Futuristic Solutions Limited M-50 2nd Floor Greater Kailash - I New Delhi - 110048
The Directors have pleasure in submitting their 36th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31 2019.
Financial Results of the Company for the year under review along with the figures for previous year are as follows:
|Particulars||March 31 2019||March 31 2018|
|Net sales / Income from Operations||39542958||2913898|
|Profit before Interest Depreciation & Tax||2217344||(6558565)|
|Profit before Tax||5521470||(9591862)|
|Less: Previous year adjustment||(81064)||37135|
|Provision for Wealth Tax||-||-|
|Provision for current year income-tax and Deferred Tax||(268354)||3497|
|Net Profit after tax||5870887||(9632493)|
|Add: Balance carried from Profit & Loss A/c|
|Less: Provision for earlier year taxation||-||-|
|Net Profit after tax and adjustments||5870887||(9632493)|
|Final Dividend (Proposed)||-||-|
|Tax on Dividend||-||-|
|Transferred to General Reserves||-||-|
REVIEW OF OPERATIONS
During the year ended March 31 2019 your Company has achieved total Revenue of Rs. 39542958/- as against Rs. 2913898/- in the previous year ended March 31 2018. There is an increment in revenue of Rs. 36629060/-. Your company has achieved Net Profit after depreciation and tax is Rs.5870887/- as against Net loss of Rs.9632493/- in the previous year.
No dividend was declared for the financial year ended March 31 2019 by the Board of Directors.
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 the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The question of non compliance of the relevant provisions of the law relating to acceptance of deposit does 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. Kuldip Sandhu (DIN No. 00115595) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment and is eligible for re-appointment.
During the year Mrs. Anita Ahuja resigned as Non-Executive Independent Director of the Company on 26th June 2019. The Directors wish to place on record their sincere appreciation of the significant contribution made by Mrs. Anita Ahuja during their tenure as Director of the Company.
Mr. Anupam Dev has been appointed as Additional Director on the Board of the Company with effect from 05th August 2019. Pursuant to the provisions of Section 161 of the Act and Article 116 of the Articles of Association of the Company Mr. Anupam Dev is eligible for appointment as Non-Executive Independent Director of the Company. In compliance with the provisions of Section 149 read with Schedule IV of the Act the appointment of Mr. Anupam Dev as Independent Director for a term of five years is being placed before the Members in General Meeting for their approval. As per the provisions of Section 149 of the Act he will not be liable to retire by rotation. Members are requested to refer to Item No. 3 of the Notice of the Annual General Meeting (AGM) and the Explanatory Statement for details of his qualification and experience. All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.
(b) Familiarization program for Independent Directors
All new independent directors inducted into Board attend an orientation program. The details of the training and the familiarization program are provided in the Corporate governance report. Further at the time independent directors the Company issues a formal letter of appointment outlining his role function duties and responsibilities. The formal 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 of Directors:
Pursuant to the applicable provisions of the Act and the Listing Regulations the Board has carried out an annual evaluation of its own performance and that of the Directors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria procedure and time schedule for the Performance Evaluation process for the Board its Committees and Directors.
The Board's functioning was evaluated on various aspects including inter alia structure of the Board including qualifications experience and competence of Directors diversity in Board and process of appointment; Meetings of the Board including regularity and frequency agenda discussion and dissent recording of minutes and dissemination of information; functions of the Board including strategy and performance evaluation corporate culture and values governance and compliance evaluation of risks grievance redressal for investors stakeholder value and responsibility conflict of interest review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management's performance and feedback independence of management from the Board access of Board and management to each other succession plan and professional development; degree of fulfillment of key responsibilities establishment and delineation of responsibilities to Committees effectiveness of Board processes information and functioning and quality of relationship between the Board and management.
