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Directors Report of Futuristic Solutions Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 32nd 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 31,2015.

FINANCIAL RESULTS

Financial Results of the Company for the year under review alongwith the figures for previous year are as follows:

(In Rs.)

Particulars March 31,2015 March 31,2014

Net sales / Income from Operations 50,276,336 6,087,062

Other Income 840 87,346

Total Income 50,277,176 6,174,408

Profit before Interest, Depreciation & Tax 15,993,931 (4,663,108)

Less: Interest - -

Depreciation 453,446 253,797

Profit before Tax 15,540,485 (4,916,905)

Less: Previous year adjustment - -

Provision for Wealth Tax - -

Provision for current year income-tax 3,467,882 31,936

Net Profit after tax 12,072,603 (4,948,841)

Add: Balance carried from Profit & Loss A/c

Less: Provision for earlier year taxation 11,507 206,513

Net Profit after tax and adjustments 12,061,096 (5,155,354)

Dividends

Interim Dividend - -

Final Dividend (Proposed) 5,236,724 -

Tax on Dividend 1,047,037 -

Transferred to General Reserves 2,412,219 -

Balance carried to the Balance Sheet

EPS (Basic) 1.15 (0.49)

(Diluted) 1.15 (0.49)

REVIEW OF OPERATIONS

Revenue for Financial Year March 31,2015 stood at Rs. 50,276,336 as against Rs. 6,087,062 in the previous year which shows growth in revenue of Rs. 44,189,274. After providing for depreciation and taxation of Rs. 453,446 & Rs. 3,467,882 respectively, the net profit of the Company for the year under review was placed at Rs. 12,061,096 as against Rs. (5,155,354) in the previous year.

DIVIDEND

Your directors recommended a final dividend of Rs. 0.50 per share for the financial year ended March 31, 2015, amounting to Rs. 6,283,761/- (inclusive of tax of Rs.1,047,037/-). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on July 14, 2015 and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

SUBSIDIARIES

The Company is not having any subsidiary company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Kuldeep Sandhu (DIN: 00115595), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and madejudgments 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 31,2015 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.

CORPPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

AUDITORS AND AUDITORS'' RPEORT Statutory Auditor

M/s. BGJC & Associates, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re- appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s Aryadeepak & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Shalabh Ahuha (Chairman), Maj. Gen. Charanjit Singh Panag (Retd.) and Mrs. Sangeeta Sandhu as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Meeting of the Board

14 (Fourteen) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The details of the loans made by company is given in the notes to the financial statements.

The company has not given any 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.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors 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

Sd/- Place : New Delhi Mandeep Sandhu Dated : 25.06.2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The directors have pleasure in presenting this 31st (Thirty First) Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2014.

Financial Highlights:

The financial highlights for the year ended 31st March 2014 under review are as follows:

(Rs. In Lakhs)

Year ended Year ended Particulars 31-03-2014 31-03-2013

Total Income 61.74 236.33

Profit/ (Loss) before Interest, Depreciation and Tax (15.36) (234.02)

Interest 931.26 47.96

Profit/ (Loss) after interest but before Depreciation and Tax (46.62) (281.98)

Exceptional Item - 341.00

Depreciation 2.54 2.99

Profit/ (Loss) before Tax (49.16) 56.03

Provision for Taxation 2.39 17.09

Profit/ (Loss) after Tax (51.55) 38.94

Transfer to Statutory Reserve Fund - 7.79

Proposed dividend and tax thereon - 60.86

Balance Carried to Balance Sheet (51.55) Nil

Performance:

During the year, your Company has not made a good progress due to slow down in the economy and has recorded Net Loss after tax Rs. (51.55 Lacs). The Total income of the Company is Rs. 61.74 Lacs as compared to 236.33 Lacs during the previous year. The operating Loss for the current financial year are Rs. (49.16) Lacs, decrease over the previous year by 187.73%, which were Rs. 56.03 Lacs as on 31.03.2013.

Dividend:

Your Board of Directors of the company has not recommended any dividend for the financial year 2013-14.

Public Deposits:

During the year, your Company has not invited any fixed deposit from the public in terms of provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) rules 1975.

Composition of Audit Committee:

Composition of Audit committee has already been described in the Corporate Governance Report of the Company for the Financial Year 2013-14.

Board of Directors:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mrs. Sangeeta Sandhu is liable to retire by rotation as director at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

Directors'' Responsibility Statement:

In terms of Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirms that:

In preparation of the Annual Accounts for Financial Year ended 31st March 2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

We have selected such accounting policies and 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 on 31st March, 2014 and of the Loss for the year ended on that date;

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

We have prepared the Annual Accounts for the Financial Year ended 31st March 2014 on a ''going concern'' basis.

Corporate Governance:

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited, Corporate

Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

Further, a certificate from the CFO of the company in pursuance of Clause 49 of the Listing Agreement with Stock Exchange was placed before the Board.

Management Discussion & Analysis Report

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

Auditors and Auditors'' Report

M/s. BGJC & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors have furnished a certificate to the effect that their re-appointment, if made, at the Annual General Meeting, will be within the limits prescribed under section 139 (1) of the Companies Act, 2013, and they are not disqualified for such reappointment within the meaning of Section 141 (3) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1) (h) of the Listing Agreement. Members are requested to consider their appointment for a period of one year i.e. up to next Annual General Meeting .

