FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED1 27th 20142015 Notice is hereby given that the 27th...

FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED

27th Annual Report 2014-2015CIN No. L24230MH1988PLC047243

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Futuristic Offshore Services & Chemical Limited

FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED(Formerly Known as Ganesh Anhydride Limited)

CIN No. L24230MH1988PLC04724327th Annual Report 2014-2015

Corporate Information

CHAIRMANMr. Rishi Pilani

DIRECTORMr. Raunak PilaniMr. Ramesh PilaniMr. Ravi PilaniMr. Ramakant Pilani

INDEPENDENT DIRECTORMr. Ramesh PunjabiMr. Ashiwani KumarMr. Ajay Kumar Singh

AUDITORSM/s P V Dalal & Co.Chartered AccountantsMumbai

BANKERSCentral Bank of India

REGISTERED OFFICEDina Building, First Floor53, Maharshi Karve Road,Marine Lines, Mumbai- 400 002.Tel. No.:022-22001928

ADMINISTRATIVE OFFICE & SHARE DEPARTMENT A1/A2,Gurudatt CHS., Ajit Nagar,Near Jankalyan Bank, J.B.Nagar,Andheri (East), Mumbai- 400 059Tel: 022-28390698/694 Fax : 022-28390715

PLANT LOCATIONSG-61/62,M.I.D.C.Industrial Area,Tarapur, Boisar, Dist:- Thane-401 506

CONTENTS Page No.

Notice 1

Directors’ Report 3

Management Discussion & Analysis Report 12

Corporate Governance Report 15

Independent Auditor’s Report 20

Balance Sheet 22

Statement of Profit & Loss 23

Cash Flow Statement 24

Notes forming Part of Financial Statements 25

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27th Annual Report 2014-2015

Notice is hereby given that the 27th Annual General Meeting of the Members of M/s FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED will be held on Tuesday, September 29, 2015, at 11.30 A.M at Shri Rajasthan Recreation Club, Plot No.3, J.B.Nagar, Andheri (East), Mumbai- 400 059, to transact the following business:-

Ordinary Business:

1. To consider and adopt the Audited Balance Sheet of the Company as at March 31, 2015, the Profit and Loss Account and Cash Flow Statement for the year ended on that date as also the Reports of the Board of Directors and Auditors thereon;

2. To appoint a Director in place of Mr. Ramesh D Punjabi (DIN 03244442), who retires by rotation and being eligible, offers himself for re- appointment.

3. To appoint a Director in place of Mr. Ashwani Kumar (DIN 03274004), who retires by rotation and being eligible, offers himself for re- appointment.

4. To ratify the appointment of Auditors and fix their remuneration and in this regard, to consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary resolution:

“RESOLVED THAT pursuant to section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under and pursuant to the recommendation of the Audit Committee and the Board of Directors and pursuant to the approval of the Members at the Twenty-Sixth Annual General Meeting, the Company hereby ratifies the appointment of M/s P V Dalal & Co. Chartered Accountants, Mumbai (Registration number 102049W) as Auditors of the Company to hold office until the conclusion of the Twenty-Ninth Annual General Meeting of the Company to be held in the year 2017, at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit.”

Special Business:

5. APPOINTMENT OF MR. AJAY KUMAR MATAPRASAD SINGH AS A DIRECTOR

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014(including any statutory modifications or reenactment(s) thereof for the time being in force), MR. AJAY KUMAR MATAPRASAD SINGH (DIN 06629466), who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act, and who is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of One(1) year commencing from September 29, 2015 till the conclusion of the next Annual

General Meeting of members of the Company, not liable to retire by rotation.”

BY ORDER OF THE BOARD

Rishi PilaniDate: August 14, 2015 Chairman

Regd. Office:Dina Building, First Floor, 53, Maharshi Karve Road,Marine Lines, Mumbai-400 002.CIN L24230MH1988PLC047243

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY/PROXIES TO ATTENDAND VOTE INSTEAD OF HIMSELF/HERSELF.SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company.

2. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

3. The Explanatory Statement setting out all material facts as required under Section 102 of the Companies Act, 2013 is annexed hereto.

4. Details under Clause 49 of the Listing Agreement with the Stock Exchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting (AGM), forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/re-appointment.

5. The Register of Members and Share Transfer Books of the Company will be closed from Thursday, September 24, 2015 to Tuesday, September 29, 2015 (both days inclusive) for the purpose of AGM of the Company.

6. Members can avail the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Members desiring to avail this facility may send their nominations in the prescribed Form No. SH-13 duly filled in to the Company’s registered address. Members holding shares in electronic form may contact their respective Depository Participants for availing this facility.

7. Members are requested to notify immediately any change of address to the Company or their respective Depository Participants, in case of shares held in electronic form.

8. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate the risks associated with physical shares and for ease in portfolio management. Members can contact the Company for assistance in this regard.

NOTICE

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9. As a measure of austerity, copies of the Annual Report will not be distributed at the Meeting. Members are, therefore, requested to bring their copies of the Annual Report to the Meeting.

10. Members/Proxies/Representatives are requested to bring the Attendance Slip enclosed in the Annual Report for attending the Meeting.

11. Members may also note that the Notice of the Annual General Meeting and the Annual Report for financial year 2014-2015 will be available at the Company’s Registered Office in Mumbai for inspection during normal business hours (10.00 am to 5.00 pm) on all working days up to and including the date of the Annual General Meeting of the Company.

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 ANNEXED TO AND FORMING PART OF THE NOTICE

ITEM 4

At the 26th Annual General Meeting (AGM) of the Company held on September 30, 2014, M/s P V Dalal & Co. Chartered Accountants, Mumbai (Registration number 102049W), have been appointed as the Statutory Auditors of the Company for a period of three years from the conclusion of the said AGM i.e. upto the conclusion of the 29th Annual General Meeting in 2017.In terms of the provisions of the Companies Act, 2013, it is necessary to get the appointment ratified by the shareholders in every Annual General Meeting until the expiry of the period of appointment.In view of the above, the Board of Directors recommends your ratification for the appointment M/s P V Dalal & Co. Chartered Accountants, Mumbai (Registration number 102049W), as the Statutory Auditors of the Company as mentioned at Item No. 4 of the Notice.

ITEM 5

Mr. AJAY KUMAR MATAPRASAD SINGH was appointed on September 30, 2014 as independent Director for a term of One Year i.e upto September 29, 2015.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on August 14,2015 appointed Mr. Ajay Kumar as an Independent Director of the Company for further period of One year commencing from September 29,2015 till conclusion of next Annual General Meeting of the Company.

In the opinion of the Board, Mr. Ajay Kumar fulfills the conditions specified in the Companies Act, 2013 and rules made thereunder for his appointment as an Independent Director of the Company and is independent of the management. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Ajay Kumar as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Ajay Kumar as an Independent Director, for the approval by the shareholders of the Company.

Mr. Ajay Kumar does not hold any Ordinary (Equity) Share in the Company.

