Directors Report of Futuristic Solutions Ltd.

Mar 31, 2024

The Directors have pleasure in submitting their 41^st Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31,2024.

FINANCIAL RESULTS

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

(In lakhs)

Particulars	2023-24	2022-23
Revenue from operations	303.94	356.09
Add: Other Income	48.50	22.24
Total Income	352.44	378.33
Profit/Loss before Interest, Depreciation & Tax	200.85	342.83
Less: Interest	2.89	0.69
Depreciation	0.74	4.33
Profit/Loss before Tax	197.22	337.81
Less: Previous year adjustment	1.09	-
Provision for current year income-tax and Deferred Tax	54.85	70.49
Profit/Loss for the year	141.28	267.32
Other Comprehensive Income/Loss	-	-
Total Income /Loss for the year	141.28	267.32
Earning per share
-Basic	1.35	2.55
-Diluted	1.35	2.55

REVIEW OF OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year ended March 31,2024, your Company has achieved total Revenue of Rs. 352.44 Lakhs as against 356.09 Lakhs in the previous year ended March 31,2023. The Net Profit before tax stood at Rs. 197.22 as against net profit before tax Rs.337.81 lakhs in the previous year.

DIVIDEND

During the year under review, the Board of Directors had not recommended any interim dividend.

However, based on the performance of the Company, the Board of Directors, at its meeting held on June 18,2024, recommended a final dividend @ 10% i.e. Rs. 1/- per equity share amounting to Rs. 1,04,73,447/- for Financial Year 2023-24 and the same is to be approved by the shareholders at the forthcoming Annual General Meeting (“AGM").

Pursuant to the Indian Finance Act, 2020 read with Income Tax Act, 1961 dividend declared/recommended and paid by the Company after April 1,2020, is taxable in the hands of shareholders and the Company is required to deduct the tax at source (“TDS") on the distribution of dividend income to its shareholders at the prescribed applicable rates. In view of this, the Company has sent the communication to shareholders to inform their status, PAN, and other details, so that Company can comply the provisions accordingly.

RESERVES

As per Section 45-IC of RBI Act, 1934, the Company is required to transfer at least 20% of its net profit every year as disclosed in the profit and loss account to a reserve and before any dividend is declared. Accordingly, your Company has transferred Rs. 28.26 Lakhs to special reserve in accordance with Section 45-IC of RBI Act, 1934. Other than this, the Company is not transferring any amount to reserve out of its profits.

SHARE CAPITAL

The Paid-up Share Capital as on March 31,2024, was Rs. 10,47,34,470/- divided into 1,04,73,447 equity shares of Rs. 10/-each. During the year under review, your Company has neither issued shares with Differential Voting Rights nor granted Stock Options or Sweat Equity.

DEPOSITS

During the year under review, your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013, and rules made thereunder.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn’t have any subsidiary, Joint Venture or Associate Company.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in nature of Business of Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors is duly constituted with proper balance of Executive and Non- Executive Directors, Independent Directors and Women Directors.

In accordance with the provisions of the Companies Act, 2013, Mrs. Sangeeta Sandhu (DIN: 0115443), Director of the Company will retire by rotation at the forthcoming AGM and being eligible offers herself for the re-appointment. A brief profile of Mrs. Sangeeta Sandhu is provided in the Notice convening the AGM.

Ms.Khushboo Gautam, was appointed as Company Secretary and Compliance Officer of the Company with effect from January 19, 2023, in place of Ms. Nupur Beri, who resigned from the post of Company Secretary and Compliance Officer of the Company on January 19, 2023.

Ms Khusboo Gautam has resigned w.e.f 22^nd January 2024 in placw of which Ms Sikha Rani Khuswaha appointed w.e.f 16^th April 2024.

Mr. Sunil Gupta and Mr. Sanjiv Kumar Taneja were re-appointed as Independent Director of the Company for a second term of five consecutive years commencing from September 9, 2022 till September 8, 2027, during the year.

Apart from the above, there was no change in the Directors of the Company and KMP of the Company during the year under report.

