To,
The Members,
Futuristic Solutions Limited M-50, 2nd Floor, Greater Kailash - I New Delhi
- 110048
The Directors have pleasure in submitting their 40th 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 31,2023.
FINANCIAL RESULTS
Financial Results of the Company for the year under review along with the figures for
previous year are as follows:
|
|
(In lakhs) |
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations |
356.09 |
22.79 |
| Add: Other Income |
22.24 |
16.42 |
| Total Income |
378.33 |
39.22 |
| Profit/Loss before Interest, Depreciation & Tax |
342.83 |
2.97 |
| Less: Interest |
0.69 |
1.58 |
| Depreciation |
4.33 |
5.14 |
| Profit/Loss before Tax |
337.81 |
(3.75) |
| Less: Previous year adjustment |
|
0.03 |
| Provision for current year income-tax and Deferred Tax |
70.49 |
(0.68) |
| Profit /Loss for the year |
267.32 |
(3.09) |
| Other Comprehensive Income/Loss |
- |
- |
| Total Income /Loss for the year |
267.32 |
(3.09) |
| Earning per share |
|
|
| -Basic |
2.55 |
(0.03) |
| -Diluted |
2.55 |
(0.03) |
REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year ended March 31,2023, your Company has achieved total Revenue of Rs.
356.09 Lakhs as against 22.79 Lakhs in the previous year ended March 31,2022. The Net
Profit before tax stood at Rs. 337.81 as against net loss before tax Rs.3.75 lakhs in the
previous year.
DIVIDEND
During the year under review, the Board of Directors had not recommended any interim
dividend.
However, based on the performance of the Company, the Board of Directors, at its
meeting held on May 18, 2023, recommended a final dividend @ 10% i.e. Rs. 1/- per equity
share amounting to Rs. 1,04,73,447/- for Financial Year 2022-23 and the same is to be
approved by the shareholders at the forthcoming Annual General Meeting ("AGM").
Pursuant to the Indian Finance Act, 2020 read with Income Tax Act, 1961 dividend
declared/recommended and paid by the Company after April 1, 2020, is taxable in the hands
of shareholders and the Company is required to deduct the tax at source ("TDS")
on the distribution of dividend income to its shareholders at the prescribed applicable
rates. In view of this, the Company has sent the communication to shareholders to inform
their status, PAN, and other details, so that Company can comply the provisions
accordingly.
RESERVES
As per Section 45-IC of RBI Act, 1934, the Company is required to transfer at least 20%
of its net profit every year as disclosed in the profit and loss account to a reserve and
before any dividend is declared. Accordingly, your Company has transferred Rs 53.46 Lakhs
to special reserve in accordance with Section 45-IC of RBI Act, 1934. Other than this, the
Company is not transferring any amount to reserve out of its profits.
SHARE CAPITAL
The Paid-up Share Capital as on March 31,2023, was Rs. 10,47,34,470/- divided into
1,04,73,447 equity shares of Rs. 10/- each. During the year under review, your Company has
neither issued shares with Differential Voting Rights nor granted Stock Options or Sweat
Equity.
DEPOSITS
During the year under review, your Company neither invited nor accepted any deposit
within the meaning of Section 73 of the Companies Act, 2013, and rules made thereunder.
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.
DIRECTORS AND KEY Managerial pERSONNEL
The Board of Directors is duly constituted with proper balance of Executive and Non-
Executive Directors, Independent Directors and Women Directors.
In accordance with the provisions of the Companies Act, 2013, Ms. Deepika Singh (DIN:
01948539), Director of the Company will retire by rotation at the forthcoming AGM and
being eligible offers herself for the re-appointment. A brief profile of Ms. Deepika Singh
is provided in the Notice convening the AGM.
During the year under review, Ms. Nupur Beri, was appointed as Company Secretary and
Compliance Officer of the Company with effect from May 12, 2022, in place of Ms. Heena
Arora, who resigned from the post of Company Secretary and Compliance Officer of the
Company on May 12, 2022.