A notice has been received from a member proposing Mr. Ajay Kumar as a candidate for the office of Director of the Company.

Except Mr. Ajay Kumar, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item no. 5.

BY ORDER OF THE BOARD

Rishi PilaniDate: August 14, 2015 Chairman

Regd. Office:Dina Building, First Floor, 53, Maharshi Karve Road,Marine Lines, Mumbai-400 002.CIN L24230MH1988PLC047243

ANNEXURE TO NOTICEDetails of Directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement with the Stock Exchange:Name Mr Ramesh Punjabi Mr. Ashwani Kumar Mr. Ajay Kumar

Mataprasad SinghDirectors Identification Number (DIN) 03244442 03274004 06629466Age 68 years 47 years 54 years

Qualification B. Tech. (Chemicals) B.A (Hons)LLB B.Sc LLBExpertise in Specific Area About 45 years experience in

Chemical, Production and Technical field

Legal Legal

Date of first Appointment on the Board of the Company

30.01.2010 05.08.2010 27.06.2013

Shareholding in Company NIL NIL NILList of Directorship held in other Companies

Ganesh Benzoplast LtdInfrastructure Logistic & Systems Limited

NIL NIL

Membership/Chairmanships of Audit and stake holders relationship committees

Refer to Report onCORPORATE GOVERNANCE

Refer to Report on CORPORATE GOVERNANCE

Refer to Report on CORPORATE GOVERNANCE

Relation with other Directors N.A N.A N.A

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ToThe Members,The Board of Directors hereby presents the 27th Annual Report on the business and operations of Company and summary Financial Statement for the year ended 31st March, 2015.

FINANCIAL RESULTS

(` In Lacs)2014-15 2013-14

Gross Revenue from Operations - -Other Income - -Profit / (Loss) Before Depreciation, Interest Taxation & Exceptional items

(10.85) (19.94)

Less: Depreciation - -Profit / (Loss) Before Interest Taxation & Exceptional Items.

(10.85) (19.94)

Less Interest - -Profit /(Loss) Before Exceptional items and Taxation

(10.85) (19.94)

Add Exceptional items (profit on OTS) 1.91 3.06Less: Inventory W/Off - -Less: Provision for Sundry Advance & Bad Debts

- -

Less:Fringe Benefit Tax - -Less:Prior Period Expenses - -Add/(Less) Deferred Tax liabilities W/off. - -Profit/(Loss) for the Year (12.76) (23.00)Balance of Profit/(Loss) for earlier years (3930.96) (3907.95)Profit/(Loss) Available for Appropriation (3943.72) (3930.95)

OPERATIONAL REVIEWThe operations for the year under review have resulted in loss of ` 12.76 Lacs as against loss of ` 23.00 Lacs in previous year.There were no manufacturing operations during the year under review.

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

SHARE CAPITALThe paid up equity share capital of the Company as on March 31, 2015 was ` 17.32 Cr. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

BOARD OF DIRECTORS AND ITS MEETINGSOne meeting of the Board of Directors is held in each quarter. During the year four Board Meetings and four Audit

Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and clause 49 of the listing Agreement.DECLARATION OF INDEPENDENT DIRECTORSAll independent Directors have declared and affirmed their compliance with the independence criteria as mentioned in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement in respect of their position as an Independent Director of the Company.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT OR RESIGNATIONIn accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ramesh D Punjabi (DIN 03244442) and Mr. Ashwani Kumar (DIN 03274004) shall retire by rotation as Director at the ensuing annual general meeting and being eligible, offers themselves for re- appointment.A brief profile of the above-named Directors seeking appointment/re-appointment at the ensuing annual general meeting of the Company has been provided in the notice of the Annual General Meeting.

AUDIT COMMITTEEThe Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report.

DIRECTOR’S RESPONSIBILITY STATEMENTIn terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:i) In the preparation of the annual accounts, the applicable

accounting standards have been followed.ii) The directors have selected such accounting policies

and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal

DIRECTORS’ REPORT TO THE SHAREHOLDERS

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financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board of the Company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors.

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

AUDITORS & AUDITORS’ REPORT

M/s. P V Dalal & Co, Chartered Accountants (Registration number 102049W), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 26th Annual General Meeting (AGM) held on September 30, 2014 until the conclusion of the third consecutive AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the members at every AGM held after the AGM held on September 30, 2014.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the Company has received a written consent from M/s. P V Dalal & Co, Chartered Accountants to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed thereunder and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013.

Members are requested to ratify the appointment of the Statutory Auditor as aforesaid and fix their remuneration. The auditor’s report is self-explanatory and does not require further comments.

EXTRACT OF THE ANNUAL RETURN

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

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

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

CASH FLOW STATEMENT

In conformity with the provision of Clause 32 of the Listing Agreement the cash flow statement for the year ended 31st March 2015 is annexed hereto.

REFERENCE TO BIFR

In earlier years Company net worth had been fully eroded as a result the company had approached to the Board of Industrial Financial Re-structuring (BIFR) for protection provided under the sick Industrial Company (Special Provisions) Act, 1985. BIFR had received & registered our reference as 289/2004.In October,2012 BIFR circulated Draft Rehabilitation Scheme (DRS) for inviting objections.

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

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai Rishi PilaniDate: August 14, 2015 Chairman

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Particulars as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

A. CONSERVATION OF ENERGY In absence of the operations, there is no energy consumption during the year under review.

B. TECHNOLOGY ABSORPTION. ADAPTATIONS AND INNOVATION In absence of the operations, there is no technology absorption during the year under review.

C. FOREIGN EXCHANGE EARNING AND OUTGOINGS Total foreign Exchange outgo for import of raw materials and other is Nil (Previous year Nil ) Foreign exchange earnings

during the year are Nil. (Previous year Nil), since there are no operations during the year under review.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai Rishi PilaniDate: August 14, 2015 Chairman

ANNEXURE- I TO THE DIRECTORS’ REPORT

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ANNEXURE II TO THE DIRECTORS’ REPORTRELEVANT EXTRCT OF ANNUAL RETURN FOR THE FINACIAL YEAR ENDED ON MARCH 31, 2015

I. REGISTRATION AND OTHER DETAILSi. Corporate Identity Number (CIN) of the Company L24230MH1988PLC047243ii. Registration Date May 3, 1988iii. Name of the Company FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITEDiv. Category/Sub-Category of the Company Public Company limited by sharesv. Address of the Registered office and contact

detailsDina Building, 1st Floor, 53, Maharashi Karve Road, Marine lines(E), Mumbai-400 002.Tel: 022-22001928

vi. Whether listed Company Yesvii. Name,Address and Contact details of Registrar

and Transfer Agent, if anyBig Share Services Limited (For DEMAT Segment Only)E/2, Ansa Industrial Estate,Saki Vihar Road, Saki Naka,Andheri(East), Mumbai-400 072.Ph No. 022-28470652/40430200Fax: 022-28475207E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing10% or more of the total turn over of the Company shall be stated:-Sl.No. Nameand Description of mainproducts/ services NIC Codeof the Product/ service % tototal turnoverofthe Company1 Manufacturing of Organic & Inorganic chemicals 20119 NIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESS.No Name and Address of

the CompanyCIN/GLN Holding/Subsidiary/

Associate% of Shares held Applicable Section of

Companies Act, 20131. N.A N.A N.A N.A N.A

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)1) Category-wise ShareholdingCategory of Shareholders

