31st Annual Return 2013 14

FUTURISTIC SOLUTIONS LIMITED
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Board of Directors
Mr. Mandeep Sandhu
Mrs. Sangeeta Sandhu
Major Gen. Charanjit Singh Panag (Retd.)
Mr. Shalabh Ahuja
Company Secretary
Mr. Rajesh Kumar
Auditors
M/s BGJC & Associates
Chartered Accountants
202, 2
nd
Floor, Raj Tower-1, G.K- II
Alaknanda Community Centre,
New Delhi-110019
Bankers
Andhra Bank, Green Park, New Delhi-110016
Registrar and Share Transfer Agent
Beetal Financial & Computer Services (P) Ltd.
Beetal House, 3rd Floor, 99 Madangir,
Behind Local Shopping Centre,
Near Dada Harkushdas Mandir,
New Delhi-110062
Registered Office
M-50, Second Floor,
M-Block Market, Greater Kailash-1
New Delhi-110048
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NOTICE
Notice is hereby given that the 31
st
Annual General Meeting of the members of Futuristic Solutions Limited
will be held on Wednesday, the 10
th
Day of September, 2014, at 10:00 A.M. at India Habitat Centre Lodhi Road,
New Delhi - 110003, to transact the following business:-
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014 and the Profit & Loss
Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mrs. Sandhu Sandhu(DIN NO. 00115443), who retires by rotation and is
eligible for re-appointment.
3. To consider the appointment of Statutory Auditors and if thought fit, to pass with or without modification(s)
the following resolution as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s BGJC &
Associates, Chartered Accountants, the retiring auditors be and are hereby re-appointed as the Statutory
Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion
of the next Annual General Meeting of the company on such remuneration as shall be fixed by the Board of
directors of the Company."
SPECIAL BUSINESS:
ITEM NO.-1
To appoint Mr. Shalabh Ahuja (DIN NO. 01075671) an Independent director and if consider fit pass with or without
modification (s) the following resolution as an ordinary resolution:
"RESOLVED THAT Pursuant to the Provision of Sec. 149,152 read with Schedule IV and other applicable
provision of the Companies Act, 2013 and companies appointment (Appointment and qualification of directors)
Rule 2014 including any Statutory modification(s) or re-enactment thereof for the time being in force and clause 49
of the Listing Agreement and in respect of whom company has received a notice U/s 160 of the Companies
Act,2013 from a member proposing his candidature for the office of director, be and is hereby appointed as an
independent director of a company to hold office for 3 years for a term up to conclusion of the 34th Annual General
Meeting of the company in the calendar year 2017.
ITEM NO.-2
To appoint Major General Charanjit Singh Panag (DIN NO. 00022546) an Independent director and if consider fit
pass with or without modification (s) the following resolution as an ordinary resolution:
"RESOLVED THAT Pursuant to the provision of Sec. 149,152 read with Schedule IV and other applicable
independent director of a company to hold office for 3 years for a term up to for a term up to conclusion of the 34th
Annual General Meeting of the company in the calendar year 2017.
ITEM NO.-3
To appoint Mrs. Anita Ahuja (DIN NO.00705004) an Independent director and if consider fit pass with or without
"RESOLVED THAT Pursuant to the provision of Sec. 149,152 read with Schedule IV and other applicable
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independent director of a company to hold office for 5 years for a term up to for a term up to conclusion of the 36th
Annual General Meeting of the company in the calendar year 2019.
ITEAM NO.-4
To appoint Mrs. Kuldip Sandhu (DIN NO. 00115595) as a rotational director and if consider fit pass with or without
"RESOLVED THAT due notice in writing having been received from a member under Section 160 of Companies
Act,2013 of his intention to propose Mrs. Kuldip Sandhu for appointment as a rotational director and Mrs. Kuldip
Sandhu be and is hereby appointed as a rotational director of the company."
ITEM NO.-5
To adopt new Article of Association of the company containing regulation in conformity with Companies Act, 2013
and in this regard to consider if thought fit to pass with or without modification (s) the following resolution as Special
Resolution:
"RESOLVED THAT Pursuant to the Provision of Sec. 14 of the Companies Act, 2013 read with Companies
(Incorporation Rule 2014 including any statutory modification(s) or re-enactment thereof for time being in force) the
draft regulation contained in the Article of Association submitted to this meeting be and is hereby approved and
adopted in substitution of the entire regulations contained in the existing Article of Association of the company.
FURTHER RESOLVED THAT Mr. Mandeep Sandhu Managing director of the company be and is hereby
authorized to take all necessary actions and take all such necessary steps proper expedient to give effect to this
resolution".
EXPLANATORY STATEMENT PUSUANT TO PROVISION OF SECTION 102(1) OF THE
COMPANIES ACT, 2013
ITEM NO.-1
Mr. Shalabh Ahuja (DIN NO. 01075671) is the independent director of the company has held the position as such
for 3 years.
The Securities and Exchange Board of india has amended Clause 49 of the Listing Agreement inter-alia stipulating
the condition for appointment of Independent directors by listed Company.
It is proposed to appoint Mr. Shalabh Ahuja as an Independent director under Sec 149 of the Companies Act, 2013
and clause 49 of Listing Agreement to hold office for a period of 3 years for a term up to conclusion of the 34th
Annual General Meeting of the company in calendar year 2017.
Mr. Shalabh Ahuja is not disqualified from being appointed as a director in terms of section 164 of the companies
Act,2013 and has given consent to act a director.
The Company has received notice in writing from members alongwith the deposit of request amount U/s 160 of the
Companies Act,2013 proposing the candidature of each of Mr. Shalabh Ahuja for the office of director of the
company.
The Company has received declaration from Mr. Shalabh Ahuja that he meets the criteria of Independent director
as prescribed both under Sub Sec (6) of Section 149 of the Companies Act,2013 and Under Clause 49 of the Listing
Agreement.
In the opinion of Board Mr. Shalabh Ahuja fulfills the conditions for appointment as Independent director as
specified in the Act and the listing Agreement Mr. Shalabh Ahuja is Independent director of the management.
Brief resume of Mr. Shalabh Ahuja nature of expertise in specific functional areas and names of companies in which
he holds directorship and membership/Chairmanship of Board committees, shareholding and relationship, between
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directors inter-se stipulated under clause 49 of the listing agreement with stock exchange are provided in the corporate
governance report forming part of Annual Report.
Copy of draft letters for respective appointment are available at registered office of the company for inspection by
members of the company.
This statement may also be regarded as a disclosure under clause 49 of the Listing Agreement with the stock
exchange.
Mr. Shalabh Ahuja is interested in the resolution set out respectively at (Special Business) Item No 1 of the notice
with regard to their respective appointment.
The relatives of Mr. Shalabh Ahuja may be deemed to be interested in the resolution set out respectively at Item No.
1 of the notice, to extent of their shareholding interest, if any, in the company.
Save and except of above , none of directors/key managerial personnel of the company/their relatives are in any way
concerned or interested financial or otherwise in these resolutions.
The Board of directors command to pass the aforesaid resolution as an ordinary resolution.
ITEM NO.- 2
Major General (Retd.) C.S.Panag (DIN NO. 00022546) is the independent director of the company has held the position
as such for 3 years.
It is proposed to appoint Major General (Retd.) C.S.Panag as an Independent director under Sec 149 of the
Companies Act, 2013 and clause 49 of Listing Agreement to hold office for a period of 3 years for a term up to
conclusion of the 34th Annual General Meeting of the company in calendar year 2017.
Major General (Retd.) C.S.Panag is not disqualified from being appointed as a director in terms of section 164 of the
companies Act,2013 and has given consent to act a director.
Companies Act, 2013 proposing the candidature of each of Major General (Retd.) C.S.Panag for the office of
director of the company.
The Company has received declaration from Major General (Retd.) C.S.Panag that he meets the criteria of Independent
director as prescribed both under Sub Sec (6) of Section 149 of the Companies Act,2013 and Under Clause 49 of
the Listing Agreement.
In the opinion of Board Major General (Retd.) C.S.Panag fulfills the conditions for appointment as Independent
director as specified in the Act and the listing Agreement Major General (Retd.) C.S.Panag is Independent directors
of the management.
Brief resume of Major General (Retd.) C.S.Panag nature of expertise in specific functional areas and names of
companies in which he holds directorship and membership/Chairmanship of Board committees, shareholding and
relationship, between directors inter-se stipulated under clause 49 of the listing agreement with stock exchange are
provided in the corporate governance report forming part of Annual Report.
Copy of draft letter for respective appointment is available at registered office of the company for inspection by
exchange.
Major General (Retd.) C.S.Panag is interested in the resolution set out respectively at (Special Business) Item No 2
of the notice with regard to their respective appointment.
The relatives of Major General C.S.Panag may be deemed to be interested in the resolution set out respectively at
Item No. 2 of the notice, to extent of their shareholding interest, if any, in the company.
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ITEM NO.-3
Mrs. Anita Ahuja (DIN NO.00705004) is the independent director of the company has held the position as such for
5 years.
It is proposed to appoint Mrs. Anita Ahuja as an Independent director under Sec 149 of the Companies Act, 2013
and clause 49 of Listing Agreement to hold office for a period of 5 years for a term up to conclusion of the 36th
Annual General Meeting of the company in calendar year 2019.
Mrs. Anita Ahuja is not disqualified from being appointed as a director in terms of section 164 of the companies
Act,2013 and has given consent to act a director.
Companies Act, 2013 proposing the candidature of each Mrs. Anita Ahuja for the office of director of the company.
The Company has received declaration from Mrs. Anita Ahuja that he meets the criteria of Independent director as
prescribed both under Sub Sec (6) of Section 149 of the Companies Act,2013 and Under Clause 49 of the Listing
Agreement.
In the opinion of Board Mrs. Anita Ahuja fulfills the conditions for appointment as Independent director as
specified in the Act and the listing Agreement Mrs. Anita Ahuja is Independent directors of the management.
Brief resume of Mrs. Anita Ahuja nature of expertise in specific functional areas and names of companies in which
he holds directorship and membership/Chairmanship of Board committees, shareholding and relationship, between
directors inter-se stipulated under clause 49 of the listing agreement with stock exchange are provided in the corporate
governance report forming part of Annual Report.
exchange.
Mrs. Anita Ahuja is interested in the resolution set out respectively at (Special Business) Item No 3 of the notice with
regard to their respective appointment.
The relatives of Mrs. Anita Ahuja may be deemed to be interested in the resolution set out respectively at Item No.
ITEAM NO.-4
Mrs. Kuldip Sandhu (DIN NO. 00115595) is being appointed as rotational director of the company.
Mrs. Kuldip Sandhu is not disqualified from being appointed as a director in terms of section 164 of the companies
Act,2013 and has given consent to act a directors.
The Company has received notice in writing from members along with the deposit of request amount U/s 160 of the
Companies Act, 2013 proposing the candidature of each Mrs. Kuldip Sandhu for the office of director of the
company.
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The Company has received declaration from Mrs. Kuldip Sandhu that she meets the criteria of director as prescribed
under Section 160 of the Companies Act, 2013.
In the opinion of Board Mrs. Kuldip Sandhu fulfills the conditions for appointment as a rotational director as
specified in the Act and the listing Agreement is directors of the management.
Brief resume of Mrs. Kuldip Sandhu nature of expertise in specific functional areas and names of companies in
which she hold directorship and membership/Chairmanship of Board committees, shareholding and relationship,
between directors inter-se stipulated under clause 49 of the listing agreement with stock exchange are provided in the
corporate governance report forming part of Annual Report.
exchange.