DECLARATION BY AN INDEPENDENT DIRECTOR AND STATEMENT ON COMPLIANCE OF THE CODE OF CONDUCT

All Independent Directors of the Company have given declarations confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations, 2015 and they have further confirmed compliance with the code for Independent Directors as prescribed in the Schedule IV of the Companies Act, 2013.

Further a declaration has been received from all Independent Directors pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, affirming that they have registered themselves with the Indian Institute of Corporate Affairs in the Independent Director''s Data Bank. In the opinion of the Board, all the Independent Directors are proficient and have requisite experience and expertise to undertake the responsibilities conferred on them.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, and that of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressed for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management’s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

CORPORATE GOVERNANCE

A separate report on Corporate Governance containing General Shareholder’s information, along with the Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as a part of this Report.

COMPLIANCE CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

A compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance is annexed as a part of this report as per Regulation 34 read with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

During the year under review, 6 (Six) Board Meetings were held, the details of which forms part of Corporate Governance Report.

AUDIT COMMITTEE

Your Company has an Audit Committee to meet the requirements of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of the Audit Committee are given under the Corporate Governance Report. There are no recommendations of the Audit Committee which were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

Your Company has in place a duly constituted Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the Nomination and Remuneration Committee are given under the Corporate Governance Report.

The Board has framed (i) Policy on Board Diversity; and (ii) Nomination & Remuneration Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. This Policy is placed on the website link of the Company https://www.fsl.co.in/statutory-disclosure.php.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year, all of Independent Directors convened a separate meeting without the presence of Non-Independent Directors and members of the management as per provisions of Clause VII of Schedule IV to the Companies Act, 2013. In that meeting of Independent Directors, performance of non-independent directors, Chairman and the Board as a whole were reviewed and evaluated.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

i. In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departure;

ii. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

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

iv. The Directors have prepared the annual accounts on-going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORT Statutory Auditors

M/s. Mahesh Yadav & Company, Chartered Accountants, were appointed as Statutory Auditors of your Company at 39^th AGM held on September 12, 2022, for term of five consecutive years till the conclusion of 44^ltl AGM to be held in the year 2027.

The Company has received a Certificate from M/s. Mahesh Yadav & Company, Chartered Accountants, confirming their eligibility to act as Auditors of the Company.

As required under Regulation 33 of the SEBI (LODR) Regulations, 2015, the Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

During the year under report, there were no revisions in the financial statements of the Company. The observations in the Auditor’s Report on Standalone Financial Statements are dealt within the notes to accounts at appropriate places and being self-explanatory, need no further comments.

Internal Auditors

The Board on the recommendation of the Audit Committee has appointed M/s. S M P C & Associates as the Internal Auditors of the Company for the Financial Year 2024-25.

Cost Auditors

Maintenance of cost records and requirement of Cost Audit as per prescribed under provision of Section 148(1) of the Companies Act, 2013, are not applicable for the business activity carried out by the Company.

Secretarial Auditors

The Secretarial Audit Report for the financial year ended March 31,2024 is enclosed and forms part of this report. There is no secretarial audit qualification for the year under review.

The Board has approved appointment of M/s Kumar Rajesh & Associates, Company Secretaries, as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2023-24.

Reporting Of Fraud By Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, MDA is annexed which forms part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Secretarial Audit Report confirms that the Company has complied with applicable Secretarial Standards.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company as on March 31,2023 is available on the website link of the Company at www.fsl.co.in.

BOARD POLICIES Vigil Mechanism

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is available on the website of your Company viz., www.fsl. co.in.

Remuneration Policy

The Board has on the recommendation of nomination & remuneration committee framed a policy for selection and appointment of directors, senior management, their remuneration and other matters, as required under sub-section (3) of Section 178 of the Companies act 2013, is available on our website at https://www.fsl.co.in/statutory-disclosure.php.

Risk Management Policy

The main identified risks at the Company are legal & regulatory risk. Your company has established a comprehensive risk management policy to ensure that risk to the Company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. The Risk Management Policy is available on the website of your Company at https://www.fsl.co.in/ statutory-disclosure.php.