No of Shares Held on April 1, 2014 No of Shares Held on March 31, 2015 % change during the

yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter1. IndianIndividual/ HUF 91850 78350 170200 0.98 91850 78350 170200 0.98 Nil

Central Govt/ State Govt.(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Bodies Corporate 2760127 3176725 5936852 34.29 2760127 3176725 5936852 34.29 Nil

Financial Institutions/ Banks Nil Nil Nil Nil Nil Nil Nil Nil Nil

Any other(specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Sub-total (A)(1) 2851977 3255075 6107052 35.27 2851977 3255075 6107052 35.27 N/A

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Category of Shareholders

No of Shares Held on April 1, 2014 No of Shares Held on March 31, 2015 % change during the

yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

2. ForeignIndividuals (Non-Resident Nil Nil Nil Nil Nil Nil Nil Nil Nil

Individuals/ Foreign Individuals) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Bodies Corporate Nil Nil Nil Nil Nil Nil Nil Nil NilInstitutions Nil Nil Nil Nil Nil Nil Nil Nil NilAny other(specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (A)(2) Nil Nil Nil Nil Nil Nil Nil Nil NilTotal Shareholding of Promoter andPromoter Group (A)= (A)(1)+(A)(2)

2851977 3255075 6107052 35.27 2851977 3255075 6107052 35.27 Nil

B. Public Shareholding1. InstitutionsMutual Funds/UTI Nil Nil Nil Nil Nil Nil Nil Nil NilFinancial Institutions/ Banks 230200 39250 269450 1.56 230200 39250 269450 1.56

Central Govt/ State Govt.(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil

Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil

Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil NilFIIs Nil Nil Nil Nil Nil Nil Nil Nil NilForeign Venture Capital Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil

Qualified Foreign Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil

Any other(specify) Nil Nil Nil Nil Nil Nil Nil Nil NilSub-total (B)(1) 230200 39250 269450 1.56 230200 39250 269450 1.56 Nil2. Non-InstitutionsBodies Corporate 620470 366650 987120 5.70 620470 366650 987120 5.70 NilIndividuals

i. Individuals shareholders holding nominal share capital upto ` 1 lac

3598133 4329269 7927384 45.78 3611758 4315626 7927384 45.78 Nil

ii. Individuals shareholders holding nominal share capital upto ` 1 lac

1727436 25100 1752536 10.12 1727436 25100 1752536 10.12 Nil

Qualified Foreign Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil

Any other(NRI) 15883 256350 272233 1.57 15883 256350 272233 1.57 NilSub-total (B)(2) 5961922 4977369 10939273 63.17 5975547 4963726 10939273 63.17 NilTotal Public Shareholding (B)=(B)(1)+(B)(2)

6192122 5016619 11208723 64.73 6205747 5002976 11208723 64.73 Nil

C. Shares held by Custodians for GDR’s & ADR’s

Nil Nil Nil Nil Nil Nil Nil Nil Nil

Grand Total (A)+(B)+(C) 9044099 8271676 17315775 100 9057724 8258051 17315775 100 Nil

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2) Shareholding of PromotersShareholder’s Name No of Shares Held on April 1, 2014 No of Shares Held on March 31, 2015 % change in

Shareholding during the

year

No of Shares

% of totalSharesof the

company

% of SharesPledged /

encumbered tototal shares% of Total

Shares

No of Shares

% of totalSharesof the

company

% of SharesPledged /

encumbered tototal shares% of Total

SharesSHANKARMAL G.PILANI 7900 0.05 Nil 7900 0.05 Nil NilSHANTIDEVI S.PILANI 8500 0.05 Nil 8500 0.05 Nil NilRAMESH S.PILANI 27800 0.16 Nil 27800 0.16 Nil NilSUSHILA R.PILANI 5400 0.03 Nil 5400 0.03 Nil NilRISHI R.PILANI 500 0.00 Nil 500 0.00 Nil NilRAVI R.PILANI 5850 0.03 Nil 5850 0.03 Nil NilRAMAKANT S.PILANI 19550 0.11 Nil 19550 0.11 Nil NilMANJU R.PILANI 94200 0.54 Nil 94200 0.54 Nil NilRANJU PILANI 500 0.01 Nil 500 0.01 Nil NilAGARWAL CHEMICAL 15600 0.09 Nil 15600 0.09 Nil NilGANESH BENZOATES PVT.LTD

1725650 9.97 Nil 1725650 9.97 Nil Nil

GANESH MEDICAMENT PVT.LTD

850250 4.91 Nil 850250 4.91 Nil Nil

GANESH FLEXOBENZ PVT.LTD

786825 4.54 Nil 786825 4.54 Nil Nil

GANESH BENZOPLAST LTD

385527 2.23 Nil 385527 2.23 Nil Nil

VINOBA IMPEX PVT.LTD 300000 1.73 Nil 300000 1.73 Nil NilMAHARASHTRA TRUNKEY & LESSORS LTD

1248275 7.21 Nil 1248275 7.21 Nil Nil

GANESH RISK MANAGEMENT PVT.LTD

624725 3.61 Nil 624725 3.61 Nil Nil

TOTAL 6107052 35.27 Nil 6107052 35.27 Nil Nil

3) Change in Promoters’ ShareholdingShareholder’s Name Shareholding at the beginning of the year Cumulative Shareholding during the year

No of Shares % of total shares of the Company


At the beginning of the year, April1, 2014Date wise Increase/Decrease in Promoters Shareholding

Not applicableduring the year specifying the reasons for increase/decrease(e.g. allotment/transfer/bonus/ sweat equity etc.)At the end of the year, March 31, 2015

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4) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)Top Ten Shareholder’s Name Shareholding as on April 1, 2014 Shareholding as on March 31, 2015



HITESH RAMJI JAVERI 617977 3.57 617977 3.27LLOYDS SECURITIES LTD 309850 1.79 309850 1.79KAMAL KUMAR JALAN SECURITIES PVT.LTD

304000 1.76 304000 1.76

IFCI LTD 180000 1.04 180000 1.04POPATLAL K.SAVAL 157050 0.91 157050 0.91M.PUSHPALATHA 76100 0.44 76100 0.44RASHMI GYAN PRAKASH 74306 0.43 74306 0.43VIJAYKUMAR M.KHEMANI 62450 0.36 62450 0.36ATUL JAYANTILAL SHAH 50000 0.29 50000 0.29SANJAY G.BAFNA 49000 0.29 49000 0.29

5) Shareholding of Directors and Key Managerial PersonnelFor each of Directors and KMP