Mr. Mandeep Sandhu and Mrs. Sangeeta Sandhu are interested in the resolution set out respectively at (Special
Business) Item No 4 of the notice with regard to their respective appointment.
The relatives of Mrs. Kuldip Sandhu may be deemed to be interested in the resolution set out respectively at Item No.
ITEM NO.-5
The Existing Article of Association (AOA) of the company are based on Companies Act,1956 and several regulations
in the existing AOA contain reference to specific Sections of the Companies Act,1956 and some regulation in the
existing AOA are no longer in conformity with the prevailing Companies Act,2013.
The Act is now largely in force September 12, 2013. The Monastery of Corporate affairs has notified 98 section for
implementation subsequently, on March 26 2014 MCA notified most of the remaining section (barring those provision
which require sanction/permission of the National Company Law Tribunal such as a variation in right of shareholders
and reduction in share Capital etc. However substantive Section of the Act which deals with general working of
company stand notified.
With coming in to force of the Act several regulation of the existing AOA require alteration or deletion in several
Articles, given this position it is considered expedient to wholly replace the existing AOA by new set of Articles.
The new AOA to be substituted in place of existing AOA are based on Table F of the Act which set out the model
set of AOA for a Company Limited by Shares. Shareholders attentions are invited on certain silent feature of new
AOA of the company.
The proposed new drafts of AOA are available on the company's website for perusal by the shareholders.
None of directors/key managerial personnel of the company/their relatives are in any way concerned or interested
financial or otherwise in these resolutions.
By order of the Board of Directors
For Futuristic Solutions Limited
Sd/-
Place : New Delhi Rajesh Kumar
Dated : 06/08/20142009 (Company Secretary)
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NOTES:-
1) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT TO BE THE MEMBER OF
THE COMPANY. THE INSTRUMENT OF PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED
TIME OF THE MEETING.
A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not exceeding
10% of total Share Capital of the company carrying voting rights. A member holding more than 10% of the
total share capital of the company carrying voting rights may appoint a single person as proxy and such person
shall not act as proxy for any other person or shareholder.
Corporate members intending to send their authorized representative to attend the meeting are requested to
send to the company a certified copy of board resolution authorizing their representative to attend and vote on
their behalf at the meeting.
Brief resume of directors including those proposed to be appointed /or re-appointed, nature of their expertise in
specific functional area, name of company in which they hold directorship and membership/chairmanship of
board committees, shareholding and relationship between director inter-se as stipulated under clause 49 of the
listing agreement with the stock exchanges, provided in corporate governance report forming part of the
annual report.
2) The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to special
Business, if any, to be transacted at the meeting is annexed hereto.
3) Members / Proxies are requested to bring their attendance slip along with their copy of Annual Report to the
meeting.
4) In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will
be entitled to vote.
5) Members who hold shares in dematerialized form are requested to bring their Client ID (Demat A/C No.) and
DP ID numbers for easy identification of attendance at the meeting.
6) Members are requested to notify the changes in their Address, if any.
7) Shareholders are requested to bring their copy of Annual Report to the meeting.
8) All documents referred to in the accompanying Notice and Explanatory statement are open for inspection at
the Registered Office of the Company during the office hours up to the date of Annual General Meeting
between 10.00 a.m. and 12.00 p.m.
9) Pursuant to the requirements of the listing agreement with the stock exchange, on Corporate Governance, the
information required to be given, in case of the appointment of a new director or re-appointment of a director,
is given in Annexure to the Corporate Governance Report.
10) Member who have not registered their email addresses so far are requested to register their email address for
receiving all communication including Annual Report, Notice Circulars etc. from the company electronically.
11) The Register of Members and Share Transfer register will remain closed from from 8th September to 10th
September 2014 (both days inclusive for the purpose of Annual General Meeting for the financial year ended
31st March 2014.
12) Voting through electronic means
In compliance with provision of Section 108 of the Act, 2013 and rule 20 of the Companies (Management
and Administration) 2014, the company is pleased to provide to its members, the facility to exercise their
right to vote at Thirty First Annual General Meeting by electronics means and business may be transacted
through e-voting services provided by Central Securities Depository Limited (CSDL).
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The instructions for e-voting are as under.
In case a member receive an email from CSDL for members whose email IDs are registered with the company/
their respective DPs):
The e-Voting process to be followed by the shareholders to cast their votes:
(A) In case of members receiving e-mail:
(i) Log on to the e-voting website www.evotingindia.com
(ii) Click on "Shareholders" tab.
(iii) Now, select the Electronic Voting Sequence Number - 140811017 along with "COMPANY NAME"
from the drop down menu and click on "SUBMIT"
(iv) Now Enter your User ID (For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID
followed by 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number
registered with the Company and then enter the Captcha Code as displayed and Click on Login.
(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted
your vote earlier for EVSN of any company, then your existing password is to be used. If you are a
first time user follow the steps given below.
(vi) Now, fill up the following details in the appropriate boxes:
For Members holding shares For Members holding shares
in Demat Form in Physical Form
PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
DOB# Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account or in
Bank Details# the company records for the said demat account or folio.
*Members who have not updated their PAN with the Company/Depository Participant are requested
to use the <Default Value> in the PAN field.
# Please enter any one of the details in order to login. In case either of the details are not recorded
with the depository please enter the <Default Value> in the Dividend Bank details field.
(vii) After entering these details appropriately, click on "SUBMIT" tab.
(viii) Members holding shares in physical form will then reach directly the EVSN (140811017) selection
screen. However, members holding shares in demat form will now reach 'Password Creation' menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions of
any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(x) Click on the relevant EVSN 140811017 on which you choose to vote.
(xi) On the voting page, you will see Resolution Description and against the same the option "YES/NO"
for voting. Select the option YES or NO as desired. The option YES implies that you assent to the
Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the "Resolutions File Link" if you wish to view the entire Resolutions.
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(xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box
will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on
"CANCEL" and accordingly modify your vote.
(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on
the Voting page.
(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and Captcha
Code click on Forgot Password & enter the details as prompted by the system.
(xvii) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to
https://www.evotingindia.com and register themselves as Corporates. After receiving the login details
they have to link the account(s) which they wish to vote on and then cast their vote. They should
upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued
in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.
(B) In case of members receiving the physical copy:
Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.
(C) The evoting period begins on September 5th (10.00 A.M) 2014 and end on September 6th (6.00 P.M)
2014 During this period shareholders' of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date 8th day August 2014 , may cast their vote electronically. The
e-voting module shall be disabled by CDSL for voting thereafter.
(D) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
("FAQs") and e-voting manual available at www.evotingindia.com under help section or write an email to
helpdesk.evoting@cdslindia.com.
The voting right in proportion to their shares of the paid up share capital of the company as on cut -off
date 8th day August 2014 .
Parul & Associates Company Secretary (Member ship No. 30717) Delhi has been appointed as the
scrutinizer the e-voting process in fair and transparent manner.
The scrutinizer shall within 3 days from the conclusion of voting will unblock the votes in presence of two
witness who are not in employment in the company be submit the report to the company's chairman.
The result shall be declared in the Annual General Meeting of the Company. Result declared along with
scrutinizer result shall be placed on the company's web site and CDSL web site within 2 days from the
date of passing resolution at Annual General Meeting.
ITEM NO. 1
As required under the Listing Agreement the Particulars of Independent Director who is proposed to be re-appointed
at the Annual General Meeting are given below:
NAME : MR. SHALABH AHUJA
DIN NO. : 01075671
AGE : 56 Years (12/09/1958)
QUALIFICATION : B.E (Hons) Civil Engineering from BITS Pilani
NO. OF SHARES HELD IN THE COMPANY : Nil
EXPERIENCE : 29 or more years having experience in the operation of
business & substantial experience in the field of Civil
Contracts.
Remuneration : Not paid any remuneration
Mr. Shalabh Ahuja is one of the Non Executive Independent directors of the Futuristic Solutions Limited possessing
wide knowledge and experience in various fields and providing leadership and direction to the company.
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ITEM NO. 2
NAME : MAJOR GENERAL (RETD.) C.S. PANAG
DIN NO. : 00022546
AGE : 71 Years (23/09/1943)
QUALIFICATION :
NO. OF SHARES HELD IN THE COMPANY : 2750
EXPERIENCE : 39 or more years having experience in the Administration
of business. Strategic, Operational and Logistic Planning,
Budgetary, Human Resource Management, Infrastructure
Development, Social Development, Land acquisition and
liaison with civil and foreign administration.
Major General Charanjit Singh Panag is one of the Non Executive Independent directors of the Futuristic Solutions
Limited possessing wide knowledge and experience in various fields and providing leadership and direction to the
company.
ITEM NO. 3
NAME : MRS. ANITA AHUJA
DIN NO. : 00705004
QUALIFICATION : B.A (Hons)
EXPERIENCE : 25 or more years having experience in the operation
of business .
Mrs. Anita Ahuja is one of the Non Executive Independent directors of the Futuristic Solutions Limited possessing
wide knowledge and experience in various fields and providing leadership and direction to the company.
ITEM NO. 4
As required under the Listing Agreement the Particulars of Rotational Director who is proposed to be appointed at
the Annual General Meeting are given below:
NAME : MRS. KULDIP SANDHU
DIN NO. : 00115595
AGE : 77 Years (17/09/1937)
QUALIFICATION : B.A (Hons)
EXPERIENCE : 35 or more years having experience in the
Administration of business.
Mrs. Kuldip Sandhu is one of the Non Executive rotational directors of the Futuristic Solutions Limited possessing
wide knowledge and experience in business management fields and providing leadership and direction to the company.
By order of the Board of Directors
Sd-
Place : New Delhi Rajesh Kumar
Dated : 06/08/2014 (Company Secretary)
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DIRECTORS REPORT
Dear Members,
Your directors have pleasure in presenting this 31
st
(Thirty First) Annual Report together with the Audited Accounts
of the Company for the financial year ended 31
st
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 31.26 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
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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
Sd/-
Place : New Delhi Mandeep Sandhu
Dated : 06/08/2014 (Chairman)
{ 13 }
CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE
GOVERNANCE UNDER CLAUSE 49 (VII) OF THE LISTING AGREEMENT
To The Members of Futuristic Solutions Limited
We have examined the compliance conditions of corporate governance by Futuristic Solutions Limited for the
Financial year ended March 31, 2014 as stipulated in Clause 49 of the Listing Agreement of the said Company with
stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance of the
conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement.
We state that no investor grievance is pending for a period exceeding 15 days against the company as per records
maintained by the Company, Shareholders'/investors' Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Parul and Associates
Company Secretaries
Sd/-
Place : New Delhi Parul
Dated : 06/08/2014 C.P. No. 11610
{ 14 }
CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
Corporate Governance is about commitment to values, ethical business conduct and about considering all
stakeholders' interest in conduct of business. Transparency and accountability are the two basic tenets of
Corporate Governance. Your Company continues to lay great emphasis on the broad principles of Corporate
Governance. Futuristic Solutions Limited philosophy on Corporate Governance is stated below:
At Futuristic Solutions Limited, we believe in adopting the 'best practices' followed in the area of Corporate
Governance across various geographies. We emphasize the need for transparency and accountability in our
businesses, in order to protect the interests of our stakeholders.
Corporate Governance is a continuous journey towards sustainable value creation for all the stakeholders,
which is driven by following values:
Our vision is to be the most trusted partner for every stakeholder and we are committed to provide fair,
transparent and equitable treatment to our stakeholders.