Directors were evaluated on aspects such as qualifications prior experience knowledge and competence fulfillment of functions ability to function as a team initiative availability and attendance commitment contribution integrity independence and guidance/ support to management outside Board/ Committee Meetings. In addition the Chairman was also evaluated on key aspects of his role including effectiveness of leadership 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 and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings agenda discussion and dissent recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.
The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board its Committees and of the Directors. The Chairman of the Board provided feedback to the Directors on an individual basis as appropriate. Significant highlights learning 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 in advance 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 as Chairperson Mr. Sunil Gupta and Mrs. Anita Ahuja (now Mr. Anupam Dev) as Members. There have been no instances during the year when 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 and attendance of the Directors at such Meetings are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the 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 2019 the applicable accounting standards have been followed along with proper explanation relating to material departure;
(ii) The Directors have selected such accounting policies and were applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the profit of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the 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 the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of 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 of M/s. KRA & Associates Chartered Accountants (Firm Registration No. 002352N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 39th AGM subject to ratification of their appointment by Members at every AGM if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification reservation 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 and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company had appointed M/s Kumar Rajesh & Associates Practicing Company Secretary as the Secretarial Auditor of your Company to undertake the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31 2019 is annexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification reservation or adverse remark.
REPORTING OF FRAUD BY AUDITORS
During the period under review neither the statutory auditors nor the secretarial auditor has reported to the audit committee under section 143(12) of the Companies Act 2013 any instance of fraud committed against the Company by its officers or employees the 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 annexed herewith as Annexure 3.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to listing agreement with Stock Exchanges report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as
Annexure 4. VIGIL MECHANISM
Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
NOMINATION & REMUNERATION COMMITTEE
Details pertaining to composition of Nomination & Remuneration Committee are included in the report on Corporate Governance.
The Board has on the recommendation of nomination & remuneration committee framed a policy for selection and appointment of directors senior management their remuneration and other matters as required under subsection (3) of Section 178of the Companies act 2013 is available on our website at http://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 company has established a comprehensive risk management policy to ensure that risk to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.
RELATED PARTY TRANSACTION
The Board has formulated and adopted a Related Party Transactions Policy for the purpose of identification monitoring and reporting related party transactions. The policy is available on company's website.
The form AOC 2 regarding material related party transactions is attached as Annexure 5.
The details of all material related party transactions during the year under review are set out in Note 27 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 Company occurred between the end of the financial year to which this financial relate and the date of 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 tribunals impacting 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 a policy on prevention of sexual harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013 and rules made thereunder. There was no complaint on sexual harassment during the year under review.
DISCLOSURES Meeting of the Board
06 (Six) meetings of the Board of Directors were held during the year. For further details please refer report on Corporate Governance.
Particulars of Employee and Related Disclosure
The applicable information required pursuant to Section 197 of the Companies Act 2013 read 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 2.98 times.
(ii) Percentage increase in remuneration of each director CFO CEO CS or Manager if any
|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||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 8.5%.
(iv) The total number of permanent employee as in March 31 2019 stood at 4 as compared to 7 as on March 31 2018.
(v) The remuneration paid to Chairman & Managing director as per Schedule V of the Companies Act 2013 and as per remuneration policy of the Company.
(vi) Employed throughout the financial year 2018-19 with a salary of Rs. One Crore and Two Lacs - NIL (vii) Employed for a part of financial year 2018-19 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 receiving remuneration 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 the provisions 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 in the Companies (Accounts) 2014 are not applicable to Futuristic Solutions Limited.
Futuristic Solutions Limited does not have any foreign exchange earnings and expenditure.
Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.
During the year under review your Company enjoyed cordial relationship with workers and 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 the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders' Grievance Committee of the Board meets periodically and reviews the status of the Shareholders' Grievances. The shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions banks Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives staff and workers.
|For and on behalf of the Board|
|For Futuristic Solutions Limited|
|Place : New Delhi||Mandeep Sandhu|
|Dated : 05.08.2019||Chairman & Managing Director|
|R-5 3rd Floor GK-1|
|New Delhi - 110048|