Shareholding at the beginning of the year Cumulative Shareholding during the yearNo of Shares % of total shares of the

CompanyNo of Shares % of total shares of the

CompanyAt the beginning of the year, April1, 2014RISHI R.PILANI 500 0.003 500 0.003RAUNAK PILANI NIL NIL NIL NILRAMESH S.PILANI 27800 0.16 27800 0.16RAVI R.PILANI 5850 0.03 5850 0.03RAMAKANT PILANI 19550 0.11 19550 0.11RAMESH D.PUNJABI 100100 0.58 100100 0.58ASHWINI KUMAR NIL NIL NIL NILAJAY KUMAR SINGH NIL NIL NIL NIL Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease(e.g. allotment/transfer/bonus/ sweat equity etc.)At the end of the year, March 31, 2015RISHI R.PILANI 500 0.003 500 0.003RAUNAK PILANI NIL NIL NIL NILRAMESH S.PILANI 27800 0.16 27800 0.16RAVI R.PILANI 5850 0.03 5850 0.03RAMAKANT PILANI 19550 0.11 19550 0.11RAMESH D.PUNJABI 100100 0.58 100100 0.58ASHWINI KUMAR NIL NIL NIL NILAJAY KUMAR SINGH NIL NIL NIL NIL

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V. INDEBTEDNESS (` In Lacs)Indebtedness of the Company including interest outstanding/accrued but not due for paymentParticulars Secured Loans

excluding depositsUnsecured Loans Deposits Total Indebtness

Indebtedness at the beginningof the financial year(i)Principal Amount Nil 1699.08 Nil 1699.08(ii)Interest due but not paid Nil Nil Nil Nil(iii)Interest accrued but not due Nil Nil Nil NilTotal (i+ii+iii) Nil 1699.08 Nil 1699.08Change in Indebtednessduring the financial yearAddition Nil Nil Nil NilReduction Nil 55.48 Nil 55.48Net Change Indebtedness Nil NilAt the end of the financial year(i)Principal Amount Nil 1643.61 Nil 1643.61(ii)Interest due but not paid Nil Nil Nil Nil(iii) Interest accrued but not due

Nil Nil Nil Nil

Total (i+ii+iii) Nil 1643.61 Nil 1643.61

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount(In ` Lacs)Rishi Pilani / Ravi Pilani /

Ramesh Pilani / Raunak PilaniGross salary(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

NIL NIL

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 NIL NIL(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

NIL NIL

Stock Option NIL NILSweat Equity NIL NILCommission- as % of profit- others, specify… NIL NILOthers, please specify NIL NILTotal (A) NIL NILCeiling as per the Act

11


B. Remuneration to other DirectorsParticulars of Remuneration Name of Directors Total Amount (in ` Lacs)

Independent Directors Ramesh Punjabi Ashwani Kumar Ajay Kumar Mataprasad Singh

Fee for attending board / committee meetings 0.16 0.16 Nil 0.32

Commission Nil Nil NilOthers, please specify Nil Nil Nil NilTotal (B) Nil Nil Nil NilTotal Managerial Remuneration(A)+(B) 0.16 0.16 Nil 0.32

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTDParticulars of Remuneration Key Managerial Personnel Total Amount

(in ` lacs)CEO Company Secretary CFO

Gross salary(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961

NIL NIL NIL NIL

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL NIL NIL NIL

(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961

NIL NIL NIL NIL

Stock Option NIL NIL NIL NILSweat Equity NIL NIL NIL NILCommission- as % of profit- others, specify… NIL NIL NIL NILOthers, please specify NIL NIL NIL NILTotal NIL NIL NIL NIL

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of theCompanies Act

Brief Description

Details of Penalty /Punishment /Compounding fees imposed

Authority [RD /NCLT / COURT]

Appeal made,if any (giveDetails)

A. COMPANYPenalty

No Penalties, Punishments or Compounding of offencesPunishmentCompoundingB. DIRECTORSPenalty

No Penalties, Punishments or Compounding of offencesPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenalty

No Penalties, Punishments or Compounding of offencesPunishmentCompounding

12


INDUSTRY STRUCTURE AND DEVELOPMENTSBusiness of the CompanyThe business of the Company is manufacturing and marketing of specialized chemical Maleic Anhydride, and downstream products such as Fumaric Acid, Tetra Hydrophthalic Anhydride, Tetrahydrophthalimide, (THPA/THPI).

Maleic Anhydride is a versatile monomer and chemical intermediate with many uses. The largest end use, accounting for almost half of total consumption, is unsaturated polyester resins. Other uses include Lube oil Additives, Alkyd resins, Fumaric and Maleic acids, copolymers and agricultural chemicals.

MANAGEMENT DISCUSSION AND ANALYSIS

Products ApplicationsMALEIC ANHYDRIDE For Manufacture of Polyester Resins, Alkyd resins, Agrochemical eg.

Malathion(Insecticide), Maleic Hydrazide (Herbicide/Growth Inhibitor), Fumaric Acid, Dye Intermediates, Pharmaceuticals, Surface Coatings Agents, Plasticisers and Speciality Lubricant Additives.It is also used as copolymer in wide range of chemical synthesis.

FUMARIC ACID Food and Beverage Industries as Acidulant and Flavoring Agent, For upgrading Natural Drying of Oils; To improve Drying Characteristics in Food; Substitute For Tartaric Acid;For manufacture of Plasticizers; Rosin Esters and Adducts, Alkyd Resin CoatingsIn Organic synthesis as well as in Printing InksModifier for Polyester Resins, Alkyd Resins as well as Phenolic Resins;

TETRA HYDROPHTHALIC ANHYDRIDE

For Curing Epoxy Resins, To manufacture of Unsaturated Polyesters it impart Air Drying Properties, Intermediate to manufacture other organic compounds.

TETRA HYDROPHTHLIMIDE To manufacture Fungicide - Captan.

OPPORTUNITIES AND THREATSSome developments are taking place developing other uses for Maleic Anhydride. It is used as a starting material for synthesis of 1, 4-Butanediol, THF, Speciality dispersants, Succinates in, a biodegradable Chelating Agent, and Polyaspartic Acid, a Biodegradable Dispersing Agent.

Total worldwide consumption is expected to grow at a rate of approximately 5% annually despite recession in most of the economies.

The Company will strive to catch the opportunities as it has inherent key strength areas such as:

• State-of-the-Art Manufacturing facilities. Fully computer monitored plant, with technical know-how from Scientific Design Co. Inc., U.S.A. The plant is specifically designed to ensure strict quality standards of the end product range.

• Largest plant in India to produce Maleic Anhydride from basic raw materials.

• Convenient location of the plant of the Company at Tarapur, Maharashtra.

• The company is awarded ISO 9002.

• Strong R&D base and foresight in the introduction of newer technologies sustain and to meet their global vision in the years ahead. The group is committed to the manufacturing of quality products using internationally accepted norms.

• The markets for products of the Company are well established with a good distribution network for domestic as well as export market.