Our core value system is guided by the principles of accountability, transparency, timely disclosure and
dissemination of price sensitive information and matters of interest to the investors ensuring compliance with
the applicable acts, laws, rules and regulations and conducting business in a best ethical manner.
Accordingly,Corporate Governance stands on the aforesaid broad pillars of transparency, fairness in action,
accountability and responsibility towards all the stakeholders.
Securities and Exchange Board of India has issued guidelines on the Corporate Governance for all listed
companies through Clause 49 of the Listing Agreement. At Futuristic Solutions Limited, we are not only
committed to follow the prescribed corporate practices embodied in various regulatory provisions but also the
best national practices. We also believe that good governance practices flow from the culture and mindset of
the top management and percolate down in the organization.
The Corporate Governance in the Company has been further strengthened through the adoption
of the following:
Ensure that quantity, quality and frequency of financial and managerial information, which management
shares with the Board, fully places the Board members in control of the Company's affairs;
Ensure that the Board exercises its fiduciary responsibilities towards Shareholders and Creditors, thereby
ensuring high accountability;
Ensure that the extent to which the information is disclosed to present and potential investors is maximized
and ensure that the Board, the Employees and all concerned are fully committed to maximizing long-term
value to the Shareholders and the Company.
Ensure timely flow of information to the board and its committee to enable them discharges their function
effectively.
Constitution of a board of directors of appropriate composition, size varied expertise and commitment to
discharge their responsibilities and duties.
Compliance with all rules and regulations.
2. BOARD OF DIRECTORS:
The Directors of your Company are eminent people from various fields and are also conscious of following the
good governance practices. The Board oversees as to how the management serves and protects the long-term
interests of all the stakeholders.
(A) The Board of Directors of your Company comprises of 4 directors consisting of 1 Executive Director and
3 Non-Executive Directors out of which 2 Directors are independent directors as on 31st March 2014. In
the Financial Year 2013-14, 12 meetings of Board of Directors were held. The Category, composition,
attendance of each director at the Board Meeting, last Annual General Meeting, and the number of other
Directorship(s), membership(s)/Chairmanship(s) of Committees of each Director in various Companies is
given herein below:
The composition of the Board is in consonance with Clause 49 of the Listing Agreement, entered into
with the Stock Exchanges and in accordance with the provisions of the Companies Act, 2013 .
{ 15 }
All Independent Directors have confirmed to the Board that they qualify to be independent as per the
definition of 'Independent Director' stipulated in Clause 49 (I)(A)(iii) of the Listing Agreement and Section
149(6) of the Act. These confirmations have been placed before the Board.
None of the Directors hold directorships in more than 20 companies. None of the Directors is serving as
a Member of more than ten committees or as the Chairman of more than five committees across all the
public companies of which he is a Director. Necessary disclosures regarding committee positions in other
public companies as on March 31, 2014 have been made by the Directors.
The composition of board of directors, Attendance of directors at the board meeting and last Annual General
Meeting, Directorship in other Public Limited Companies and Membership in committee are as follows:
Name of Director No. of Board Attended No. of No. of No. of
meetings at last AGM Directorship Committee Committee
attended (28.09.13) in other position position
company(ies) held in held in
Company as Company as
Chairman Member
Promoter Director (Executive)
Mr. Mandeep Sandhu 10 Yes 6 None None
Promoter Director (Non-Executive)
Mrs. Sangeeta Sandhu 12 Yes 5 None 3
Non-Executive Independent Directors
Maj. Gen. Charanjit Singh Panag (Retd.) 12 Yes 3 None 3
Mr. Shalabh Ahuja 12 Yes 2 3 3
Excluding private, foreign and companies registered under section 25 of the companies Act, 1956.
(B) Number of Board Meetings held and dates:
During the Financial Year 2013-14, the Board of Directors met 12 times. The dates of the meetings are 10th
April 2013, 30th May 2013, 10th July 2013, 5th August 2013, 26th August 2013, , 8th October 2013, 25th
October 2013, 15th November 2013,13th December 2013 ,8th January 2014, 23rd January 2014, 31st
January 2014.
(C) Code of Conduct:
In pursuance of Clause 49 of the Listing Agreement, the Board has approved the 'Code of Conduct for Board
of Directors and Senior Management' and the same has been circulated. The Directors and the senior
management personnel have given their declarations confirming compliance of the provisions of the above
Code of Conduct
3. AUDIT COMMITTEE:
(A) Composition, Name of Members and Chairman:
The Audit Committee, as on 31st March 2014 At present the committee comprises of 3 Non-Executive
Directors out of which two are independent Directors viz. Maj. Gen. (Retd) Charanjit Singh Panag,
Mrs.Sangeeta Sandhu and Mr. Shalabh Ahuja is the Chairman of the Committee, in conformity with the
requirements of section 292A of the Companies Act,1956 and Clause 49 of the Listing Agreement.
The Composition of the Audit Committee and attendance of Directors at the Audit Committee meetings
held on 30th May 2013, 5th day of August 2013, ,25th October 2013, 23rd January 2014 is given
herein below:
Sl. Name of Director Category No. of Meetings
No. Held Attended
1. Mr. Shalabh Ahuja Chairman 4 4
2. Maj. Gen. Charanjit Singh Panag (Retd.) Member 4 4
3. Mrs. Sangeeta Sandhu Member 4 4
{ 16 }
Notes:
1. The requisite quorum was present at every meeting of Audit Committee of the Board.
2. Mr. Rajesh Kumar has been appointed as a compliance officer and Secretary to the company w.e.f. 1st
day of August 2012.
Terms of Reference:
(B) Terms of Reference:
The term of reference of the Audit committee are in line with those specified under section 292A of the
companies Act,1956 and clause 49 of the listing agreement. The audit committee review the internal
audit including internal control mechanism, financial reporting and financial management policies of the
company and adequacy of the same. The committee also oversees the financial statement with particular
emphasis on accounting policies and practices, significant adjustment ,major accounting entries involving
estimate based on exercise of judgment by the management ,related party transaction ,compliance with
accounting standards and other legal requirement concerning financial statement ,before the same are
submitted to the board .The committee recommend and reviews the terms of appointments, nature
scope of duties of statutory and internal auditor of the company.
(C) Powers of Audit Committee:
To investigate any activity with in terms of reference.
To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
(D) Functions of Audit Committee:
Overseeing of the Company's financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
Recommending the appointment and removal of external (statutory) auditor. Fixation of audit fee
and also approval for payment of any other services.
Reviewing with the management the annual financial statements before submission to the Board,
focusing primarily on;
Any changes in accounting policies and practices.
Major accounting entries based on exercise of judgment by management.
Qualifications in draft audit report.
Significant adjustments arising out of audit.
The going concern assumption.
Compliance with accounting standards.
Compliance with Stock Exchange and legal requirements concerning financial statements.
Any related party transactions i.e. transactions of the Company of material nature, with promoters,
their subsidiaries, the management or relatives etc.
Reviewing with the management and external and internal auditors, about the adequacy of internal
control system.
Reviewing the adequacy of internal audit function, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure, coverage
frequency of internal audit.
Discussion with Internal Auditors of any significant findings and follow up thereon.
Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting to the Board.
{ 17 }
Discussion with the external auditors before the audit commences, of the scope and nature of audit
and as well as have post audit discussion to ascertain any area of concern.
Reviewing the Company's financial and risk management policies.
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.
To act as link between the statutory, internal auditors and the Board of Directors.
To review reports of the internal audit department and recommend to the Board to decide about
the scope of its work including the examination of major items of expenditure.
Generally to ensure that tendencies for extravagance, if any, are checked.
4. REMUNERATION COMMITTEE:
Terms of Reference: The Remuneration Committee has been constituted to recommend/review the
remuneration and sitting fees of Executive directors and non executive director.
Composition, Meeting and Attendance: The Remuneration Committee comprises of three Non-Executive
Directors out of which two are Independent directors viz. Maj. Gen. (Retd.) Charanjit Singh Panag, Mr.
Shalabh Ahuja and Mrs.Sangeeta Sandhu. The Chairman of the committee is Mr. Shalabh Ahuja. The terms
of reference stipulated by the Board to the Remuneration Committee are same as contained under Clause 49
of the standard listing agreement.
The attendance of Directors at the Remuneration Committee Meetings held and is given herein below:
Sl. Name of Director Category No. of No. of
No. Meetings Held Meetings Attended
2. Maj. Gen. Charanjit Singh Panag (Retd.) Member 1 1
The annual remuneration paid to Mr. Mandeep Sandhu, the Managing Director of the Company in the
financial year 2013-14 is as follows:
Salary Rs. 15,50,000/-
During the financial year (2013-14) under review, the Company has not paid any remuneration/Fees to any
Non-Executive Directors
5. SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE:
The Investor Grievance Committee was constituted specifically to review the compliance of rule and regulations
to redress investor grievances to provide suggestion and to expedite the process of Share transfers, transmission
etc. At present this committee comprises of 3 Non-Executive Directors out of which two are independent
directors viz. Maj. Gen. (Retd.) Charanjit Singh Panag, Mr.Shalabh Ahuja and Mrs Sangeeta Sandhu. The
Chairman of the Committee is Mr.Shalabh Ahuja. The terms of reference stipulated by the Board to the
Shareholders'/Investors' Grievance Committee are same as contained under Clause 49 of the standard listing
agreement.
In Compliance with the SEBI guidelines the Company has appointed M/s Beetal Financial & Computers
Services Pvt. Ltd. as RTA (Registered Transfer Agent) w.e.f. 31st Jan 2002 to look after the share transfer,
transmission, transposition, issuance of duplicate share certificate, share dematerialization etc. independently
under the supervision and control of the Shareholders'/Investors' Grievance Committee.
The Committee Meeting held during the year 20th May 2013, 12th day of August 2013, 12th November 2013,
19th February 2014 are as follows
{ 18 }
Sl. Name of Director Category No. of No. of
No. Meetings Held Meetings Attended
2 Maj. Gen. Charanjit Singh Panag Member 4 4
Investor Services:
(a) Share Transfer Process
The Company's shares, which are in compulsory dematerialized (demat) list, are transferable through the
depository system. Shares in physical form are processed by Registrar and Transfer Agent, M/s Beetal
Financial & Computers Services Pvt. Ltd. The share transfers are processed within a period of 15 days
from the date of receipt of the transfer documents by M/s Beetal Financial & Computers Services Pvt.
Ltd.
(b) Investor Help-desk
Share transfers and all other investors related activities are attended to and processed at the office of our
Registrar and Transfer Agents viz. M/s Beetal Financial & Computers Services Pvt. Ltd. Their address is
given in the section on Shareholders Information.
Mr. Rajesh Kumar, Company Secretary is appointed as Compliance Officer in terms of Clause 47 of the
Listing Agreement w.e.f. 1st day of August 2012.
Number of Shareholders complaints received and redressed:
The total numbers of complaints received and resolved to the satisfaction of shareholders during the year
under review were NIL. There was no complaint pending to be resolved as on 31st March 2014.
6. Disclosures:
A. Related party Transaction:
There are no materially significant related party transactions with the Company's promoters, Management,
Directors and their relatives which may have potential conflict with interest of the Company at large.
Transactions with related parties have been shown in "Note No. 27 to the Notes to the Accounts of the
company".
B. Disclosure of Accounting Treatment:
Disclosure of accounting treatment there has not been any significant changes in accounting policies
during the year.