Further, Ms. Khushboo Gautam, was appointed as Company Secretary and Compliance Officer
of the Company with effect from January 19, 2023, in place of Ms. Nupur Beri, who resigned
from the post of Company Secretary and Compliance Officer of the Company on January 19,
2023
During the year under review, the Shareholders in their AGM held on September 12, 2022,
on the approval and recommendation of Board and NRC, approved the re-appointment of Mr.
Mandeep Sandhu as Managing Director of the Company for a further
period of five year with effect from July 7, 2022.
Mr. Sunil Gupta and Mr. Sanjiv Kumar Taneja were re-appointed as Independent Director
of the Company for a second term of five consecutive years commencing from September 9,
2022 till September 8, 2027, during the year.
Apart from the above, there was no change in the Directors of the Company and KMP of
the Company during the year under report.
DECLARATION BY AN INDEPENDENT DIRECTOR AND STATEMENT ON COMPLIANCE OF THE CODE OF
CONDUCT
All Independent Directors of the Company have given declarations confirming that they
meet the criteria of independence as laid down under Section 149(6) of the Companies Act,
2013 and the Listing Regulations, 2015 and they have further confirmed compliance with the
code for Independent Directors as prescribed in the Schedule IV of the Companies Act,
2013.
Further a declaration has been received from all Independent Directors pursuant to Rule
6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, affirming
that they have registered themselves with the Indian Institute of Corporate Affairs in the
Independent Directors Data Bank. In the opinion of the Board, all the Independent
Directors are proficient and have requisite experience and expertise to undertake the
responsibilities conferred on them.
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 Boards 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
redressed for investors, stakeholder value and responsibility, conflict of interest,
review of Board evaluation and facilitating Independent Directors to perform their role
effectively; evaluation of managements 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.
CORPORATE GOVERNANCE
A separate report on Corporate Governance containing General Shareholders information,
along with the Certificate from Practicing Company Secretary regarding compliance of
conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed as a part of this Report.
COMPLIANCE CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON COMPLIANCE OF CONDITIONS OF
CORpORATE GOVERNANCE
A compliance certificate from either the auditors or practicing company secretaries
regarding compliance of conditions of corporate governance is annexed as a part of this
report as per Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
BOARD MEETINGS
During the year under review, 13 Board Meetings were held, the details of which forms
part of Corporate Governance Report. AUDIT COMMITTEE
Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Details of the Audit Committee are given under the Corporate Governance Report. There
are no recommendations of the Audit Committee which were not accepted by the Board.
NOMINATION AND REMuNERATION COMMITTEE
Your Company has in place a duly constituted Nomination and Remuneration Committee to
meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and
Remuneration Committee are given under the Corporate Governance Report.
The Board has framed (i) Policy on Board Diversity; and (ii) Nomination &
Remuneration Policy which lays down a framework in relation to the remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. This policy also
lays down criteria for selection and appointment of Board Members. This Policy is placed
on the website link of the Company https://www.fsl.co.in/statutory-disclosure.php.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year, all of Independent Directors convened a separate meeting without the
presence of Non-Independent Directors and members of the management as per provisions of
Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent
Directors, performance of non-independent directors, Chairman and the Board as a whole
were reviewed and evaluated.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that:
i. In the preparation of the annual accounts for the year ended March 31,2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departure;
ii. The Directors have selected such accounting policies and have 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 31,2023 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 Directors 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
Statutory Auditors
M/s. Mahesh Yadav & Company, Chartered Accountants, were appointed as Statutory
Auditors of your Company at 39th AGM held on September 12, 2023, for term of
five consecutive years till the conclusion of 44th AGM to be held in the year
2027.
The Company has received a Certificate from M/s. Mahesh Yadav & Company, Chartered
Accountants, confirming their eligibility to act as Auditors of the Company.
As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory
Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India.
During the year under report, there were no revisions in the financial statements of
the Company. The observations in the Auditors Report on Standalone Financial Statements
are dealt within the notes to accounts at appropriate places and being self-explanatory,
need no further comments.