RELATED PARTY TRANSACTION

All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis and prior approval of the Audit Committee was sought for entering into related party transactions. The details are provided in Form AOC-2 which is annexed and forms part of this Report. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a return has been filed with BSE. Please also refer Note-27 to the Standalone Financial Statements for related party disclosures.

The Board has formulated and adopted a Related Party Transactions Policy for the purpose of identification, monitoring and reporting related party transactions. The policy is available on Company''s website at https://www.fsl.co.in/statutory-disclosure. php

MATERIAL CHANGES, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT/ TRIBUNALS

No Significant and material orders were passed by the regulators or courts or tribunals during the financial year 2023-24 impacting the going concern status and company operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has in place an Internal

Complaint Committee to redress the complaints and circumstances regarding the behavior of sexual harassment at workplace. The Policy for the same is framed for the benefit of its employees. There were no complaints received from any employee during the year under review.

Details of the total reported and closed cases pertaining to incidents under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

• Number of cases reported during the year: Nil

• Number of cases closed during the year: Nil

• Numbers of cases open as on March 31,2024: Nil

PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURE

The applicable information required pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees are as under:

i. Ratio of remuneration of each director to the median employee’s is 9.1:1

No Director except Mr. Mandeep Sandhu receives any remuneration from the Company.

ii. Percentage increase in remuneration of each director, CFO, CEO, CS or Manager, if any in the Financial Year: 0%

iii. The percentage increase in the median remuneration of employees in the Financial Year: 0%

iv. The total number of permanent employees on the rolls of company as on March 31,2024: 3

v. Average percentile increase already made in the salaries of employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration:

The average increase in salaries of employees in the 2023-24 was 5%. Percentage increase in the managerial remuneration for the year was 40%

vi. The remuneration paid to Chairman & Managing director as per Schedule V of the Companies Act 2013 and as per remuneration policy of the Company.

vii. Employed throughout the year and were in receipt of remuneration not less than Rs. One Crore and Two Lacs - NIL

viii. Employed for a part of year and were in receipt of remuneration not less than Rs. Eight Lacs and Fifty Thousand per month - NIL

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review, the Company has not given any loans, guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to the Company. The Company does not have any foreign exchange earnings and expenditure.

LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Annual Listing Fees have been paid for the Financial Year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, Section 135 of the Companies Act, 2013 is not applicable to the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application filed by or against the Company for corporate insolvency process under IBC before the NCLT

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

There was no instance of one-time settlement with any Bank or Financial Institution.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders’ Grievance Committee of the Board meets periodically and reviews the status of the Shareholders’ Grievances. The shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

On behalf of the Board of Directors of Futuristic Solutions Limited

Mandeep Sandhu Chairman & Managing Director R-5, 3rd Floor, GK-1 New Delhi-110048

Date: June 25, 2024 Place: New Delhi

---

Mar 31, 2018

DIRECTORS’ REPORT

To,

The Members,

Futuristic Solutions Limited M-50, 2nd Floor, Greater Kailash - I New Delhi - 110048

The Directors have pleasure in submitting their 35th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS

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

(In INR)

Particulars	March 31, 2018	March 31, 2017
Net sales / Income from Operations	2,913,898	21,140,949
Other Income	70,863	6,870
Total Income	2,984,761	21,147,819
Profit before Interest, Depreciation & Tax	(6,558,565)	9,412,938
Less: Interest	2,089,041	1,432,991
Depreciation	944,256	629,600
Profit before Tax	(9,591,862)	7,350,347
Less: Previous year adjustment	37,135	(4,825)
Provision for Wealth Tax	-	-
Provision for current year income-tax and Deferred Tax	3,497	2,367,641
Net Profit after tax Add: Balance carried from Profit & Loss A/c	(9,632,493)	4,987,531
Less: Provision for earlier year taxation	-	-
Net Profit after tax and adjustments Dividends	(9,632,493)	4,987,531
Interim Dividend	-	-
Final Dividend (Proposed)	-	5,236,724
Tax on Dividend	-	1,066,074
Transferred to General Reserves	-	-
EPS (Basic)	(0.92)	0.48
(Diluted)	(0.92)	0.48

REVIEW OF OPERATIONS

Revenue for Financial Year March 31, 2018 is Rs. 2,913,898/- as against Rs. 21,140,949/- in the previous year. There is a decline in revenue of Rs. 18,227,051/-. Net loss after depreciation and tax is Rs.9,632,493/- as against Net Profit of Rs. 4,987,531/-in the previous year. Your Company, however, looks forward to further strengthen its operations by focusing on the core business of the Company and making genuine efforts for maximizing the profits of the Company in the coming financial years.

