Directors Report of Futuristic Securities Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 53^rd Annual Report on the business and operations of th
Company together with the Audited Statement of Accounts for the financial year ended 31^st March, 2024

1. FINANCIAL RESULTS : Financial Year Financial Year

	2023-2024	2022-2023
	(Rs. in ‘000)	(Rs. in ‘000)
Gross Sales and Other Income	1131.80	710.33
Profit before Depreciation and Taxation	(874.29)	(284.74)
Less: Depreciation	-	12.33
Add : Provisions for Taxation (Including earlier years & Deferred tax)	191.97	123.41
Profit after Taxation	(682.32)	(173.66)
Add: Profit /(Loss) brought forward from previous year	-	-
Profit/(Loss) available for appropriation Appropriation	(682.32)	(173.66)
i) Proposed Dividend on Preference Shares	0	0
ii) Proposed Dividend on Equity Shares	0	0
iii) Tax on Dividend	0	0
iv) Transferred to General Reserve	0	0
Balance carried to Balance Sheet	(682.32)	(173.66)
Earning Per Share (Rs.) Basic	(0.35)	(0.09)
Earning Per Share (Rs.) Diluted	(0.35)	(0.09)

2. DIVIDEND:

Keeping in view, in order to conserve resources for liquidity positions of the Company the directors are not
recommending any dividend for the financial year 2023-2024.

3. SHARE CAPITAL :

During the year under review, there has been no change in the paid-up share capital of the Company which
is 19, 50,000 Equity shares of Rs. 10/- each.

4. PUBLIC DEPOST:

Your Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74
of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013
form a part of the Notes to the Financial Statements provided in this Annual Report.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments affecting the financial position of the Company,
which have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of this report.

7. CORPORATE GOVERNANCE:

Your Company has implemented several best practices during the year. Henceforth, not mandatory to the
Company under the criteria of Regulation 15 (2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the time being.

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the
Corporate Governance requirements set out by the Regulatory/Government.

8. PARTICULARS OF EMPLOYEES:

The disclosure of information required pursuant to Section 197 (12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable as no managerial
personnel is taking a salary or remuneration from the Company.

9. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 in the form
“Annexure-A” and also available at website of the Company.

10. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has set up an Internal Complaints Committee under the provision of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to
sexual harassment at work place of woman employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has
set up Committee for implementation of said policy. During the year Company has not received any complaint
under the above act.

11. DIRECTORS:

During the Financial Year 2023-2024, four meetings of the Board of Directors of the Company, the details of
which are given as below. The intervening gap between the Meetings was within the period prescribed under
the Companies Act, 2013.

Sr. No.	Date of Board Meeting
1	May 29, 2023
2	August 11,2023
3	October 26, 2023
4	January 16, 2024

(a) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of the working of its
Audit, Nomination & Remuneration and other Committees.

(b) RETIRE BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Adarsh Chopra (DIN:
00313851), retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself
for re-appointment. The Board recommends his re-appointment for the consideration of the members of the
Company at the ensuing Annual General Meeting.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the Company has no subsidiaries, associate companies
or joint ventures as on date.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state

a) that in the preparation of the Annual Accounts for the Financial Year ended 31 March, 2024, the applicable
Accounting Standards have been followed along with proper explanation relating to material departures,
if any;

b) that such accounting policies have been selected and applied consistently, and such judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31,2024 and the profit of the Company for the Financial Year
ended as at that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing
and detecting fraud and other irregularities;

d) that the Annual Accounts for the Financial Year ended March 31,2024 have been prepared on a going
concern basis;

e) that proper Internal Financial Controls were in place and that the Financial Controls were adequate and
were operating effectively;

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that
such systems are adequate and operating effectively.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control and risk-mitigation system, which are constantly assessed
and strengthened with new/revised standard operating procedures. The Company’s internal control system
commensurate with its size, scale and complexities of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the
internal control systems and suggests improvements to strengthen the same. The Company has a robust
management information system, which is an integral part of the control mechanism. The Audit Committee
of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal
Audit fillings and corrective action taken. Audit play a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to
the Chairman of the Audit Committee. Management Discussion and Analysis forms part of the Annual Report.

15. AUDITORS:

Statutory Auditors:

It is ratification of appointment of M/s. MAKK & Co, Chartered Accountants, (Registration No. 117246W),
as the Statutory Auditors of the Company for the period of four years to hold office from the conclusion of this
Annual General Meeting till the conclusion of 57^th Annual General Meeting of the Company, subject to
approval by members at Annual General Meeting.

Cost Audit:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the financial year 2023-2024.
Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Roy Jacob &
Co, Practicing Company Secretary,(Certificate of Practice No. 8220), Mumbai to undertake the Secretarial
Audit of the Company for the Financial Year 2023-2024.