C. Risk management:
The Company has a well-defined risk management framework in place. Further, it has established
procedures to periodically place before the Board, the risk assessment and minimization procedures
being followed and the steps taken by it to mitigate these risks
D. Compliance by the Company:
There are no instances of non-compliance by the Company on any matters related to capital market, nor
have any penalty/strictures been imposed by the Stock Exchanges or SEBI or any other statutory authority
on any matter relating to capital market during the Financial Year ended on 31st March 2014.
7. Certificate on Corporate Governance:
The Company has obtained a Certificate from Parul & Associates, Practicing Company Secretary regarding
Compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement and
the same is annexed.
{ 19 }
8. Selection of Independent Directors
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their
respective field/profession, and who can effectively contribute to the Company's business and policy decisions
are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors
on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and
number of Directorships and Memberships held in various committees of other companies by such persons.
The Board considers the Committee's recommendation, and takes appropriate decision.
Every Independent Director, at the first meeting of the Board in which he participates as a Director and
thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria
of independent directors as provided under law.
9. Meetings of Independent Directors
The Company's Independent Directors meet at least once in every financial year without the presence of
Executive Directors or management personnel. Such meetings are conducted informally to enable Independent
Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Independent
Director.
The Independent Directors takes appropriate steps to present Independent Directors' views to the Chairman
and Managing Director.
10. Code of Business Conduct and Ethics for Directors/ Management Personnel
The Code of Business Conduct and Ethics for Directors/Management Personnel ('the Code'), as adopted by the
Board, is a comprehensive Code applicable to Directors and Management Personnel. The Code, while laying
down in detail, the standards of business conduct, ethics and governance centres around the following theme:
'The Company's Board and Management Personnel are responsible for, and are committed to, setting the
standards of conduct contained in this Code and for updating these standards, as appropriate, to ensure their
continuing relevance, effectiveness and responsiveness to the needs of local and other stakeholders as also to
reflect corporate, legal and regulatory developments. This Code should be adhered to in letter and in spirit'
A copy of the Code has been put on the Company's website (www.fsl.co.in). The Code has been circulated
to Directors and Management Personnel, and its compliance is affirmed by them annually.
{ 20 }
CEO/CFO CERTIFICATION:
(Pursuant to Clause 49(V) of Listing Agreement)
In terms of Clause 49 (v) of the Listing Agreement, Managing Director and Chief Financial officer of the Company
has certified to the Board that:
They have reviewed financial statements and the cash flow statement for the year and to the best of knowledge and
belief and that these statements do not contain any materially untrue statement, omit any material fact or contain
statements that might be misleading, statements present a true and fair view of the Company and are in compliance
with the existing accounting standards, applicable laws and regulations.
No fraudulent, illegal, violative transactions entered into by the Company during the year.
They accept responsibility for establishing and maintaining internal controls and have evaluated the effectiveness of
the internal control systems of the company and have disclosed to the auditors and the Audit Committee, deficiencies
in the design or operation of internal controls, if any, of which they are aware and the steps they have taken or
propose to take to rectify these deficiencies.
They have indicated to the Auditors and the Audit Committee the significant changes in internal control, significant
changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements and instances of significant fraud of which they have become aware and the involvement therein, if any,
of the management or an employee having a significant role in the Company's internal control system.
For and on behalf of the Board
Sd/-
Place : New Delhi Mandeep Sandhu
Dated : 06.08.2014 (Managing Director)
Sd/-
Umesh Kumar Gupta
(Chief Finance officer)
{ 21 }
11. GENERAL BODY MEETINGS:
Last three Annual General Meetings (AGM)
Particular Time Date Year Venue
28
th
AGM 11.30 A.M. 08-08-2011 2010-11 M-50, IInd Floor,
M-BlockMarket,
Greater Kailash-1,
New Delhi-110048
29
th
AGM 11.30 A.M. 28-09-2012 2011-12 Indian Habitat
Centre Lodi Road
New Delhi-110003
30th AGM 11.30 A.M. 28-09-2013 2012-13 Indian Habitat
Centre Lodi Road
New Delhi-110003
For the year ended 31.03.2014, no ordinary or special resolutions were passed by the shareholders
through postal ballot.
12. MEANS OF COMMUNICATIONS
Effective communication of information is an essential component of Corporate Governance. It is a process of
sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management -
shareholder relations. The Company regularly interacts with shareholders through multiple channels of
communication such as results announcement, annual reports, media releases, Company's website and through
green initiatives.
13. QUARTERLY RESULTS
The unaudited quarterly/half yearly financial results are announced within forty five days of the end of the
quarter. The audited annual financial results are announced within sixty days of the close of the financial year
as per the requirements of the Clause 41 of the Listing Agreement. The aforesaid financial results are sent to
BSE Limited (BSE) and Delhi Stock Exchange Limited where the Company's shares are listed, immediately
after these are approved by the Board. These results are thereafter published with in forty eight hours in The
Financial Express (English) and Jansatta (Hindi).
14. WEBSITE
The Company's website www.fsl.co.in provides information about its business. It is the primary source of
information to the shareholders, customers, analysts other stakeholders of the Company and to general public
at large. It also contains a separate dedicated section 'Investor Relations' where shareholders' information is
available. Further financial results, Annual Reports, Shareholding Pattern, official news releases, quarterly
report on Corporate Governance and other general information about the Company is also available on the
website.
15. ANNUAL REPORT
Annual Report containing, inter alia, Directors' Report, Auditors' Report, Audited Annual Accounts, Financial
Statements and other important information is circulated to Members of the Company prior to the AGM. The
Report on Management Discussion and Analysis forms part of the Annual Report. The Annual Report of the
Company is also available on the website of the Company in a user friendly and downloadable format.
{ 22 }
16. REMINDER TO SHAREHOLDER
Individual reminders are sent each year to those shareholders whose dividends have remained unclaimed. The
information on unclaimed dividend is also posted on the website of the Company as aforesaid.
17. CORPORATE FILING AND DISSEMINATION SYSTEM
In compliance with Clause 52 of the Listing Agreement entered with Stock Exchanges, the financial results,
shareholding pattern and quarterly report on Corporate Governance are filed electronically through portal,
website www.listing.bseindia.com. This is managed and maintained by BSE.
18. PRICE SENSITIVE INFORMATION
All price sensitive information and such other matters which in the opinion of the Company are of importance
to the shareholders are promptly intimated to the Stock Exchanges.
19. General shareholder information
AGM Date : 10
th
September 2014
Time : 10:00 A.M.
Venue : Indian Habitat Centre, Lodhi Road, New Delhi-110003
Financial Year 1
st
April 2013 to 31
st
March 2014.
Financial Calendar:
For the year ended 31st March, 2014 quarterly results were announced on:
Results for the quarter ended June 2013 : 5th August, 2013
Results for the quarter ended September 2013 : 25th october, 2013
Results for the quarter ended December 2013 : 23rd January, 2014
Results for year ended March 2014 : 21st May, 2014
For the year ended 31st March, 2015, the tentative announcement dates are:
Results for the quarter ended June 2014 : First week of August 2014
Results for the quarter ended September 2014 : First week of November 2014
Results for the quarter ended December 2014 : First week of February 2015
Results for year ended March 2015 : Third week of May 2015
Next Annual General Meeting : September 2015
Dates of Book Closure: From 8
th
September to 10
th
September 2014 (both days inclusive) for the purpose
of Annual General Meeting of the company.
Name of the Stock Exchanges on which the equity shares of the company are listed : BSE and DSE.
Status of Listing Fee: Listing fee for BSE and DSE has been paid up to the financial year 2014-15.
Market Price Data: Monthly high and low of the equity shares of the Company trading volume are as follows
from April 2013 to March 2014.
{ 23 }
Ser. Name of High Price Low Price No. of
No. Month Shares traded
1 April 2013 36.00 33.75 2,04,172
2 May 2013 37.00 35.00 93,661
3 June 2013 37.55 35.25 2,13,459
4 July 2013 40.50 37.50 2,78,465
5 August 2013 39.30 36.40 1,89,044
6 September 2013 40.15 38.00 27,566
7 October 2013 40.50 39.50 26,930
8 November 2013 40.75 40.50 19,850
9 December 2013 41.00 40.70 10,000
10 January 2014 41.45 40.90 50,062
11 February 2014 41.45 41.00 7,662
12 March 2014 43.80 41.50 13,570
Demat ISIN No: INE241F01011
Distribution of shareholding:
Shareholding of Number % of No. of Share % of
Nominal value of share- Shares Amount Share-
of Rs. Shareholders holding (Rs.) holding
UPTO- 5000 96 76.80 5,530 55,300 .052
5001-10000 4 3.20 2833 28,330 .027
10001-20000 8 6.40 11606 1,16,060 .110
20001-30000 4 3.20 10,801 1,08,010 .103
30001-40000 2 1.60 7059 70,590 0.067
40001-50000 1 .80 4200 42,000 0.040
50001-100000 1 .80 10,000 1,00,000 .0955
100001 and above 9 7.20 1,04,21,418 10,42,14,180 99.50
Total 125 100.00 10473447 10,47,34,470 100.00
Shareholding Pattern as on 31st March, 2014:
Shareholders Category Number of Shares Percentage
Promoter's Holding
-Indian Promoters 62,73,878 59.903
Institutional Investors/Banks,FIs Nil Nil
Private Corporate Bodies 38,568 0.368
Indian Public 31,78,179 30.34
NRIs/OCBs 9,82,312 9.379
Clearing Member 510 0.005
Total 10473447 100.00
{ 24 }
Registrar & Share Transfer Agents:
M/s. Beetal Financial & Computers Services Pvt. Ltd.
99, Madangir, 3rd Floor, Behind Local Shopping Complex,
Near Dada Harsukhdas Mandir, New Delhi-110062.
System of Share Transfer/Dematerialisation/rematerialisation etc:
The aforementioned RTA has its own infrastructure commensurate with the work undertaken and is manned
by skilled and trained staff.
Dematerialization of shares and liquidity: Company's shares are now in Compulsory Demat category. As
on 31st March 2014, 99.83% of the shares of the Company have been dematerialized. The Equity Shares are
listed on Bombay Stock Exchange and Delhi Stock Exchanges.
Outstanding Warrants GDRs/ADRs, and Convertible Bonds, Conversion date and likely impact on equity:
Not Applicable
Plant Locations: Not Applicable
Address for correspondence:
Company
Futuristic Solutions Limited
The Company Secretary
M-50, IInd Floor,M Block Market
Greater Kailash-1, New Delhi-110048
OR
Registrar & Share Transfer Agent
M/s Beetal Financial & Computers Services Pvt. Ltd.
99, Madangir, III Floor, Behind Local Shopping
Complex, Near Dada Harkushdas Mandir, New
Delhi-110062
{ 25 }
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT
This is to confirm that all the Members of the Board of directors of the Company and the Senior Management have
affirmed their compliance with the Code of conduct laid down for the Directors and Senior Management of the
Company for the Financial Year ended March 31, 2014.
This certificate is being given in compliance with the requirements of clause 49(I)(d)(ii) of the Listing Agreement
entered in to with the stock Exchanges.
For and on behalf of the Board of Directors
Sd/-
Place:New Delhi Mandeep Sandhu
Date: 06/08/2014 (Managing Director)
PURSUANT TO THE REQUIREMENTS OF THE LISTING AGREEMENT WITH THE STOCK
EXCHANGES ON CORPORATE GOVERNANCE, THE INFORMATION REQUIRED TO BE GIVEN,
IN CASE OF THE APPOINTMENT OF A NEW DIRECTOR OR RE-APPOINTMENT OF A DIRECTOR,
IS GIVEN AS FOLLOWS:
Name of the Director : Mrs. Sangeeta Sandhu
Date of Birth : 20/06/1964
Qualification : B.A
Expertise in Specific functional area : She has over 16 years experience in the
field of Assets Reconstruction Business.
