5.20 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 ||- |
|2. ||Mr. UK Gupta ||Chief Financial Officer ||- |
|3. ||Ms. Kuljit Kaur ||Company Secretary ||- |
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 2018 stood at 7 as comparedto 6 as on March 31 2017.
(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) Employed throughout the financial year 2017-18 with a salary of Rs. One Crore andTwo Lacs - NIL
(vii) Employed for a part of financial year 2017-18 with an aggregate salary of Rs.Eight Lacs and Fifty Thousand per month - NIL
(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 : 03.08.2018 ||Chairman & Managing Director |
| ||(DIN: 00115301) |
| ||R-5 3rd Floor GK-1 |
| ||New Delhi - 110048 |