The management expects to overcome difficulties faced by the Company shortly. The Company is looking at different options to resume operation of factory.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCEReview of operationsThere were no manufacturing operatiuons during the year under review or in the previous year.

OutlookThe Chemical Division is expected to perform better due to various options are being pursued to bring back the operations of the Company to profitable levels.

Risks and concernsThe pricing uncertainties of the raw material of the Company for its Chemical Division would continue to affect the profitability of the Company.

Financial performance with respect to operational performanceThere were no Manufacturing operations during the year under review.

The working for the year has resulted in net loss of ` 12.76 Lacs as against net Loss of ` 23.00 Lacs in the previous year.

13


Internal Control SystemNo internal audit carried out during the year. The Company has formed Audit Committee which is constituted by Three Directors. All the significant audit observations and follow up actions would be reported to the Audit committee.

FINANCIAL CONDITIONShare CapitalIssued subscribed and paid up capital as at 31st March, 2015 was ` 1731.58 Lacs (`1731.58 Lacs in the previous year.)

Reserves and SurplusIn view of uncertainty of availment of tax benefit on accumulated business losses and unabsorbed depreciations, Company has not recognized deferred tax liabilities/assets. As at March 31, 2015 Reserves and Surplus amounted to ` 3620.56 Lacs (` 3597.56 Lacs in the previous year).

Loan FundThe Loan funds stood at ` Nil as at March 31, 2015 (Nil in the previous year.)

Deferred tax Assets/ Liability provision outstanding as at March 31, 2015. (Nil in the previous year.)

Fixed AssetsNet Fixed Assets including capital work in progress as at March 31, 2015 are ` 1635.53 Lacs (` 1635.53 Lacs as at March 31, 2014).InvestmentTotal amount of Investment as at March 31, 2015 are ` 0.36 Lacs (` 0.36 Lacs as at March 31,2014).Net-Current AssetsNet Current Assets stood at to ` 3568.94 Lacs as at March 31, 2015 from ` 3556.19 Lacs as at March 31, 2014.HUMAN RESOURCES / INDUSTRIAL RELATIONSThe Company has no employees at present.CAUTIONARY STATEMENTStatements in the Management Discussion and Analysis describing the Company’s objective, expectations or predictions may be forwarded looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the Country and other factors such as litigation and industrial relations.

Certification by Chief Executive Officer(CEO) / Chief Financial Officer (CFO) pursuant to Clause 49 of the Listing Agreement

I, Mr. Ramakant Pilani, Chief Executive Officer (CEO) respectively of the Company hereby certify that –

I have reviewed the financial statements and the cash flow statement of M/s Futuristic Offshore Services and Chemical Limited for the year ended March 31, 2015 and

a) These statements to the best of my knowledge and belief:

i. Do not contain any materially untrue statements or omit any material facts or contain statements that might be misleading:

ii. Present a true and fair view of the Company‘s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) To the best of my knowledge and belief, there are no transactions entered into by the Company during the year, which are fraudulent, illegal or violation of the Company’s Code of Conduct.

c) I accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company for such reporting. I have disclosed to the Auditors and the Audit Committee,

deficiencies, if any, in the design or operation of such internal controls, of which I am aware of and the steps taken and/or proposed to be taken to rectify these deficiencies.

d) I have also indicated to the Auditors and the Audit Committee.

i. Significant changes in Internal Controls with respect to financial reporting during the year.

ii. Significant changes in accounting policies during the Year and these have been disclosed in the notes to the financial statements.

e) To the best of my knowledge and belief, there are no instances of significant fraud involving either the management or employees having a significant role in the Company’s internal control systems with respect to financial reporting.

For Futuristic Offshore Services and Chemical Limited

Place: Mumbai Ramakant Pilani Date: August 14, 2015 Chief Executive Officer

14


AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofFuturistic Offshore Services and Chemical Limited,

We have examined the compliance of conditions of Corporate Governance by Futuristic Offshore Services and Chemical Limited (the “Company”), for the year ended on 31st March, 2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance as stipulated in the said clause. 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 and the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the State of affairs of the Company.

For P V Dalal & Co.Chartered Accountants

(Registration No. 102049W)

Paresh DalalProprietor

(Membership No.033355)Place: MumbaiDate: August 14, 2015

DECLARATION BY CEO/CFO

I, Ramakant Pilani, Chief Executive Officer of Futuristic Offshore Services & Chemical Limited as required by Clause 49 of the Listing Agreement executed by the Bombay Stock Exchange Limited, hereby declare that all the members of the Board of Directors have affirmed compliance with the Code of Conduct, for the year ended March 31, 2015.

ON BEHALF OF THE BOARD

Place: - Mumbai Ramakant PilaniDate: August 14, 2015 Chief Executive Officer

15


CORPORATE GOVERNANCE REPORT(As required under Clause 49 of the Stock Exchange Listing Agreement)

The Report on Corporate Governance forms part of the Directors’ Report. This section in compliance with the mandatory listing agreement requirement gives an insight into the process and functioning of the Company.

1. Company’s philosophy on Corporate Governance

Your company is committed to bring about good corporate governance practices and to achieve the desired result to the highest level of customer satisfaction, ensuring technical and other achievements to lead the Company towards high growth path.

2. Board of Directors(“Board”)

2.1 Composition of the Board

As on March 31, 2015, the Company’s Board of Directors’ comprised of Eight directors including a Executive Chairman. The constitution of the Board during the year was from following Directors:

S.No. Name DIN Category1. Mr. Rishi Pilani - Chairman & Director 00901627 Promoter-Executive2. Mr. Ramesh Pilani 00901506 Promoter-Executive3. Mr. Raunak Pilani 00932269 Promoter-Executive4. Mr. Ramakant Pilani 00901486 Promoter-Executive5. Mr. Ravi Pilani 00901635 Promoter-Executive6. Mr. Ashwani Kumar 03274004 Independent

Non-Executive Director7. Mr. Ramesh Punjabi 03244442 Independent

Non-Executive Director8. Mr. Ajaykumar Mataprasad Singh 06629466 Independent

Non-Executive Director

2.2 Meetings of the Board of Directors

The Board of Directors of the Company met four times during the year 2014-2015 i.e. on May 30, 2014, August 14, 2014, November 13, 2014 and February 13, 2015. The gap between two meetings did not exceed one hundred and twenty days.

2.3 Attendance of Director at Board Meetings and Annual General Meeting

As mandated by Clause 49 none of the Directors is a member of more than 10 committees nor is a Chairman of more than 5 committees across all the companies in which he is a Director.

S.No Name No. of Board meetings attended

during 2014-15

No. of Directorships in other Limited

Companies

No. of Committeepositions held in other Companies

1. Mr. Rishi Pilani - Chairman & Director 4 1 12. Mr. Ramesh Pilani 4 NIL NIL3. Mr. Raunak Pilani 4 1 NIL4. Mr. Ramakant Pilani 4 NIL NIL5. Mr. Ravi Pilani 4 NIL NIL6. Mr. Ashwani Kumar 4 NIL NIL7. Mr. Ramesh Punjabi 4 1 48. Mr. Ajaykumar Mataprasad Singh 2 NIL NIL

16


3. Audit Committee

3.1 Composition & meetings of Committee

The Audit Committee of the Company comprised of four directors including an Executive Chairman. The Audit Committee of Board of Directors of the Company met four times during the year 2014-2015 i.e. on May 30, 2014, August 14, 2014, and November 13, 2014 and February 13, 2015.