Internal Auditors
The Board on the recommendation of the Audit Committee has appointed M/s. S M P C &
Associates as the Internal Auditors of the Company for the Financial Year 2023-24.
Cost Auditors
Maintenance of cost records and requirement of Cost Audit as per prescribed under
provision of Section 148(1) of the Companies Act, 2013, are not applicable for the
business activity carried out by the Company.
Secretarial Auditors
The Secretarial Audit Report for the financial year ended March 31,2023 is enclosed and
forms part of this report. There is no secretarial audit qualification for the year under
review.
The Board has approved appointment of M/s N S & Associates, Company Secretaries, as
Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial
year 2022-23.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditors of the Company have not reported any frauds to the Audit Committee or to the
Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made
thereunder.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, MDA is annexed which forms part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Secretarial Audit Report confirms that the Company has complied with applicable
Secretarial Standards.
ANNuAL RETuRN
Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Annual
Return of the Company as on March 31,2023 is available on the website link of the Company
at www.fsl.co.in.
BOARD POLICIES
Vigil mechanism
Pursuant to the provision of Section 177(9) of the Companies Act, 2013 and Regulation
22 of SEBI Listing Regulations 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 Companys 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. The Whistle Blower Policy is available on
the website of your Company viz., www.fsl.co.in. remuneration policy
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 sub-section (3) of Section 178 of the Companies act
2013, is available on our website at https://www.fsl.co.in/statutory-disclosure.php.
Risk Management policy
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
Companys 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. The Risk Management Policy is available on the
website of your Company at https://www.fsl.co.in/ statutory-disclosure.php.
related party transaction
All contracts/arrangements/ transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arms length
basis and prior approval of the Audit Committee was sought for entering into related party
transactions. The details are provided in Form AOC-2 which is annexed and forms part of
this Report. As required by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a return has been filed with BSE. Please also refer Note-27 to the
Standalone Financial Statements for related party disclosures.
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 Companys website at https://www.fsl.co.in/statutory-disclosure. php
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
during the financial year 2022-23 impacting the going concern status and company
operations in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace and has
in place an Internal
Complaint Committee to redress the complaints and circumstances regarding the behavior
of sexual harassment at workplace. The Policy for the same is framed for the benefit of
its employees. There were no complaints received from any employee during the year under
review.
Details of the total reported and closed cases pertaining to incidents under Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as
follows:
• Number of cases reported during the year: Nil
• Number of cases closed during the year: Nil
• Numbers of cases open as on March 31,2023: Nil
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 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, if
any in the Financial Year: 0%
iii. The percentage increase in the median remuneration of employees in the Financial
Year: 0%
iv. The total number of permanent employees on the rolls of company as on March
31,2023: 3
v. Average percentile increase already made in the salaries of employees other than the
Managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration:
The average increase in salaries of employees in the 2022-23 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 the
Companies 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
During the year under review, 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 the Company. The Company does not
have any foreign exchange earnings and expenditure.
LISTING
The Equity shares of the Company are listed at Bombay Stock Exchange. The Annual
Listing Fees have been paid for the Financial Year 2023-24.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, Section 135 of the Companies Act, 2013 is not applicable
to the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Directors had laid down internal financial controls to be followed by the Company
and such policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to Companys 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 information. The Audit Committee evaluates the internal financial
control system periodically.
corporate insolvency resolution process initiated under the insolvency and bankruptcy
CODE, 2016
During the year under review, there was no application filed by or against the Company
for corporate insolvency process under IBC before the NCLT.
one-time settlement WITH ANY bank OR FINANCIAL INSTITuTION
There was no instance of one-time settlement with any Bank or Financial Institution.
INVESTOR RELATIONS
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.
acknowledgement
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 Companys executives, staff
and workers.
|
On behalf of the Board of Directors of |
|
Futuristic Solutions Limited |
|
Mandeep Sandhu |
| Date: May 18, 2023 |
Chairman & Managing Director |
| place: New Delhi |
R-5, 3rd Floor, GK-1, |
|
New Delhi - 110048 |
+91-9892691696