DIVIDEND

No dividend was declared for the financial year ended March 31, 2018 by the Board of Directors.

GENERAL RESERVES

During the year under review, no amount was transferred to general reserves.

SHARE CAPITAL

During the year under review, the Company has not issued any shares.

DEPOSITS

Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of noncompliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

SUBSIDIARIES

The Company is not having any subsidiary company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Appointment and Retirement:

In accordance with the provisions of Section 152 of the Act, Mrs. Sangeeta Sandhu (DIN No. 00115443), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment and is eligible for re-appointment.

During the year, Mr. Shalabh Ahuja and Mr. Charanjit Singh Panag retired as Non-Executive, Independent Directors of the Company, on completing the term of their tenure. The Directors wish to place on record their sincere appreciation of the significant contribution made by Mr. Shalabh Ahuja and Mr. Charanjit Singh Panag during their tenure as Directors of the Company.

Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta have been appointed as Additional Directors on the Board of the Company with effect from 09th September, 2017. Pursuant to the provisions of Section 161 of the Act and Article 116 of the Articles of Association of the Company, Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta are eligible for appointment as Non-Executive, Independent Directors of the Company. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Sanjiv Kumar Taneja and Mr Sunil Gupta as Independent Directors for a term of five years, is being placed before the Members in General Meeting for their approval. As per the provisions of Section 149 of the Act, they will not be liable to retire by rotation. Members are requested to refer to Item Nos.4 and 5 of the Notice of the Annual General Meeting (AGM) and the Explanatory Statement for details of their qualifications and experience.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

(b) Familiarization program for Independent Directors

All new independent directors inducted into Board attend an orientation program. The details of the training and the familiarization program are provided in the Corporate governance report. Further at the time independent directors, the Company issues a formal letter of appointment outlining his role, function, duties and responsibilities. The formal letter of appointment is available on our site www.fsl.co.in/Investor-area/ Independent-directors/appointment-of-independent-director.pdf.

Declaration by an Independent Director

(c) Annual Evaluation of Board, its committees and Individual Directors:

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, and that of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia structure of the Board, including qualifications, experience and competence of Directors, diversity in Board and process of appointment; Meetings of the Board, including regularity and frequency, agenda, discussion and dissent, recording of minutes and dissemination of information; functions of the Board, including strategy and performance evaluation, corporate culture and values, governance and compliance, evaluation of risks, grievance redressal for investors, stakeholder value and responsibility, conflict of interest, review of Board evaluation and facilitating Independent Directors to perform their role effectively; evaluation of management''s performance and feedback, independence of management from the Board, access of Board and management to each other, succession plan and professional development; degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to Committees, effectiveness of Board processes, information and functioning and quality of relationship between the Board and management.

Directors were evaluated on aspects such as qualifications, prior experience, knowledge and competence, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution, integrity, independence and guidance/ support to management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including effectiveness of leadership and ability to steer meetings, impartiality, ability to keep shareholders'' interests in mind and effectiveness as Chairman.

Areas on which the Committees of the Board were assessed included mandate and composition; effectiveness of the Committee; structure of the Committee; regularity and frequency of meetings, agenda, discussion and dissent, recording of minutes and dissemination of information; independence of the Committee from the Board; contribution to decisions of the Board; effectiveness of meetings and quality of relationship of the Committee with the Board and management.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The NRC also reviewed the performance of the Board, its Committees and of the Directors.

The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

BOARD AND COMMITTEE MEETINGS

A calendar of Board and Committee Meetings to be held during the year was circulated in advance to the Directors. Seven Board Meetings were convened and held during the year.