The Secretarial Audit Report issued by M/s. Roy Jacob & Co, Secretarial Auditors for the Financial Year
ended March 31,2024 is annexed herewith as “Annexure-B”.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to deal with any instances of fraud and mismanagement
in the Company. The mechanism provides for adequate safeguards against victimization of Director(s)/
Employee(s) who avail themselves of the mechanism. It is affirmed that no personnel of the Company has
been denied access to the Audit Committee.

17. AUDIT COMMITTEE:

The Audit Committee is constituted in line with the regulatory requirements mandated by Section 177 of the
Companies Act, 2013 and regulation 18 of SEBI (LODR) Regulations, 2015.

The Audit Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman

• Mr. Adarsh Chopra - Member

• Mr. R.K. Saboo - Member

18. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated
by Section 178 of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee of the Company comprises following members:

• Pradeep Jatwala - Chairman

• Mr. Adarsh Chopra - Member

• Mr. R.K. Saboo - Member

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted in line with the regulatory requirements mandated
by Section 178(5) of the Companies Act, 2013 and regulation 20 of SEBI (LODR) Regulations, 2015.

The Stakeholders Relationship Committee of the Company comprises following members:

• Mr. Pradeep Jatwala - Chairman

• Mr. R.K. Saboo - Member

• Mrs. Nandini Mehta - Member

20. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) on April 19, 2024.

21. ADDITIONAL INFORMATION:

(a) CONSERVATION OF ENERGY:

Your Company has always been conserving the energy.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company not had any foreign exchange earnings or outgo.

22. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and
in ordinary course of business. There were no materially significant related party transactions entered into by
the company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict
with the interest of the company at large. All related party transactions were placed before the Audit Committee
as also the Board for approval, wherever required.

Related Party Transactions in accordance with Section 188 of the Companies Act, 2013 and rules made
thereunder form part of the Notes to the financial statements provided in this Annual Report.

23. RISK MANAGEMENT:

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

24. CORPORATE SOCIAL RESPONSIBILTY:

As per section 135 of Companies Act, 2013, every company having net worth of rupees five hundred crores
or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more
during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.

As Company is not satisfying any of the above criteria, Corporate Social Responsibility (CSR) provisions
under the said act are not applicable.

25. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the timely and excellent assistance
and co-operation extended by Financial Institutions, Bankers, Customers, stakeholders and other statutory
authorities. Your Directors place on record their deep appreciation for the exemplary contribution made by
the employees at all levels.

BY ORDER OF THE BOARD

Pradeep Jatwala
Director
DIN : 00053991

Place: Mumbai
Date: August 9, 2024

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 44th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

2014-2015 2013-2014

Gross Sales and Other Income 894550 835866

Profit before Depreciation and Taxation 384379 511027

Less: (i) Depreciation . 644 786

(ii) Provisions for Taxation 117566 160000 (Including FBT & Deferred tax)

Profit after Taxation 266169 350241

Add: Profit/ (Loss) brought forward from (7171351) (7521592) previous year

Profit/(Loss) available for appropriation (6905182) (7171351)

Appropriation

i) Proposed Dividend on Preference Shares 0 0

ii) Proposed Dividend on Equity Shares 0 0

iii) Tax on Dividend 0 0

iv) Transferred to General Reserve 0 0

Balance carried to Balance Sheet (6905182) (7171351)

OPERATIONS:

There are no operational activities during the year under review.

DIVIDEND

Keeping in view, the financial & liquidity positions of the company the directors are not recommending any dividend.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sushil Kumar Thirani, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

During the year, Mrs. Nandini Mehta has been appointed as a Director of the Company thus complying with the provisions for woman director in a listed company.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I .

PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there were no managerial personnel taking a salary or remuneration from the company.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. A copy of the Sexual Harassment policy has been kept in the company premises and is available for viewing of the Company's employees and shareholders.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2014-15, [05] meetings of the Board of Directors of the company were held, the details of which are given as below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Sr. Date of meetings Attendance at Board Meeting No held S. K. Thirani A. K. Chopra

1 May 15th 2014 Yes Yes

2 August 11th 2014 Yes Yes

3 November 14th 2014 Yes Yes

4 January 27th 2015 Yes Yes

5 March 23rd 2015 Yes Yes

Sr. Date of meetings Attendance at Board Meeting No held P. K. Jatwala Nandini Mehta

1 May 15th 2014 Yes -

2 August 11th 2014 Yes -

3 November 14th 2014 Yes -

4 January 27th 2015 Yes -

5 March 23rd 2015 Yes Yes

*Smt. Nandini Mehta was appointed as a Director of the Company on 23rd March 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT. IF ANY:

The Company has no independent director(s) as on date.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (3) of section 129 of the Act, the company has no subsidiaries, associate companies or joint ventures as on date.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS' REPORT:-

The observations made in the Auditors' Report, read with the relevant notes thereon are self-explanatory and on the same do not call for any further comments.