Date of Appointment : 09/10/2000
Name of the other Companies in : Moral Holdings Limited
which she holds Directorships Mishry Holdings Limited
Futuristic Remedies Limited
Diana Euro Chem Private Limited
Name of the Committees of the : Audit Committee
Companies of which she holds Share Holders Grievances Committee
Memberships / Chairmanships Remuneration committee
Shareholding in the Company : 46,517
{ 26 }
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
(1) GLOBAL ECONOMIC CONDITIONS - RESURGENCE WITH CONTINUING DOWNSIDE RISKS
Global growth was subdued in the whole of F.Y. 2013-14. The sluggishness was driven to a large extent by
counterbalancing of improvement in some advanced economies, especially the US and Japan with appreciably
weaker domestic demand and slower growth in several key emerging market economies, including China and
India as well as by a more protracted recession in the euro area. New risks to global recovery had also arisen
from fiscal discord in the US and uncertainties arising from expectations related to withdrawal from
unconventional monetary easing by advanced economies.
The global activity broadly strengthened during the second half of F.Y. 2013-14 largely on account of recovery
in the advanced economies. Economic expansion in the US was gaining firmer footing and would further aid
recovery in global activity and trade. However, activity in many emerging market economies disappointed in a
less favorable external financial environment, although they continued to contribute more than two-thirds of
global growth. Their output growth is expected to be lifted by stronger exports to advanced economies and
currency depreciation. However, tightening monetary policy and financial conditions in the event of faster than
anticipated withdrawal of monetary accommodation by advanced economies could pose a risk for emerging
markets. There are risks to activity from lower.
The global inflation remains benign with stagnant labour markets and stable commodity prices. However, upside
risks to global crude oil prices remain from rising geo-political uncertainties in oil producing regions. Inflation has
continued to be low in advanced economies as well as large emerging markets aided by high unemployment and
large spare capacities. In the emerging markets the inflation remained high, though tightening of monetary policy
and weakening output are expected to help generate disinflationary momentum. The divergent trends in inflation
between advanced economies and emerging markets pose an added risk to global growth.
(2) INDUSTRY STRUCTURE AND DEVELOPMENTS:
Asset quality continues to be a major concern for Scheduled Commercial Banks (SCBs). The Gross NPA ratio
of SCBs increased to 4.20% of the total advances as at end September 2013 from 3.40% of March 2013. The
restructured standard advances also increased to 6.00% of total advances as at end September 2013 from
5.80% of March 2013. Overall the stressed advances rose significantly to 10.20% of total advances as at end
September 2013 from 9.20% of March 2013. To control the deteriorating asset quality in the banking system,
the Reserve Bank of India implemented several developmental measures during FY 2013-14 including
improvement in the system's ability to deal with corporate.
The Company's primary business is to provide "Futuristic Solutions" to the clients' current problems. As reported
by the Government of India, the amount of existing NPA's of various banks and financial institutions are to the
tune of about Rs. 1,10,000 crores. Besides this, the quantum of claims and counter claims, arising out of
various contractual obligations are many times of this figure. All these clients could restructure their assets
using our services. As the business of Asset Reconstruction is a relatively a new field, a very small percentage
of the total volume of business targeted by us could generate impressive turnover.
The management of the Futuristic Solutions Limited has been engaged in the business of Securitization &
Asset Reconstruction for more than past 17 years. The company has been acquiring non-performing assets
from court auction / other sources and nursing them in its own way by adding value to their status so as to
bring it back on rail before selling to the interested buyers at a premium. Presently, engaged in the business of
purchasing unsettled claims, non-performing assets and loans. Over the time, it has gained experience and has
owned a good will as an ARC for itself. Futuristic Solutions Limited, in its Memorandum of Association also
specifically provides for the business of Asset Reconstruction Company, as per the provisions of guidelines laid
down by the Reserve Bank of India. The business process of the Company generally includes the following:
{ 27 }
Application or search for the appropriate claims, properties, NPAs, distressed asset etc
Valuation of the distressed asset
Purchase of the NPA / distressed asset
Strategy for the restructuring of the NPA
Disposition of the NPA
The Company has a vast network of professional and other individuals, through whom the company is able to
generate business operations and market itself. The Company has in past successfully managed to carry out its
operations.
(3) OPPORTUNITY AND THREAT:
As reported earlier, with the improvement in the outlook of the indian economy and global growth prospects
over the past few months and possibility of a stable and pro-reforms government at the centre, the Indian
capital market is expected to perform well as is visible in current rally which has taken the markets to all time
high levels.
This along with the focus of the government on financial inclusion will present ongoing opportunities for
financial intermediaries to spread and benefit from the investment culture across the country.
The following factors present specific opportunities across our businesses:
(i) Focus on reforms will provide opportunities for sustainable growth of Indian economy leading to investment/
capital requirement;
(ii) Globalization - corporate are looking at expanding in overseas/domestic markets through mergers &
acquisitions
Asset reconstruction Companies have been created internationally to bring about system-wide clean up of Non
Performing assets (NPA's) in the financial sector. The Government of India and Reserve Bank of India (RBI)
have taken measures to regulate and control NPA's in the financial system to facilitate faster debt recovery.
Asset reconstruction business constitutes essentially in unlocking the values embedded in the NPA's and sharing
these in an equitable manner with various stakeholders. Theoretically, this is tailor-made for the common
wealth of all the concerned players and by now the market should have been a buzz with frenetic action on this
front. If this does not happen on the scale anticipated, the reason can be the following:
The concept is relatively new and its philosophy and practice have not seeped firmly in the minds of the
players, especially the lenders. With the fear of the unknown stalking their minds, they are understandably
wary of taking the kind of plunge that is necessary for giving a discernible fillip to the business.
The various stimulus measures which were introduced by the government and Reserve Bank of India played an
important role in maintaining liquidity in the financial system, limiting the spill over impact on the real economy.
There is, of course, always a possibility of the time for realization to become more than envisaged. The
performance of capital market in India has a direct correlation with the prospect of economic growth and
political stability. With the Indian growth declining in the past year or two, the level of confidence of corporates
has gone down which in turn has an impact on their expansion plans with the result that investment activity is
at one of its lowest. Lack of determined action from Government to jump-start investment cycle and carry on
the reforms may continue to affect the financial services sector. Despite great opportunities, there are significant
factors presenting threats to our businesses viz.
{ 28 }
(i) Uncertainty of political situation in the country leading to concerns of diffused focus on growth and reforms;
(ii) Slowing economy, tight monetary policy and continued high inflation leading to decelerating investment
demand;
(iii) Regulatory changes across the world impacting the landscape of business;
(iv) Increased competition from local and global players operating in India;
(v) Attrition of employees caused by strong demand from ever increasing number of market participants;
(vi) Risks arising from reduced ability of corporates to generate sustained revenue to service loans given by
our NBFC in a timely manner.
(4) OUTLOOK AND STRATEGY
After the economic slowdown in the previous years, India's growth is now gaining momentum. The outlook for
the Indian economy has improved over the past few months with cautiously positive business sentiments,
improved consumer confidence, expectations of a modest recovery in growth and decline in inflation. The
recovery is likely to be supported by investment activity picking up due to part resolution of stalled projects and
improved business and consumer confidence. The risks in the external sector have lowered, allowing monetary
policy to focus on its core concern of lowering inflation and supporting growth. With this background and
possibility of a stable and pro-reforms government at the centre, the Indian capital market is expected to
perform well as is visible in current rally which has taken the markets to all time high levels.
With strengthening of the economy and the country's growth prospects looking positive, we continue to be optimistic
about the Company's opportunities and potential profit avenues in the financial services sector. However, the
growth curve may not move steadily upwards in the short to medium term, multiple challenges would tamper the
speed of growth in various businesses. Given the inherent linkage of most of our business with the economy, our
financial performance is subject to fluctuations depending on the pace of economic growth.
Given the growth prospects, we seek to consolidate our position as one of the reputed financial services group
in India. Our strategy for achieving this goal is to keep deepening our portfolio of financial services and
products, provide effective financial solutions, effective risk management and build a business model that is
well diversified across financial market activities with unique strengths in business. We will continue to focus on
our clients and endeavor to deliver unique solutions to their satisfaction and ensure accountability, transparency,
professionalism and risk containment.
Company sees great potential of growth in the Assets Reconstruction business and has directed their effort
towards the same.Company is confident of doing better in the forthcoming financial year.
(5) RISKS & CONCERNS:
In today's complex business environment, almost every business decision requires executives and managers to
balance risk and reward. Effective risk management is therefore critical to an organization's success. Globalization,
with increasing integration of markets, newer and more complex products & transactions and an increasingly
stringent regulatory framework has exposed organizations to newer risks. As a result, today's operating
environment demands a rigorous and integrated approach to risk management.
(6) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
Your Company has deployed an appropriate mix of automated and manual internal control systems to ensure
propriety in the utilization of funds, safeguarding of assets against unauthorized use or disposition, true and
fair reporting and compliance with all the applicable regulatory laws and company policies. State-of-the-art
{ 29 }
systems with tight integration to other applications are designed to adopt best practices and provide real time
information for effective decision making, monitoring and control. Your Company has a clearly defined authority
manual defining sanctioning limits at each level in the hierarchy for various kinds of expenses. Tight and
periodic budgetary control and review mechanisms supplement the preventive controls designed in the systems.
Your Company has an in-house internal audit department. To maintain independence, the internal audit
function reports directly to the Audit Committee and to the Managing Director of the Company. The audit
plans for the year are approved by the Audit Committee. The internal audit function verifies the adequacy and
effectiveness of internal controls from operation, financial and statutory compliance point of view through a
blend of process and transactional audits. A summary of significant observations along with any action plan
identified by the management is placed periodically before the Audit Committee for review and guidance.
(7) HUMAN RESOURCES:
Human Resources team plays a crucial role by motivating, retaining and charting out the growth path for
employees. Your Company is privileged to have the right blend of professionals and it continuous to take
initiative for development of its human resources and maintain healthy and harmonious relations. The relations
in the Company remained cordial throughout the year.
The Management wishes to place on record, the cooperation and contribution made by the employees at all
levels of the organization to the continued growth of the company.
(8) FUTURE PLANS:
The Company has already made an application with Reserve Bank of India for registration as an Asset
Reconstruction Company. The Company is hopeful that it will receive RBI's approval in the current year. Once
the approval is received, Company will be able to purchase NPA's of the banks and Financial Institutions
which are selling/ considering selling their NPA's to the NBFC's
(9) CAUTIONARY STATEMENT:
This report describing our activities, projections and expectations for the future, may contain certain 'forward
looking statements' within the meaning of applicable laws and regulations. The actual results of business may
differ materially from those expressed or implied due to various risk factors and uncertainties. We are under no
obligation to publicly amend, modify or revise any forward looking statement on the basis of any subsequent
developments, information or events and assume no liability for any action taken by anyone on the basis of
any information contained herein.
{ 30 }
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF FUTURISTIC SOLUTIONS LIMITED
1. We have audited the accompanying financial statements of the FUTURISTIC SOLUTIONS LIMITED
('the Company'), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss
and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and
other explanatory information.
Management's Responsibility for the Financial Statements
2. Management is responsible for the preparation of these financial statements that give a true and fair view of
the financial position , financial performance and cash flows of the Company in accordance with the Accounting
Standards referred in section 133 of the Companies Act '2013 ( 'the Act ' ) ( which has superseded section 211
(3C) of Companies Act 1956 ) . . This responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the financial statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.
Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of
the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
6. In our opinion and to the best of our information and according to the explanations given to us, the financial
statement together with the notes thereon give the information required by Act, 1956, in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;
(ii) in the case of the Profit and Loss Account of the loss for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of cash flows for the year ended on that date.
7. As required by the Companies (Auditor's Report) Order, 2003 (as amended) (herein after collectively referred to
as the 'Order'), issued by the Central Government of India in terms of section 227 (4A) of the Companies Act,
1956, we annex hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.
8. As required by section 227(3) of the Act , we report that:
i. We have obtained all the information and explanations, which to the best of our knowledge and belief
were necessary for the purpose of our audit;
ii. In our opinion, proper books of accounts, as required by law have been kept by the Company so far as
appears from our examination of those books;
iii. The Balance Sheet , Statement of Profit & Loss and Cash Flow Statement dealt with by this report are
in agreement with the books of accounts of the Company;
iv. In our opinion, the Balance Sheet , Statement of Profit & Loss and Cash Flow Statement dealt with by
this report comply with the Accounting Standard referred to in section 133 of the Companies Act '2013
('the Act ') (which has superseded section 211 (3C) of Companies Act 1956 ) .;
v. On the basis of the written representations received from the directors as on March 31, 2014, and taken
on record by the Board of Directors, we report that none of the directors are disqualified as on March 31,
2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the
Companies Act, 1956.
For BGJC & Associates
FRN.-003304N
Place : New Delhi Sd/-
Darshan Chhajer
Dated : 21/05/2014 (Partner)
Membership No: 88308
{ 31 }
ANNEXURE REFERRED TO IN PARAGRAPH 6 OF THE AUDITOR'S REPORT TO THE MEMBERS OF
FUTURISTIC SOLUTIONS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014.
(i) (a) The Company is in the process of updating its fixed assets register.
(b) As per the explanation and information given to us, the management has during the year fixed assets
have physically verified by the company.
(c) The Company has not disposed off substantial parts of its fixed assets during the year.
(ii) (a) As explained to us by the management , inventories have been verified during the year by the management.
In our opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanation given to us, the procedure of such
physical verification of inventories followed by the management is appears to be reasonable and adequate
in relation to the size in relation to the size and nature of its business.
(c) In our opinion, the Company is maintaining proper record of inventories.
(iii) During the year the Company has not granted any loan to any party covered in the register maintained under
section 301 of the Companies Act, 1956 hence sub clause (a) to (d) of this clause is not applicable. However,
during the year it has taken interest free loan of Rs.50,00,000 from a party covered in the register maintained
under section 301 of the Companies Act, 1956 ; max. amount outstanding was Rs.50,00,000 and year end
balance was Rs. Nil.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal
control system commensurate with size of the Company and the nature of its business for the purchase of
inventory, fixed assets and for the sale of goods. During the course of our audit, we have not observed any
continuing failure to correct major weaknesses in the internal control system.
(v) (a) According to the information and explanation provided by the management, we are of the opinion that
the particulars of the contracts or arrangements referred to in section 301 of the Companies Act, 1956
that need to be entered into the register maintained under section 301 have been so entered.
(b) In our opinion and according to the information and explanation given to us, the transactions made in
pursuance of such contracts or arrangement exceeding value of Rupees five lacs have been entered into
during the financial year which are reasonable having regard to the prevailing market prices at the
relevant time. However, we are unable to comment upon the transactions where the prevailing market
price could not be ascertained, in such cases we have relied upon the judgment of the board of director.
(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted
any deposits during the period from public within the meaning of section 58A/58AA of the Companies Act,
1956 or any other relevant provisions of the Act and the rules framed there under.
(vii) In our opinion and as per information and explanation given to us, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.
(viii) Maintenance of cost records as prescribed under section 209 (1) (d) of the Companies Act, 1956 is not
applicable to the company.
(ix) (a) According to the information and explanation given to us ,the Undisputed statutory dues including
Provident Fund , Investors Educations & Protection Fund , Income Tax and Sales Tax , Wealth tax ,
Service Tax, Excise Duty, Custom Duty, Cess have generally been regularly deposited with the appropriate
authorities except delay in few cases.
(b) As per the information and explanation given to us, no undisputed amounts are payable in respect of
income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31.03.2014 for
a period of more than six month from the date they became payable.
{ 32 }
(c) As per the information and explanation given to us there was no dues of income tax, sales tax, wealth
tax, service tax, excise duty , customs duty and cess , which have not been deposited on account of any
dispute .
(x) There are no accumulated losses at the end of financial year 2014 , however the company has incurred cash
losses in the financial year ended on that date but not in the immediately preceding financial year.
(xi) As per the information and explanations given by the management, the Company has not defaulted in
repayment of dues to financial institution or bank or debenture holders.
(xii) In our opinion and according to the information and explanations given to us, the Company has not granted
any loans and advances during the year on the basis of security by way pledge of shares, debentures and other
securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the
provisions of clause 4(xiii) of Order are not applicable to the Company.
(xiv) According to the information and explanations given to us, proper records have been maintained with respect
to transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments
and timely entries have been made by therein. The shares, securities, debentures and other securities have
been held by the company in its own name.
(xv) According to the information and explanations given to us, the Company has not given any guarantees for
loans taken by others from banks or financial institution.
(xvi) According to the information and explanations given to us the, the Company has not taken any term loans ,
hence this clause is not applicable.
(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet
of the Company, we report that no funds raised on short - term basis have been used for long term investments.
(xviii)According to the information and explanations given to us, during the period covered by our audit report the
company has not made any preferential allotment of shares.
(xix) According to the information and explanations given to us, during the period covered by our audit report the
company has not issued any debentures.
(xx) According to the information and explanations given to us, during the period covered by our audit report no
money has been raised by way of public issue.
(xxi) Based upon audit procedures performed and according to the information and explanations given to us by the
management and to the best of our knowledge, we report that no fraud on or by the Company has been
noticed or reported during the course of our audit.
For BGJC & Associates
FRN.-003304N
Sd/-
Place : New Delhi Darshan Chhajer
Dated : 21/05/2014 (Partner)
Membership No: 88308
{ 33 }
BALANCE SHEET AS AT MARCH 31, 2014
(In Rs.)
PARTICULARS NOTE As at As at
March 31, 2014 March 31, 2013
EQUITY AND LIABILITIES
SHAREHOLDERS' FUND
Share capital 2 104,734,470 104,734,470
Reserves and surplus 3 33,588,449 38,743,803
138,322,919 143,478,273
NON-CURRENT LIABILITIES
Long-term provisions 4 41,000 30,875
41,000 30,875
CURRENT LIABILITIES
Short-term borrowings 5 18,976,010 17,176,716
Trade payables 6 - 17,296,696
Other current liabilities 7 310,552 1,297,992
Short-term provisions 8 109,608 6,770,084
19,396,170 42,541,488
TOTAL 157,760,089 186,050,636
ASSETS
NON -CURRENT ASSETS
Fixed assets
Tangible assets 9 1,614,508 1,874,815
Non-current investments 10 7,470,186 7,470,186
Deferred tax assets (net) 11 194,372 226,308
Long-term loans and advances 12 17,109,000 13,409,000
26,388,066 22,980,309
CURRENT ASSETS
Inventories 13 86,007,064 86,007,064
Trade receivables 14 - -
Cash and Bank Balances 15 187,921 258,471
Short-term loans and advances 16 22,608,100 55,803,703
Other current assets 17 22,568,938 21,001,089
131,372,023 163,070,327
TOTAL 157,760,089 186,050,636
Significat Accounting Policies 1
Notes to Accounts 2 - 33
(These accompanying notes are integral part of Financial Statement)
For BGJC & Associates For Futuristic Solutions Ltd.
Sd/- Sd/- Sd/-
Darshan Chhajer Mandeep Sandhu Sangeeta Sandhu
(Partner) (Managing Director) (Director)
Membership No.88308
Sd/- Sd/-
Place : New Delhi Umesh Kumar Gupta Rajesh Kumar
Dated : 21/05/2014 (Chief Financial Officer) (Company Secretary)
{ 34 }
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED MARCH 31, 2014
(In Rs.)
PARTICULARS NOTE As at As at
March 31, 2014 March 31, 2013
Revenue from operations 18 6,087,062 22,561,324
Other income 19 87,346 1,071,451
Total Revenue 6,174,408 23,632,775
Expenses:
Changes in inventories ( Stock-in-Trade) 20 - 40,241,692
Employee benefits expenses 21 2,332,834 2,656,545
Finance costs 22 3,126,251 4,796,030
Depreciation and amortization expenses 9 253,797 298,717
Other expenses 23 5,378,431 4,136,936
Provision for Standard Assets - -
Total expenses 11,091,313 52,129,920
Profit before exceptional items and tax (4,916,905) (28,497,145)
Exceptional items 24 - 34,100,000
Profit before extraordinary items and tax (4,916,905) 5,602,855
Profit before tax (4,916,905) 5,602,855
Tax expense:
(1) Current tax 1,547,768
(1) Earliar Year 206,513 -
(2) Deferred tax charged /(Credit) 31,936 161,169
Profit / ( Loss) for the year (5,155,354) 3,893,918
Earnings per equity share: 25
(1) Basic -0.49 0.37
(2) Diluted -0.49 0.37
Significat Accounting Policies 1
Notes on Accounts 2 - 33
(These accompanying notes are integral part of Financial Statement)
Sd/- Sd/- Sd/-
Membership No.88308
Sd/- Sd/-
Dated : 21.05.2014 ((Chief Financial Officer)) (Company Secretary)
{ 35 }
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2014
(In Rs.)
PARTICULARS As at March 31, 2014 As at March 31, 2013
A. Cash Flows from operating activities
Net Profit / (Loss) before Tax (4,916,905) 5,602,855
Adjustments :
Depreciation 253,797 298,717
Dividend (22,418) (75,114)
Provision for Standard Assets reversed (64,928) (14,002)
Balances Written off 3,255,486 331,740
Fixed assets written off 6,510
Excess Provision of Income Tax 2009-10 - (31,235)
Profit on sale of Investment - (951,100)
Finance Cost 2,872,893 4,285,471
Provision for Interest 253,358 510,559
Operating profit before changes in assests and liabilities 1,637,793 9,957,891
Changes in Assets and Liabilities
Decrease/(Increase) in trade receivables - 91,205,000
Decrease/(Increase) in Loans & Advances 26,240,117 11,500,117
Decrease/(Increase) in other assets (553,450) (8,999,000)
Increase/(Decrease) in Liabilities (17,232,553) (19,788,575)
Decrease/(Increase) in Stock in trade - (53,258,308)
Cash Generated from Operating Activities 10,091,907 30,617,126
Direct Tax Paid (inclusive of TDS) (2,569,611) (6,048,596)
Cash Flow Before Prior Period 7,522,296 24,568,530
Prior Period Income/(Expenses) - -
Net Cash Inflow/(Outflow) from Operating Activities 7,522,296 24,568,530
B Cash Flows from Investing Activities
Purchase of Fixed Assets - (161,050)
Dividend received 22,418 75,114
Purchase of Investment - (7,394,076)
Sale/Transfer/Surrender of investment - 1,172,500
Net Cash Inflow/(Outflow) from Investing Activities 22,418 (6,307,512)
C Cash Flows from Financing Activities
Receipt /(Repayment) of bank overdraft 6,819,946 (11,921,735)
Interest Paid (4,180,364) (4,285,471)
Dividend Paid (5,234,194) (9,730,537)
Receipt of Loan (5,020,652) 4,802,660
Net Cash Inflow/(Outflow) from Financing Activities (7,615,264) (21,135,083)
Net Increase/(Decrease) In cash and Cash Equivalents (70,550) (2,874,065)
Cash and Cash Equivalents at the beginning of the year 258,471 3,132,536
Cash and Cash Equivalents at the end of the year 187,921 258,471
Sd/- Sd/- Sd/-
Membership No.88308
Sd/- Sd/-
Dated : 21/05/2014 ((Chief Financial Officer)) (Company Secretary)
{ 36 }
NOTES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR
ENDED MARCH 31, 2014
NOTES -1 (SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS)
A. SIGNIFICANT ACCOUNTING POLICIES
1) Basis of Preparation
The Financial Statements have been prepared under historical cost basis and comply in all with the
Notified Accounting standard by the Companies (Accounting Standard) Rules, 2006 and the relevant
provisions of the companies Act, 1956 and other applicable provisions of The Companies Act 2013 .