The Board has constituted an Audit Committee with Mr. Sanjiv Kumar Taneja (earlier Mr. Shalabh Ahuja), as Chairperson, Mr. Sunil Gupta (earlier Maj. Gen. Charanjit Singh Panag (Retd.)) and Mrs. Anita Ahuja as Members. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Act and the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) The Directors have selected such accounting policies and were applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

(iv) The Directors have prepared the annual accounts on-going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT Statutory Auditor

M/s. KRA & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 24th May, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies Act 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment Statutory Auditors is not required to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Kumar Rajesh & Associates, Practicing Company Secretary as the Secretarial Auditor of your Company to undertake the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUD BY AUDITORS

During the period under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143(12) of the Companies Act 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 3".

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as Annexure 5.

VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

Details pertaining to composition of Nomination & Remuneration Committee are included in the report on Corporate Governance.

Remuneration Policy

The Board has on the recommendation of nomination & remuneration committee framed a policy for selection and appointment of directors, senior management, their remuneration and other matters, as required under subsection (3) of Section 178of the Companies act 2013, is available on our website at http://www.fsl.co.in/investor-area/statutory-disclosure/nomination-and-remuneration-policy.pdf.

BUSINESS RISK MANAGEMENT

The main identified risks at the Company are legal & regulatory risk. Your company has established a comprehensive risk management policy to ensure that risk to the Company''s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management.

RELATED PARTY TRANSACTION

The Board has formulated and adopted a Related Party Transactions Policy for the purpose of identification, monitoring and reporting related party transactions. The policy is available on company''s website.

The form AOC 2 regarding material related party transactions is attached as Annexure 4.

The details of all material related party transactions during the year under review are set out in Note 25 of the financial statement forming part of the annual report.

MATERIAL CHANGES, IF ANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURT/ TRIBUNALS

No Significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. There was no complaint on sexual harassment during the year under review.

DISCLOSURES Meeting of the Board

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

Particulars of Employee and Related Disclosure

The applicable information required pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees are as under:

(i) ratio of remuneration of each director to the median employee''s is 5.20 times.

(ii) Percentage increase in remuneration of each director, CFO, CEO, CS or Manager, if any

S. No.	Name	Designation	% increase
1.	Mr. Mandeep Sandhu	Chairman and Managing Director	-
2.	Mr. UK Gupta	Chief Financial Officer	-
3.	Ms. Kuljit Kaur	Company Secretary	-

Note: No Director except Mr. Mandeep Sandhu receives any remuneration from the Company

(iii) The percentage increase in the median remuneration of employees is 11.5%.

(iv) The total number of permanent employee as in March 31, 2018 stood at 7 as compared to 6 as on March 31, 2017.

(v) The remuneration paid to Chairman & Managing director as per Schedule V of the Companies Act 2013 and as per remuneration policy of the Company.

(vi) Employed throughout the financial year 2017-18 with a salary of Rs. One Crore and Two Lacs - NIL

(vii) Employed for a part of financial year 2017-18 with an aggregate salary of Rs. Eight Lacs and Fifty Thousand per month - NIL

(viii) No one was employed throughout the financial year or part thereof receiving remuneration in excess of the amount drawn by Managing Director.

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

The company has not given any loans, guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to Futuristic Solutions Limited.

Futuristic Solutions Limited does not have any foreign exchange earnings and expenditure.

AUDIT COMMITTEE

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.

INDUSTRIAL RELATIONS

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

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request / grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically and reviews the status of the Shareholders'' Grievances. The shareholders of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board

For Futuristic Solutions Limited

Sd/-

Place : New Delhi Mandeep Sandhu

Dated : 03.08.2018 Chairman & Managing Director

(DIN: 00115301)

R-5, 3rd Floor, GK-1

New Delhi - 110048

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their 32nd Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31,2015.

FINANCIAL RESULTS

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

(In Rs.)