FIXED DEPOSITS:-

The Company has not taken any fixed deposits as on date.

AUDITORS:-

The Auditors, M/s Lalit Bajaj & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of One Year from the conclusion of this Annual General Meeting [AGM] till the conclusion of the next Annual General Meeting.

DISCLOSURE ABOUT COST AUDIT:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY 2014-15

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, M/s. Ragini Chokshi & Co., Practicing Company Secretary has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The comments on the Secretarial Audit Report are as follows:

1) The Comments by the Secretarial Auditor in the report have been noted and will be complied with in the future.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:-

Pursuant to the provisions of section 205A(5) and 205C of the Companies Act, 1956, no relevant amounts remained unpaid or unclaimed for a period of seven years and no transfers were made to the Investors Education and Protection Fund.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by the Regulatory/Government.

Your company has implemented several best practices though not mandatory as part of good corporate governance.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988.

(a) CONSERVATION OF ENERGY

Your Company was conserving the energy in the past.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company not had any foreign exchange earnings or outgo.

RELATED PARTY TRANSACTIONS

There were no contracts and job work arrangements entered into by the company in accordance with the provisions of Section 188 of the Companies Act, 2013. Particulars of Loans, Guarantees or Investments in accordance with the Section 186 of the Companies Act, 2013. .

RISK MANAGEMENT

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same;

CORPORATE SOCIAL RESPONSIBILITY

The Company didn't have a positive average net profit during the three immediately preceding financial years and in pursuance of its corporate social responsibility and in pursuance of Clause (o) of Sub Section (3) of Section 134 the company deemed it was not possible to spend any sums for CSR policies.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the timely and excellent assistance and co-operation extended by Financial Institutions, Bankers, Customers, stakeholders and other statutory authorities. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels.

On Behalf of the Board

Place: Mumbai S. K. Thirani Date: 10th August, 2015 Chairman

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Mar 31, 2010

The Directors present the 39th Audited Statement of Accounts of the Company for the year ended 31st March, 2010:

FINANCIAL RESULTS:

For the year For the year

ended 31.3.2010 ended 31.3.2009

(Rs. In lacs) (Rs. in Lacs)

Total Income 6.65 8.14

Profit/(Loss) before provision of Depreciation & Taxation 3.73 5.71 Less:

(i) Depreciation 0.02

(ii) Taxation 0.95 0.97 2.02

Net Profit (Loss) 2.76 3.69

Add/Less: Net loss brought forward (87.71) (91.40)

Net Loss carried to Balance Sheet (84.95) (87.71)

OPERATIONS:

During the year under review, the Company was not having trading activities.

DIVIDEND:

In view of the insufficient profit for the year under review and carried forward losses, your Directors do not recommend any Dividend for the year.

DIRECTORS:

Dr. A.K. Garg retire by rotation at the ensuing Annual General Meeting and being eligible and offer himself for re-appointment as a Director of the Company at the forthcoming Annual General Meeting.

Mr. Anil Gadodia tendered his resignation from the office of the Director of the Company with effect from 28th January 2010 during the year under review.

Mr. A.K. Chopra was appointed as an additional director of your company with affect from 28th January, 2010 and holds office till the conclusion of ensuing annual general meeting. The approval of the shareholders is being sought to the appointment of Mr. A.K. Chopra as a director of your company.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm as under: -

I) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors 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 at the end of the financial year and of the profit or loss of the company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis

CORPORATE GOVERNANCE REPORT:

The Paid-up Capital of the Company is less than Rs. 3.00 Crores. Hence the Corporate Governance Report as required by clause 49 of the Listing Agreement with Stock Exchange is not applicable to the Company.

AUDITORS:

The Companys Auditors M/s. Jaitlia & Co., Chartered Accountants, retire at the conclusion of this ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS REPORT:

The Auditors have qualified the Report for not making provision for doubtful Sundry Debtors of Rs. 8,49,263/- and Loans and Advances of Rs. 3,25,921/-. The provisions for the same have not been made because the Management is still making efforts to recover the same and hopeful to recover the same.

PARTICULARS OF EMPOYEES:

The Company has no employees, whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE:

A Compliance Certificate required under Section 383-A of the Companies Act, 1956 read with Sub-Rule (1) of Rule 3 of the Companies (Compliance Certificate) Rules 2001, obtained from the Practising Company Secretaries, Mumbai for the year ended 31 st March, 2010 has been attached with this report.

ADDITIONAL INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES1988.

There is no Foreign Exchange earning nor outgo during the year under review.

Other information are not applicable to this Company.

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the sincere co-operation extended by the Shareholders during the year.



For and on behalf of the Board

(S.K.Thirani)

Chairman

Place: Mumbai

Dated :30th July, 2010