The Audit committee and Board of Directors have recommended the appointment of M/s. BGJC & Associates, Chartered Accountants as the Statutory Auditors of your Company.

The notes to accounts, referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

Particulars As Per Section 217 of The Companies Act, 1956

(a) Particulars of Employees:

None of the employees of the company was drawing in excess of the limits by the companies Act, 1956 and rules made there under.

(b) Particulars of energy, technology, and foreign exchange:

Energy Conservation - The operations of the Company are not energy intensive.

Technology Absorption - Not applicable

Foreign Exchange Earnings - NIL

Foreign Exchange outgoings - NiL

Cash Flow Statement:

Cash flow statement for the financial year 2013-14 prepared in accordance with Accounting Standards (AS-3) issued by the Institute of Chartered Accountants of India, forms part of this Report

Corporate Social Responsibility:

Corporate Social responsibility has always been integral part of Futuristic Solutions Limited'' vision and cornerstone of our core value of good corporate citizenship.

Reserve Bank of India Guidelines

Your Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time, as applicable to it.

Acknowledgement

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, Bankers, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board For Futuristic Solutions Limited

Sd/- Place : New Delhi Mandeep Sandhu Dated : 06/08/2014 (Chairman)


Mar 31, 2013

Dear Members,

The directors have pleasure in presenting this 30th (Thirtieth) Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March 2013.

Financial Highlights:

The financial highlights for the year ended 31st March 2013 under review are as follows:

(Rs. In Lakhs) Year ended Year ended Particulars 31-03-2013 31-03-2012

Total Income 236.33 462.32

Profit/ (Loss) before Interest, Depreciation and Tax (234.02) 221.43

Interest 47.96 40.85

Profit/ (Loss) after interest but before Depreciation and Tax (281.98) 180.58

Exceptional Item 341.00

Depreciation 2.99 3.77

Profit/ (Loss) before Tax 56.03 176.81

Provision for Taxation 17.09 58.17

Profit/ (Loss) after Tax 38.94 118.64

Transfer to Statutory Reserve Fund 7.79 23.73

Proposed dividend and tax thereon 60.86 97.38

Balance Carried to Balance Sheet Nil Nil

Performance:

During the year, your Company has not made a good progress due to slow down in the economy and has recorded Net profit after tax Rs. 38.94 Lacs. The Total income of the Company is Rs. 236.33 Lacs as compared to 462.32 Lacs during the previous year. The operating Profit for the current financial year are Rs. 101.84 Lacs, decrease over the previous year by 53.21%, which were Rs. 217.66 Lacs as on 31.03.2012.

Dividend:

Your Board of Directors of the company has recommended a final dividend of Rs 0.50/- per Equity share, dividend for the financial year 2012-13. The dividend payout, if approved, will result in outflow of Rs. 60,86,381.00 inclusive of Rs. 8, 49,658/- as dividend Tax.

Public Deposits:

During the year, your Company has not invited any fixed deposit from the public in terms of provision of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposit) rules 1975.

Composition of Audit Committee:

Composition of Audit committee has already been described in the Corporate Governance Report of the Company for the Financial Year 2012-13.

Board of Directors:

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the Company, Mrs. Sangeeta Sandhu is liable to retire by rotation as director at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

Directors'' Responsibility Statement:

In terms of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors confirms that:

In preparation of the Annual Accounts for Financial Year ended 31st March 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

We have selected such accounting policies and 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 on 31st March, 2013 and of the profit for the year ended on that date;

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

We have prepared the Annual Accounts for the Financial Year ended 31st March 2013 on a ''going concern'' basis.

Corporate Governance:

Your Company reaffirms its commitment to good Corporate Governance practices. Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and Delhi Stock Exchange Limited, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

Further, a certificate from the CEO and CFO of the company in pursuance of Clause 49 of the Listing Agreement with Stock Exchange was placed before the Board.

Management Discussion & Analysis Report

A report on Management Discussion and Analysis, as required under Clause 49 of the Listing Agreement, is enclosed and forms an integral part of this report.

Auditors and Auditors'' Report

M/s BGJC & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Auditors have furnished a certificate to the effect that their re-appointment, if made, at the Annual General Meeting, will be within the limits prescribed under section 224(1B) of the Companies Act, 1956, and they are not disqualified for such reappointment within the meaning of Section 226(3) of the said Act.

The notes to accounts, referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

Particulars As Per Section 217 Of The Companies Act, 1956

(a) Particulars of Employees:

The Statement pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, are not given as the Company has not employed any employee in excess of the limit provided in the rules.

(b) Particulars of energy, technology, and foreign exchange:

Energy Conservation - The operations of the Company are not energy intensive.

Technology Absorption - Not applicable

Foreign Exchange Earnings - NIL

Foreign Exchange outgoings - NiL

Cash Flow Statement:

Cash flow statement for the financial year 2012-13 prepared in accordance with Accounting Standards (AS-3) issued by the Institute of Chartered Accountants of India, forms part of this Report

Corporate Social Responsibility:

Corporate Social responsibility has always been integral part of Futuristic Solutions'' vision and cornerstone of our core value of good corporate citizenship.

Reserve Bank of India Guidelines

Your Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time, as applicable to it.

Acknowledgement

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company during the year under review. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board

For Futuristic Solutions Limited

Sd/-

Place : New Delhi Mandeep Sandhu

Dated : 26/08/2013 (Chairman)

 
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