Details of meetings attended by the members of the Audit Committee during the financial year 2014-2015 are as follows:

S.No. Name Category Status Committee Meetings Attended1. Mr. Ramesh Punjabi Independent

Non-Executive DirectorChairman 4

2. Mr. Ramakant Pilani PromoterExecutive Director

Member 4

3. Mr. Rishi Pilani PromoterExecutive Director

Member 4

4. Mr. Ashwani Kumar IndependentNon-Executive Director

Member 4

3.2 Terms of Reference

The Audit Committee functions in accordance with the terms of reference specified under Section 177 of the Companies Act, 2013, Clause 49 of the Listing Agreement (for the time being in force) and as may be specified by the Board from time to time, which inter alia includes :

a) the recommendation for appointment ,remuneration and terms of appointment of auditors of the Company;

b) review and monitor the auditor’s independence and performance, and effectiveness of audit process;

c) examination of the financial statement and the auditors’ report thereon;

d) approval or any subsequent modification of transactions of the Company with related parties;

e) scrutiny of inter-corporate loans and investments ;

f) valuation of undertakings or assets of the Company, wherever it is necessary;

g) evaluation of the internal financial controls and risk management systems; and

h) monitoring the end use of funds raised through public offers and related matters.

4. Nomination & Remuneration Committee

4.1 Composition & meetings of Committee

The Nomination & Remuneration Committee of the Board comprised of three directors all of whom are non-executive independent directors.

The Committee met One time during the year 2014-15 on August 14, 2014. Details of meeting attended by the members of the Nomination & Remuneration Committee during the financial year 2014-2015 are as follows:

S.No. Name Category Status Committee Meetings Attended1. Mr. Ramesh Punjabi Independent



Member 1


Member 1


Member 1

17


5. Investors’ Grievance Committee

The Committee reviews the status of investors’ grievances and redressal mechanism and recommends measures to improve the level of investors’ services. During the year under review, the Committee held its meetings on May 30, 2014, August 14, 2014, and November 13, 2014 and February 13, 2015. It comprises Executive and Non-Executive Directors as under:S.No. Name Category Status Committee Meetings Attended1. Mr. Ramesh Punjabi Independent



Member 4


Member 4


Member 4

Details of Investor Complaints during the year 2014-151 Number of shareholders complaints received so far 212 Number of complaints resolved to the satisfaction of shareholders 213 Number of pending complaints (As on March 31,2015) NIL

The Board has designated Shri Ramakant Pilani, Executive as the Compliance Officer.

6. Share Transfer Committee

The composition, powers and functions of the Committee meets the requirements of listing Agreement. The Committee meets generally on fortnight basis. During the year under review, Committee met 5 times.S.No. Name Category Status Committee Meetings Attended1. Mr. Ramesh Punjabi Independent



Member 4


Member 4

The total numbers of pending share transfers were Nil and pending request for dematerialization was Nil as on March 31, 2015.

7. General Body Meetings and Postal Ballot

7.1 Location, date & time of Annual General Meeting (AGM) for the last 3 years are as under:Year Location Date & Time2014-26th AGM Shri Rajasthan Recreation Club Plot no. 3, J.B.Nagar,

Andheri (E) Mumbai- 400 059. September 30, 2014 at 11.00 a.m

2013-25th AGM Shri Rajasthan Recreation Club Plot no. 3, J.B.Nagar, Andheri (E) Mumbai- 400 059.

September 30, 2013 at 11.00 a.m

2012-24th AGM Shri Rajasthan Recreation Club Plot no. 3, J.B.Nagar, Andheri (E) Mumbai- 400 059.

September 29, 2012 at 11.00 a.m

7.2 Postal Ballot

For the year ended March 31, 2015, there has been no ordinary or special resolution passed by the Company’s shareholders through postal ballot.

8. Disclosures

8.1 Related Party Transaction During the year under review, besides the transactions reported elsewhere in the Annual Report, there were no

18


transactions between the Company and the Promoters, Directors or Management or relatives, etc. that had a potential conflict with the interests of the Company at large.

8.2 Statutory Compliance, Penalties and Strictures

The Company has complied with various rules and regulations prescribed by the Stock Exchange and Securities & Exchange Board of India or any other statutory authority relating to the capital market during the year under review. No penalties or structures have been imposed by them on the Company.

8.3 Accounting Treatment

The Company had followed the guidelines of accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of financial statements.

8.4 CEO/ CFO certification

The CEO Certification of the financial statements for the year is attached as a part of this Annual report.

8.5 Means of Communication

The Quarterly Un-Audited (Provisional) Results and the Annual Audited Financial results of the Company are sent to the Stock Exchange immediately after they are approved by the Board.

The Management Discussion and Analysis report is provided separately as a part of this Annual Report.

9. General Shareholder Information

9.1 Annual General Meeting

Date & Time Tuesday, 29th September, 2015 at 11.30 a.m

Venue Shri Rajasthan Recreation Club Plot no. 3, J.B.Nagar, Andheri (E) Mumbai- 400 059.

9.2 Financial Year Calendar (2015-2016) (Tentative and subject to change)Results for quarter ending June 30, 2015 By Second week of August, 2015Results for quarter ending September 30, 2015 By Second week of November, 2015Results for quarter ending December 31, 2015 By Second week of February, 2016Results for quarter ending March, 2016 By last week of May, 2016Annual General Meeting for the year ending March 31, 2016 Before September end, 2016

9.3 Book Closure Date

The Company’s Share Transfer Books and Register of Members of equity shares shall remain closed from Thursday, September 24, 2015 to Tuesday, September 29, 2015 (both days inclusive).

9.4 Stock Code(i) BSE Stock Code 500154(ii) ISIN No INE418A01016

9.5 Registrar for Demat segment

The Company has appointed Bigshare Services Private Limited having its office at E/2, Ansa Industrial Estate, Saki Vihar Road ,Saki Naka, Andheri (East), Mumbai-400 072 as Registrar for Demat Segment only.

9.6 Share Transfer System

The Company has in–house Share Department, which provides all shareholders related services. Share Transfer requests received in physical form are registered within 30 days from the date of receipt and demat requests are normally confirmed within an average period of 15 days from the date of receipt.

9.7 Dematerialization of Shares Trading in Company’s shares is permitted only in dematerialization since February 29, 2000, as per notification

19


issued by the Securities and Exchange Board of India. The Company provides facility for simultaneous transfer and dematerialization of equity shares as per the procedure prescribed by NSDL and CDSL. About 54 % of the total shares have been dematerialized as on March 31, 2015.