Particulars March 31,2015 March 31,2014

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

Other Income 840 87,346

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

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

Less: Interest - -

Depreciation 453,446 253,797

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

Less: Previous year adjustment - -

Provision for Wealth Tax - -

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

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

Add: Balance carried from Profit & Loss A/c

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

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

Dividends

Interim Dividend - -

Final Dividend (Proposed) 5,236,724 -

Tax on Dividend 1,047,037 -

Transferred to General Reserves 2,412,219 -

Balance carried to the Balance Sheet

EPS (Basic) 1.15 (0.49)

(Diluted) 1.15 (0.49)

REVIEW OF OPERATIONS

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

DIVIDEND

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

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

SUBSIDIARIES

The Company is not having any subsidiary company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

DECLARATION BY INDEPENDENT DIRECTORS

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

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

RELATED PARTY TRANSACTIONS

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

INTERNAL FINANCIAL CONTROL

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors state that:

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

(ii) the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

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

(iv) the Director''s have prepared the annual accounts on going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPPORATE GOVERNANCE REPORT

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

AUDITORS AND AUDITORS'' RPEORT Statutory Auditor

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

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

SECRETARIAL AUDITOR

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

EXTRACT OF ANNUAL RETURN:

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

DISCLOSURES

Audit Committee

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

Meeting of the Board

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

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

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

The company has not given any guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to Futuristic Solutions Limited.

Futuristic Solutions Limited does not have any foreign exchange earnings and expenditure.

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board For Futuristic Solutions Limited

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

---

Mar 31, 2014

Dear Members,

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

Financial Highlights:

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

(Rs. In Lakhs)

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

Total Income 61.74 236.33

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

Interest 931.26 47.96

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

Exceptional Item - 341.00

Depreciation 2.54 2.99

Profit/ (Loss) before Tax (49.16) 56.03

Provision for Taxation 2.39 17.09

Profit/ (Loss) after Tax (51.55) 38.94

Transfer to Statutory Reserve Fund - 7.79

Proposed dividend and tax thereon - 60.86

Balance Carried to Balance Sheet (51.55) Nil

Performance:

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

Dividend:

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

Public Deposits:

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

Composition of Audit Committee:

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

Board of Directors:

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

Directors'' Responsibility Statement:

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

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

We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the Loss for the year ended on that date;

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

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

Corporate Governance:

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

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

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

Management Discussion & Analysis Report

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

Auditors and Auditors'' Report

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

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

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

Particulars As Per Section 217 of The Companies Act, 1956

(a) Particulars of Employees:

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

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

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

Technology Absorption - Not applicable

Foreign Exchange Earnings - NIL

Foreign Exchange outgoings - NiL

Cash Flow Statement:

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

Corporate Social Responsibility:

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

Reserve Bank of India Guidelines

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

Acknowledgement

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

For and on behalf of the Board For Futuristic Solutions Limited

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

---

Mar 31, 2013

Dear Members,

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

Financial Highlights:

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

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

Total Income 236.33 462.32

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

Interest 47.96 40.85

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

Exceptional Item 341.00

Depreciation 2.99 3.77

Profit/ (Loss) before Tax 56.03 176.81

Provision for Taxation 17.09 58.17

Profit/ (Loss) after Tax 38.94 118.64

Transfer to Statutory Reserve Fund 7.79 23.73

Proposed dividend and tax thereon 60.86 97.38

Balance Carried to Balance Sheet Nil Nil

Performance:

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

Dividend:

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

Public Deposits:

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

Composition of Audit Committee:

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

Board of Directors:

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

Directors'' Responsibility Statement:

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

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

We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit for the year ended on that date;

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

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

Corporate Governance:

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

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

Management Discussion & Analysis Report

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

Auditors and Auditors'' Report

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

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

Particulars As Per Section 217 Of The Companies Act, 1956

(a) Particulars of Employees:

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

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

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

Technology Absorption - Not applicable

Foreign Exchange Earnings - NIL

Foreign Exchange outgoings - NiL

Cash Flow Statement:

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

Corporate Social Responsibility:

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

Reserve Bank of India Guidelines

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

Acknowledgement

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

For and on behalf of the Board

For Futuristic Solutions Limited

Sd/-

Place : New Delhi Mandeep Sandhu

Dated : 26/08/2013 (Chairman)