The Company prepares the accounts on accrual basis in accordance with the Generally Accepted
Accounting Principles in India and the guidelines issued by the Reserve Bank of India, wherever
applicable.
All income and expenditure having a material bearing on the financial statements are recognized on an
accrual basis except in case of Non-performing assets and Dividends, where income is recognized as
and when realized.
2) Use of Estimates
The preparation of financial statements is in conformity under the GAAP requires management to
make estimates and assumptions that effect the reported amounts of assets and liabilities, disclosure of
contingents assets and liabilities at the date of financial statements and the results of operations during
the reporting period. Actual result could be different from these estimates. Any changes in estimates
are adjusted prospectively in the current and future period.
3) Revenue recognition
Items of Income and Expenditure are accounted for on accrual basis, except as otherwise stated.
Income from Disputed Claims is recognized after the expiry of the limitation period for Appeal or
disposal of appeal whichever is earlier.
Interest on investment is booked on a time proportion basis taking into account the amounts invested
and the rate of interest.
Dividend income on investments is accounted on receipt basis.
4) Expenses
Expenses are accounted for on accrual basis and provision is made for all known losses and liabilities.
5) Fixed Assets
Fixed Assets are stated at their original cost of acquisition, inclusive of duties and expenditure in
installation
6) Depreciation
Depreciation is provided on written down value method in accordance with the provisions of schedule
XIV of the Companies Act, 1956.
7) Investments
Investments are classified into current and long term investments. Current investments are stated at the
lower of cost and fair value.
{ 37 }
Long-term investments are stated at cost. A provision for diminution is made to recognize a decline,
other than temporary, in the value of long-term investments.
8) Valuation of Inventories
Inventories are valued at lower of cost and estimated net realizable value after providing for cost of
obsolescence and other anticipated losses wherever consider necessary. Cost for the purpose of valuation
of share & claims computed on the basis of cost of stock & claim and other related expenses.
9) Taxation
Current tax is determined as the amount of tax payable in respect of taxable income for the period.
Deferred tax is recognized, subject to the consideration of prudence, on the timing differences, being
the difference between taxable incomes and accounting income that originate in one period and are
capable of reversal in one or more subsequent periods. Deferred tax assets are not recognized on
unabsorbed depreciation and carry forward of losses unless there is virtual certainty that sufficient
future taxable income will be available against which such deferred tax assets can be realized.
10) Provision
A provision is recognized when an enterprise has a present obligation as a result of past event and it is
probable that an out flow of resources will be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions are not discounted to its present value and are determined
based on management estimate required to settle the obligation at the balance sheet date. These are
reviewed at each balance sheet date and adjusted to reflect the current management estimates.
Provision against Standard, Sub standard, Doubtful and Loss assets be made as per applicable guidelines
11) Contingencies Liabilities and Assets
Liabilities which are material and whose future outcome cannot be ascertained with reasonable certainty
are treated as contingent and disclosed by way of notes to the accounts if any.
Contingent assets are neither recognized nor disclosed.
{ 38 }
NOTES TO ACCOUNT
2 SHARE CAPITAL (Amount in Rs.)
PARTICULARS As at As at
March 31, 2014 March 31, 2013
Authorised
Equity shares, Rs. 10/- par value
120,00,000 (P/Y 120,00,000) Equity shares 120,000,000 120,000,000
120,000,000 120,000,000
Issued, Subscribed and Paid up
Equity shares, Rs. 10/- par value
10,473,447 (P/Y 10,473,447) fully paid up 104,734,470 104,734,470
[Of the above, 4,760,657 (PY 4,760,657) equity shares were
allotted as fully paid-up bonus shares in financial year 2007-08] 104,734,470 104,734,470
2.1 Reconciliation of numbers of shares outstanding and the amount of share capital as at March
31,2014 and March 31,2013.
Particulars As at March 31, 2014 As at March 31, 2013
No. of shares Amount No. of shares Amount
Equity shares
At beginning of the period 10,473,447 104,734,470 10,473,447 104,734,470
Add: shares issued during the year - - - -
Less: Shares bought back during the year - - - -
Outstanding at the end of the year 10,473,447 104,734,470 10,473,447 104,734,470
2.2 Terms / rights attached to equity shares
The company has only one class of shares referred to as equity shares having par value of Rs. 10/-. Each
holder of equity share is entitled to one vote per share.
The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the
remaining assets of the company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
2.3 Details of shareholders holding more than 5% of share capital
% holding of % holding of
No. of shares share capital No. of shares share capital
Mandeep sandhu 1,129,478 10.78 1,129,478 10.78
Charanjeet Singh seera 982,286 9.38 1,281,775 12.24
Moral Holdings Ltd. 2,480,305 23.68 2,123,323 20.27
Mishry Holdings Ltd. 2,617,578 24.99 2,454,558 23.44
Nandita Shaunik 3,105,384 29.65 2,768,657 26.44
{ 39 }
3 RESERVES AND SURPLUS (Amount in Rs.)
March 31, 2014 March 31, 2013
Statutory Reserve
Opening Balance 18,718,836 17,940,052
Add: Transferred From Current Year Profits - 778,784
Closing balance 18,718,836 18,718,836
Surplus in the Statement of Profit & Loss
Balance as per last financial statement 20,024,967 22,996,084
Add :- Net Profit / (Loss) After tax transferred
from Statement of Profit and Loss (5,155,354) 3,893,918
Appropriations:
Tranfer to Statutory Reserve - 778,784
Proposed Equity Dividend - 5,236,724
Tax on Proposed Equity Dividend - 849,527
Net Surplus in the Statement of Profit and Loss 14,869,613 20,024,967
Total Reserves & Surplus 33,588,449 38,743,803
4 LONG TERM PROVISIONS
March 31, 2014 March 31, 2013
Others
Provisions for standard assets 41,000 30,875
Total 41,000 30,875
4.1 Provsion for Stanadard Assets has been made as per RBI-Notification No.DNBS.P.D. CC.NO. 207/03.02.002/2010-11
dt 17.01.2011.
5 SHORT TERM BORROWINGS
March 31, 2014 March 31, 2013
Secured
Bank Overdaft 18,976,010 12,156,064
Total 18,976,010 12,156,064
Unsecured
Loan and advances from related party 150,000
Other Balances* 4,870,652
Total 5,020,652
18,976,010 17,176,716
* Includes Rs. Nil ( PY Rs. 34,50,000 received as advance against sale of Investment).
5.1 The secured Bank Overdraft carries interest @ Bank rate + 5.5% (PY Bank rate + 7.5%). The sum is secured by first
charge over current assets of the company and equitable mortgage of properties of group companies. Further, it is
secured by the personal guarantees of two directors and the corporate guarantee from two group companies.
5.2 The Loan & Advance from related party are interest free and are repayable on demand.
{ 40 }
6 TRADE PAYABLE (Amount in Rs.)
March 31, 2014 March 31, 2013
-MSME - -
- others - 17,296,696
Total - 17,296,696
7 OTHER CURRENT LIABILTIES
March 31, 2014 March 31, 2013
Salary payable and other employee benefits 149,279 55,181
Provision for expenses 93,370 100,018
TDS Payable 55,570 81,215
Service Tax payable 2,338
Interest payable - 1,054,113
Dividend Payable (2011-12) 7,465 7,465
Dividend Payable (2012-13) 2,530 -
Total 310,552 1,297,992
8 SHORT TERM PROVISIONS
March 31, 2014 March 31, 2013
Other
Provisions for standard Assets 109,608 184,661
Provision for Income Tax (Net) - 499,172
Proposed Equity Dividend - 5,236,724
Tax on proposed Equity Dividend - 849,527
Total 109,608 6,770,084
8.1 As per RBI-Notification No.DNBS.P.D. CC.NO. 207/03.02.002/2010-11 dt 17.01.2011, the company has reversed
provision of Rs. 64,928/- ( PY Rs. 14,002 )on standard assets.
9. FIXED ASSETS
(Amount in Rs.)
Description GROSS BLOCK DEPRECIATION NET BLOCK
As at Additions Delitions As at Upto For the Adjustments Upto As at As at
Particular March 31, during the during the March 31, March 31, year during the March 31, March 31, March 31,
2013 year year 2014 2013 year 2014 2014 2013
Office Equipment 1,342,572 - 20,400 1,322,172 818,566 72,512 17,161 873,917 448,255 524,006
Furniture & Fixture 1,538,549 - - 1,538,549 1,116,142 76,456 - 1,192,598 345,951 422,407
Vehicles - Car 2,882,334 2,882,334 2,669,104 55,205 2,724,309 158,025 213,230
Electrical Fittings &
Installations 228,896 15,700 213,196 156,976 9,402 12,429 153,949 59,247 71,920
Computer 46,400 - - 46,400 23,373 9,211 - 32,584 13,816 23,027
Building 947,480 - 947,480 327,255 31,011 - 358,266 589,214 620,225
TOTAL 6,986,231 - 36,100 6,950,131 5,111,416 253,797 29,590 5,335,623 1,614,508 1,874,815
Previous year Figures 7,193,400 161,050 368,219 6,986,231 5,065,126 298,717 252,427 5,111,416 1,874,815 2,128,274
{ 41 }
10 NON CURRENT INVESTMENTS
10.1 Investment (Long Term)
(Amount in Rs.)
No. of shares Amount No. of shares Amount
(Valued at cost unless otherwise stated)
Investment in Partnership firm
- (Unquoted -Trade Investments) - 7,394,076 - 7,394,076
Investment in equity shares of Andhra Bank
- ( Quoted -Other Than Trade Investments) 3,439 76,110 3,439 76,110
3,439 7,470,186 3,439 7,470,186
10.1.1 Details of Investments in Partnership firm
Profit sharing Share in Profit sharing Share
ratio profit ratio in profit
Name of partners
Futuristic Solution Ltd. 69.00 - 69% -
Futuristic Remedies Ltd. 31.00 - 31% -
TOTAL CAPITAL OF THE FIRM 100.00% 10,207,114 100.00% 10,510,000
(Amount in Rs.)
