futuristic offshore services and chemical ltd Directors report

TO THE SHAREHOLDERS

To

The Members,

The Board of Directors hereby presents the 29th Annual Report on the business and operations of Company and summary of Financial Statement for the year ended 31st March, 2017.

FINANCIAL RESULTS

		( In Lacs)
	2016-17	2015-16
Gross Revenue from Operations	-	-
Other Income	-	-
Profit / (Loss) Before Depreciation,	(5.49)	(5.02)
Interest Taxation & Exceptional items
Less: Depreciation	-	-
Profit / (Loss) Before Interest	(5.49)	(5.02)
Taxation & Exceptional Items.
Less: Interest	(124.82)	(0.05)
	(130.31)	(5.07)
Profit /(Loss) Before Exceptional items and Taxation
Less: Exceptional items	(4.57)	(3.10)
Profit/(Loss) for the Year	(134.88)	(8.17)

OPERATIONAL REVIEW

The operations for the year under review have resulted in loss of Rs. 134.88 Lacs as against loss of Rs. 8.17 Lacs in previous year.

There were no manufacturing operations during the year under review.

EXPORTS

Exports for the current year are NIL as against NIL of previous year, as there were no manufacturing operations during the year under review.

DEPOSIT

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2017 was Rs. 1731.58 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

BOARD OF DIRECTORS AND ITS MEETINGS

During the year, Five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The independent Directors have declared and affirmed their compliance with the independence criteria as mentioned in Section 149(6) of the Companies Act, 2013 and Listing Regulations in respect of their position as an Independent Director of the Company.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT OR RESIGNATION

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rishi Pilani (DIN 00901627) and Mr. Rauank Pilani (DIN 00932269) shall retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

A brief profile of the above-named Directors seeking appointment/re-appointment at the ensuing Annual General Meeting of the Company has been provided in the notice of the Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans and investments by the Company to other body corporate or persons are given in notes to the financial statements.

RELATED PARTY TRANSACTIONS

There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Details of related party transactions are given in notes to the financial statements.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board in the course of day to day business operations of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

AUDITORS & AUDITORS REPORT

In terms of provisions of Section 139 of the Companies Act, 2013, M/s P V Dalal & co. , Chartered Accountants, Mumbai (Registration No. 102049W), the existing Statutory Auditors of the Company who were appointed for a term of three Consecutive Financial years 2014-15, 2015-16 and 2016-17 to hold office till the conclusion of the 29th AGM, cannot be re-appointed.

Accordingly, M/s JHAWAR MANTRI & ASSOCIATES, Chartered Accountants (Registration number 113221W), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 29th Annual General Meeting (AGM) until the conclusion of the Annual General Meeting of the Company to be held in the year 2017. As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s JHAWAR MANTRI & ASSOCIATES,

Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Members are requested to approve the appointment of the Statutory Auditor as aforesaid and fix their remuneration.

The auditors report is self-explanatory and does not require further comments.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

During the year under review, the Company does not have any employees.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN ExCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134 (3)(m)of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 2014 relating to the foregoing Matters is given in the Annexure-I forming part of this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in the Listing Regulations.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, in included in this Report as Annexure-II and forms an integral part of this Report.

CASH FLOW STATEMENT

In conformity with the provision of the Listing Regulations the cash flow statement for the year ended March 31, 2017 is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has no operations during the year and preceding three years. So provisions of Section 135 of the Companies Act, 2013 for Corporate Social Responsibility (CSR) are not applicable to the Company.

DISCLOSURE UNDER THE SExUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, the Company does not have any employees. Hence the provisions of Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to the Company.

APPRECIATION

The Board places on record its sincere appreciation for the wholehearted support extended by Financial Institutions, Banks, and Shareholders.

	For and on behalf of the Board
Futuristic Offshore Services & Chemical Limited
Place: Mumbai	Rishi Pilani
Date: May 30, 2017	Chairman