10.2 Agreegate value of quoted investments 76,110 76,110
Market value of quoted investments 155,974 230,851
11 DEFERRED TAX
March 31, 2014 March 31, 2013
Deferred Tax Assets
Depreciation adjustments 147,834 159,707
Provision Against Doubtful Advances - -
Provision for Standard Assets 46,538 66,601
Total 194,372 226,308
Deferred Tax Liability - -
Total - -
Deferred Tax Assets (net) 194,372 226,308
12 LONG TERM LOANS AND ADVANCES
March 31, 2014 March 31, 2013
Unsecured ,considered good
Security Deposits
Rental deposit to related party 700,000 1,050,000
Others 9,000 9,000
Loans & Advances
Others 16,400,000 12,350,000
17,109,000 13,409,000
{ 42 }
CURRENT ASSETS
13 INVENTORIES
March 31, 2014 March 31, 2013
(Valued at lower of cost or Net Rrelisable Value)
Equity Shares of UCO Bank* 8,700 8,700
Debts/claims 85,998,364 85,998,364
86,007,064 86,007,064
* 400 shares (PY 400) having market value of Rs. 29,180/- (PY : 22,300/-).
13.1 Due to the nature of business of dealing in claims it is not possible to ascertain the net realizable value of the claims as
these are purchased at discounted price and are generally under litigation. The inherent risk of losing the litigation /non-
recovery of claim is a part of business risk. However, based upon past track record of the company and the due
diligence done by the management at the time of takeover, the management considers that the net realizable value of
the claims will be higher than the cost.
14 TRADE RECEIVABLE
March 31, 2014 March 31, 2013
Trade Receivable -
(Outstanding for more than six months) - -
Unsecured ,considered good
Trade Receivable - (others)
Unsecured ,considered good - -
- -
14.1 Rs. Nil (PY Rs. Nil) is recoverable from related party
15 CASH AND CASH EQUIVALENTS
March 31, 2014 March 31, 2013
Cash on hand 158,068 223,011
Balances with Bank
in Current Accounts 17,067 24,551
Unpaid Dividend Acoount(FY 2011-12) 10,695 10,909
Unpaid Dividend Acoount(FY 2012-13) 2,091 -
Total 187,921 258,471
15.1 One Bank account (Andra Bank A/C No. 016211011000662) exists in the previous name of the Company. However,
there were no transactions only bank charges in the account during the year. Total balance in this account is Rs 5905/-
( PY Rs.6,051).
(Amount in Rs.)
{ 43 }
16 SHORT TERMS LOANS AND ADVANCES
March 31, 2014 March 31, 2013
Others (Unsecured)
Considered good
-Loans 22,526,730 53,184,748
- Interest Receivable on Loans 81,370 2,618,955
Total 22,608,100 55,803,703
Considered Doubtful - -
22,608,100 55,803,703
Provision for doubtful amounts - -
Total 22,608,100 55,803,703
22,608,100 55,803,703
16.1 All loans are recoverable on demad, hence classified as Current Assets.
17 OTHER CURRENT ASSETS
March 31, 2014 March 31, 2013
Prepaid Expenses 16,074 18,132
Other Advances 166 -
Advance Tax (Net) 1,317,698 303,299
Total 1,333,938 321,431
Advances Recoverable in cash or in
kind for value to be received
Unsecured , considered good 21,235,000 20,679,658
Total 21,235,000 20,679,658
22,568,938 21,001,089
17.1 The above Advances are made for purchase of claim/ land and are adjustable in within 12 months from the Balance
Sheet date.
18 REVENUE FROM OPERATIONS
PARTICULARS For year ended For year ended
March 31, 2014 March 31, 2013
Sale of claim/propoerty * - 13,045,997
Other operating revenues 6,087,062 9,515,327
6,087,062 22,561,324
* (Read with note 26 )
(Amount in Rs.)
(Amount in Rs.)
{ 44 }
19 OTHER INCOME
March 31, 2014 March 31, 2013
Dividend Income 22,418 75,114
Income from sale of Long Term Investments - 951,100
Other non operating income 64,928 45,237
Total 87,346 1,071,451
19.1 Income has been recognized as per RBI prudential norms applicable to NBFC.
20 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE
March 31, 2014 March 31, 2013
- Shares(Uco Bank-No. of Shares-400)
Closing stock 8,700 8,700
Less: Opening stock 8,700 8,700
(Decrease)/Increase in stock - -
- Claim
Opening stock 85,998,364 32,740,056
Add :Purchase - 93,500,000
85,998,364 126,240,056
Less: Closing Stock 85,998,364 85,998,364
(Decrease)/Increase in stock - (40,241,692)
- House Property
Closing stock - -
Less: Opening stock - -
(Decrease)/Increase in stock - -
- (40,241,692)
21 EMPLOYEE BENEFIT EXPENSES
March 31, 2014 March 31, 2013
Salary & other benefits 2,185,545 2,635,653
House Rent Allowance 114,884 -
Other Allowances 7,838 -
Staff welfare 7,940 14,928
Conveyance expenses 16,627 5,964
2,332,834 2,656,545
{ 45 }
22 FINANCE COSTS
March 31, 2014 March 31, 2013
Interest expenses (on bank overdraft) 2,872,146 4,282,032
Interest on Advance Tax 253,358 510,559
Interest on TDS 747 3,439
3,126,251 4,796,030
23 OTHER EXPENSES
March 31, 2014 March 31, 2013
Rent 300,000 1,200,000
Insurance 18,698 22,250
Auditor's Remuneration 52,809 64,045
Travelling and Conveyance 289,043 310,714
Repairs and Maintenance(Computers) 19,300 29,750
Repairs and Maintenance(others) 66,156 39,496
Repairs and Maintenance(Vehicles) 26,600 28,606
Advertisement and publicity 53,191 145,811
Legal & professiona fees 333,368 45,830
Business Promotional expenses 24,058 114,646
Electricity Expenses 189,926 293,100
Postage and telephone expenses 178,242 228,303
Car running Expenses 50,950 121,367
Fixed Assets written off 6,510 73,092
Annual Charges 176,572 160,035
Processing Fee expense 67,416 -
Balance written off 725,828 215,948
Non recoverable amount 2,529,658 -
other expenses 245,434 567,742
Prior Period Expense 24,672 77,323
Fees for Merger - 398,878
5,378,431 4,136,936
24. "Exceptional items includedes Nil (PY "341,00,000/-")related to reversal of liability written back during the year."
25 EARNING PER SHARE
March 31, 2014 March 31, 2013
Net Profit / ( Loss) for the Year (5,155,354) 3,893,918
Weighted no. of equity shares 10,473,447 10,473,447
Nominal value of the shares (Rs.) 10 10
Basic EPS -0.49 0.37
Diluted EPS -0.49 0.37
(Amount in Rs.)
{ 46 }
26. No Contingent Liabilities/other commitments existed on the Balance Sheet date.(PY Nil).
27. Related Party Disclosures
During the year, the Company entered into transactions with the related parties. List of related parties
alongwith nature and volume of transactions and balances as at March31, 2014 are presented below
a. Name and relationship with Related Parties
1 Key Management Personnel Mr. Mandeep Sandhu
2 Relatives of Key Management Personnel Mrs. Sangeeta Sandhu
(Wife of Mr. Mandeep Sandhu)
Mrs. Kuldip Sandhu
(Mother of Mr. Mandeep Sandhu)
3 Enterprise over which Key management Moral Holdings Limited
Personnel is able to exercise Significant Influence Mishry Holdings Limited
Futuristic Remedies Limited
Futuristic Minerals Pvt Limited
Futuristic Realty Pvt Limited
Diana Euro - Chem. Pvt Limited
(b) Disclosure of related party transactions:-
Transaction with Related Parties
2013-14 (Previous Year figures are in brackets)
Particulars KMP Relatives Enterprise over which
(in Rs.) of KMP Key management
(in Rs) Personnel is able to
exercise Influence
Significant (in Rs.)
Transactions during the year
Rent Paid
Moral Holdings Limited 3,00,000
(12,00,000)
Remuneration to Director
Mr. Mandeep Sandhu 15,50,000
(18,00,000)
Reimbursement of expenses
Mishry Holdings Limited 13,44,567
(-)
Purchase of rights
Mishry Holdings Ltd. -
(3,37,70,000)
Futuristic Remedies Ltd -
(5,97,30,000)
{ 47 }
2013-14 (Previous Year figures are in brackets)
Particulars KMP Relatives Enterprise over which
of KMP Key management
(in Rs) Personnel is able to
exercise Influence
Significant (in Rs.)
Advance given for purchase of right
Futuristic Remedies Ltd. 65,85,000
(-)
Purchase of Investment
(1,04,19,076)
Loan Taken-Mr. Mandeep Sandhu 50,00,000
(1,50,000)
Loan Repayment:
Mr. Mandeep Sandhu 51,50,000
(-)
Balance Outstanding at the end of the year
Payable
(1,72,96,696)
Mr. Mandeep Sandhu -
(1,50,000)
Notes:
27.1 Related party relationships are as identified by the company on the basis of available information and
accepted by the Auditor as correct.
27.2 Figures for the previous year have been given in brackets.
27.3 No amount has been written off or written back during the year in respect of debts due from or to related
parties.
28. In the opinion of the Management and to the best of their knowledge and believe, the value on realization
of current assets, Loan & Advances in the ordinary course of business would not be less than the amount
at which they are stated in the Balance Sheet.
29. Auditors Remuneration As on 31.03.2014 As on 31.03.2013
(Amount in Rs.) (Amount in Rs.)
Audit fees 41,573 41,573
Tax Audit Fees - 11,236
41,573 52,809
{ 48 }
30. Court cases in respect of 3 advances amounting to Rs. 50.50 lacs given for purchase of land are pending.
The management is confident that the net realizable value against the said advance is not less than the
amount of the advance made.
S. No Name of Cases Amount (in Rs.)
1. Nirmal Promoters 5,00,000
2. Pritpal Singh 30,00,000
3. Jasbir Singh 15,50,000
Total 50,50,000
31. Balances of some Parties ( including of Trade receivables & Trade Payables ) and loans & advances are
subject to reconciliation/confirmation from the respective parties. The management does not expect any
material difference affecting the financial statement for the year.
32. Other additional information are neither nil or not applicable
33. Previous year's figures have been regrouped/restated wherever necessary to confirm to this year's classification.
(Firm Reg. No. 003304N)
Sd/- Sd/- Sd/-
Membership No.88308
Sd/- Sd/-
Dated : 21.05.2014 (Chief Financial Officer) (Company Secretary)
{ 49 }
BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE AS PER
SCHEDULE VI PART (IV) OF THE COMPANIES ACT, 1956
I. Registration Details
Registration No. : 55-16586
State Code : 55
Balance Sheet Date : 31.03.2014
II. Capital Raised during the year (Amount in Rs. 000)
Public Issue : NIL
Bonus Issue : NIL
Rights Issue : NIL
Private Placement : NIL
Preferential Issue : NIL
III. Position of Mobilization and Deployment of Funds (Amount in Rs. 000)
Total Liabilities : 157,060
Total Assets : 157,060
Sources of Funds
Paid-Up Capital : 104,734
Reserves & Surplus : 33,588
Secured Loans : 18,976
Unsecured Loans : NIL
Application of Funds
Net Fixed Assets : 1,614
Investments : 7,470
Net Current Assets : 111,976
Accumulated Losses : NIL
IV. Performance of Company (Amount in Rs. 000)
Total Income : 6,174
Total Expenditure : 11,091
Loss Before Tax : 4,917
Loss After Tax : 5,155
Earnings Per Share(Rs.) : - 0.49
Dividend Rate(%) : NIL
V. Generic Names of Principal Products/services of the Company
(as per Monetary terms)
Item Code No. :
Product Description : Assets reconstruction
Sd/- Sd/- Sd/-
Membership No.88308
Sd/- Sd/-
Dated : 21/05/2014 (Chief Financial Officer) (Company Secretary)

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FUTURISTIC SOLUTIONS LIMITED

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