9.8 Share Transfer Office/ Address for correspondence :

A1/A2, Gurudatt Co-Op Hsg Soc Ltd ,J.B.Nagar Andheri (E) Mumbai- 400 059,Telephone No. 022-2839 0698/ 694Fax No. 022-2839 0715Email : rkp1@ vsnl.com

Website: http://www.ganeshgroup.com.in

9.9 Notice for change of address and mandates must reach the Company’s Share Department. In case of dematerialized shares the notices for change of address and mandates etc. should be directly sent to the concerned DPs.

9.10 Market Price Data

Month 2014-15 High (`) Low (`) Volume (Shares)

Suspended Since September 7, 2006

9.11 Distribution of Shareholding

Distribution Schedule as on March 31, 2015

No. of Equity Shares No of Shareholders % of Share holders No. of Shares % to totalUpto –2500 28704 98.82 6864292 39.64

2501 –5000 192 0.68 696483 4.02

5001-10000 73 0.26 505322 2.92

10001-20000 21 0.07 303575 1.75

20001-30000 14 0.05 334408 1.93

30001-40000 2 0.01 74490 0.43

40001-50000 8 0.03 369200 2.13

50001-100000 8 0.03 564756 3.26

100001 & Above 18 0.06 7603249 43.91

Total 28410 100 17315775 100 Distribution of Shareholding (Categorywise) as on March 31, 2015

Category No of Shareholders No. of Shares % of ShareholdingPromoters & Promoter Group 17 6107052 35.27Individuals 28100 9747145 56.29Domestic Companies 211 955195 5.52FIs ,Mutual Funds & Bank 11 269450 1.56FIIs, OCBs & NRI 71 236933 1.36TOTAL 28410 17315775 100

9.12 Outstanding GDR’s/ADR’s/Warrant’s/Convertible instruments and their impact on equity

NIL.

9.13 PLANT LOCATION

G-61/62, M.I.D.C. Industrial Area, Tarapur, Boisar, Dist. Thane - 401 506 (Maharashtra)

20


INDEPENDENT AUDITORS’ REPORT ToThe Members ofFuturistic Offshore Services & Chemical Limited

Report on the Financial statements

We have audited the accompanying financial statements of FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED (‘the Company’), which comprise the balance sheet as at 31st March 2015, 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

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation and presentation 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 misstatements. 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair

view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

b) in the case of the Profit and Loss Account, of the LOSS for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable:

1) As required by Section 143 (3) of the Act, we report that :

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the Directors as on 31st March, 2015, taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015, from being appointed as a Director in termsof Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us :

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if anyon long-term contracts including derivative contracts;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For P V DALAL & Co.Chartered Accountants

Firm Registration No.: 102049W

Paresh DalalPlace: Mumbai ProprietorDate: May 30, 2015 Membership No.: 033355

21


ANNEXURE TO INDEPENDENT AUDITORS’ REPORT The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the financial statements for the year ended 31st March, 2015, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

ii. (a) As per the information and explanations given to us, during the year under review the company has not carried out any operations hence question of physical verification of inventories does not arise.

iii. (a) The Company has taken loans / advances from parties covered in the register maintained under section 189 of the Companies Act, 2013 whose maximum balance and yearend balance is Rs.1,794.61 lacs and Rs. 1,766.16 lacs respectively.

(b) There is no overdue amount of principal loans/advances and interest, granted to Companies, firms or other parties listed in the register maintained under section 189of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory, fixed assets and sales of goods and service. However during the period under review, the Company does not have any operations.

v. The Company has not accepted any deposits from the public.

vi. According to the information and explanations given to us the Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013 are not applicable to the Company.

vii. (a) In our opinion and according to information and explanations given to us the Company is not regular in depositing undisputed statutory dues including Provident Fund, Income-tax, Sales-tax and any other

statutory dues with the appropriate authorities (See Note no. 28 (a)).

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute (See Note no. 28 (b)).

(c) The Company has incurred Cash Loss during the year under review and in the preceding financial years also. In the earlier years, Company’s net worth had been fully eroded; as a result the Company had approached to the Board of Industrial Financial Restructuring (BIFR) for protection provided under the Sick Industrial Company (Special Provisions) Act, 1985. In October, 2012 BIFR circulated Draft Rehabilitation Scheme (DRS) for inviting objections, suggestions from all the interested parties.

viii. In our opinion and according to the information and explanations given to us, the Company has not obtained any secured loans from the banks and financial institutions; hence the question of default thereof does not arise.

ix. According to the information and explanations given to us, the Company has given guarantee to one of its associate company namely Infrastructure Logistics Systems Ltd. (ILSL) for loan taken by ILSL from bank.

x. In our opinion and according to the information and explanations given to us, the Company has not obtained any term loan during the year and hence the question of commenting on the application thereof does not arise.

xi. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For P V DALAL & Co.Chartered Accountants

Firm Registration No.: 102049W

Paresh DalalPlace: Mumbai ProprietorDate: May 30, 2015 Membership No.: 033355

22


BALANCE SHEET AS AT 31ST MARCH, 2015 Amount in `

Note No. 31-Mar-15 31-Mar-14Equity and liabilitiesShareholders’ fundsShare capital 3 173,157,750 173,157,750 Reserves and surplus 4 (363,332,465) (362,056,207)

(190,174,715) (188,898,457)Non-current liabilitiesLong-term borrowings - - Trade payables - - Other long-term liabilities - - Long-term provisions - -

- - Current liabilitiesShort-term borrowings 5 164,360,948 169,908,461 Trade payables 6 58,511,655 58,066,467 Other current liabilities 7 145,854,517 146,013,783 Short-term provisions 8 2,644,950 2,644,950

371,372,070 376,633,662 TOTAL 181,197,355 187,735,205

AssetsNon-current assetsFixed assetsTangible assets 9 161,871,750 161,871,750 Intangible assets - -Capital work-in-progress 1,681,017 1,681,017 Non-current investments 10 36,000 36,000 Deferred tax assets (net) - - Long-term loans and advances 11 3,131,286 3,131,286

166,720,052 166,720,052 Current assetsCurrent investmentsInventories - - Trade receivables 12 9,434,010 10,384,010 Cash and Cash Equivalents. 13 132,022 271,559 Short-term loans and advances 14 4,911,270 10,359,583 Other current assets - -

14,477,302 21,015,152 TOTAL 181,197,355 187,735,205 Summary of Significant Accounting Policies 1 & 2

The accompanying notes are an integral part of the financial statementsAs per our report of even date For P. V. Dalal & Co. For and on behalf of the Board Chartered AccountantsFirm Registration No. 102049W

Paresh Dalal Ramakant Pilani Rishi PilaniProprietor Director Director Membership No. 033355 Place : Mumbai Date : May 30, 2015

23


STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015Amount in `

Note No. 31-Mar-15 31-Mar-14INCOME :Revenue from operations - - Other Income 3 - Total revenue (I) 3 - EXPENDITURE :Raw Material & Fuel Consumed - - Purchase of traded goods - - (Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods

- -

Employee benefits expense - - Other Expenses 15 1,079,531 1,989,484 Depreciation and amortization expense - - Financial Expenses 16 5,685 4,781

Total Expenses (II) 1,085,216 1,994,265

Earnings before Exceptional & Extra ordinary Items) (I) – (II) (1,085,213) (1,994,265)Exceptional Income(-)/Expenses(+) 17 191,045 306,035

(1,276,258) (2,300,300)Profit (Loss) for the year before Tax (1,276,258) (2,300,300)Tax expensesFor Current year’s Tax - - For Deferred Tax Asset / (Liability) - -

- - Profit/(loss) for the year from continuing operations (A) (1,276,258) (2,300,300)Discontinuing operationsProfit/(loss) before tax from discontinuing operationsTax expense of discontinuing operationsProfit/(loss) after tax from discontinuing operations (B) - - Profit/(loss) for the year (A+B) (1,276,258) (2,300,300)

Earnings per equity share [nominal value of share `10 (31 March 2014: `10]

18 17,315,775 17,315,775

Basic (0.07) (0.13)Computed on the basis of profit from continuing operationsComputed on the basis of total profit for the year (0.07) (0.13)DilutedComputed on the basis of profit from continuing operations

(0.13) (0.13)

Computed on the basis of total profit for the year (0.13) (0.13)

Summary of Significant Accounting Policies 1 & 2



24


Amount in `31-Mar-15 31-Mar-14

A) Cash Flow from Operating ActivitiesNet Profit After Extrodinary items/Prior items (1,276,258) (2,300,300)DEFERED TAX LIABILITIES W / OFF - -Net Profit Before extrodinary items (1,276,258) (2,300,300)Adjusted forDepreciation - - Accmulated depreciation on sale of Fixed Assets - - Other Income - - Interest Expenses - - Provision bad & doughtful debts - - Provision for Sundry Advance / Deposit - - Other Exceptional Iteam - Profit On OTS - -Operating Profit before Working Capital Change (1,276,258) (2,300,300)Adjusted forTrade & Other receivable 950,000 (3,567,541)Inventories - -Trade payables & provisions 445,188 5,867,168

1,395,188 2,299,627Cash generated from Operations 118,930 (673)Interest - -Net Cash from Operating activities (A) 118,930 (673)

B) Cash Flow from investing activitiesSale / (Purchase) of Fixed Assets - -Interest income - -Miscellanous Receipts - -Net Cash used in investing Activities (B) - -

C) Cash Flow Financing ActivitiesLoans repaid (258,467) -Dividend Paid - -Loans borrowed (unsecured) - 7,337Interest Expenses ( unpaid ) - -Net Cash Used Financing Activities (C) (258,467) 7,337

Net increase in Cash & Cash Equilents (A+B+C) (139,537) 6,664Cash and cash equivalents at the beginning of the year 271,559 264,895Cash and cash equivalents at the end of the year 132,022 271,559



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

25


NOTES FORMING PART OF FINANCIAL STATEMENTS

1. Basis of Accounting

The Company adopts the accrual concepts in the preparation of the accounts. The Financial statements are based on historical cost unless and otherwise stated. The accounting principles employed are generally accepted in India and materially comply with mandatory accounting standards issued by the Institute of Chartered Accountants of India.

2. Summary of Significant Accounting Policies

a. Fixed Assets and Depreciation

(i) Fixed assets is recorded at original cost of acquisition. It includes all expenses up to commissioning / putting the asset into use and is net of credits availed under modvat / cenvat scheme where applicable. The assets are capitalized when they are put to use.

(ii) Depreciation is provided on straight line in the manner and method at the rates specified under the Companies Act, 2013. The identification of “continuous process” plant for the purposes of determining the appropriate rate of depreciation, being a technical matter is based on representation made by the management. Depreciation is not be charged on lease hold land.

b. Investments

An investment quoted is stated at cost.

c. Inventories

Inventories consisting of consumable stores and spares raw materials and work-in process are valued at cost. Benefit of excise duty under modvat/cenvat Scheme is adjusted in the cost of materials. Finished goods are valued at lower of cost or determined on absorption costing basis, Stock of finished goods include stock in liquid & powder form.

d. Retirement Benefits

(i) Contribution to defined schemes such as Provident Fund shall be made monthly at a pre-determined rate and debited to profit and loss account on accrual basis.

(ii) Liability for leave encashment is recognized only on actual occurrence of the event.

e. Foreign Currency Transactions

(i) Foreign currency transactions shall be recorded at the exchange rates prevailing at the date of trans-action. Gains/Losses on the re-statement or actual realization / payment of the Foreign currency transaction, if any, are recognized in the profit & loss account of the period in which they arise.

(ii) Monetary assets and liabilities related to foreign currency transactions remaining unsettled at the end of the year are translated at year-end rates.

f. Contingent Liabilities

(i) Contingent liabilities are determined on the basis of available information.

(ii) Disputed liabilities and claims against the Company are treated as contingent liabilities.

g. Sales

When the supply of goods taken place in accordance with the terms of sales. The value is recorded as sales, inclusive of excise duty but net of trade discounts, if any. But excluding of vat.

26


NOTES FORMING PART OF THE ACCOUNTS3 Share capital

31-Mar-15`

31-Mar-14`

Authorized shares1,80,00,000 (31 March 2014: 1,80,00,000) equity shares of ` 10/- each

180,000,000

180,000,000

Issued, subscribed and fully paid-up shares1,73,15,775 (31 March 2014: 1,73,15,775) equity shares of ` 10/- each

173,157,750 173,157,750

Total 173,157,750 173,157,750

(a) Reconciliation of the Equity shares outstanding at the beginning and at the end of the reporting periodEquity Shares

31-Mar-15 31-Mar-14At the beginning of the period 17,315,775 17,315,775 Issued during the period – Bonus issue - -

Issued during the period – ESOP - - Outstanding at the end of the period 17,315,775 17,315,775

(b) Details of shareholders holding more than 5% shares in the company

Name of the shareholder 31-Mar-15 31-Mar-14

No. of Share % No. of Share %Equity shares of `10 each fully paid

Ganesh Benzoates Pvt. Ltd 1,725,650 9.97% 1,725,650 9.97%Maharashtra Tunkey Projects & Lessor Ltd 1,248,275 7.21% 1,248,275 7.21%

4 Reserves and surplus 31-Mar-15

`31-Mar-14

`Capital reserveBalance as per the last financial statements 22,540,000 22,540,000 Add: addition during the year - - Closing Balance 22,540,000 22,540,000 General reserveBalance as per the last financial statements 8,500,000 8,500,000 Less:- Adjusted against debit balance of Profit & Loss Account - - Closing Balance 8,500,000 8,500,000 Surplus/ (deficit) Balance as per last financial statements (393,096,207) (390,795,907)Loss for the year (1,276,258) (2,300,300)Less: AppropriationsTransfer to general reserve - - Total appropriations - -

(394,372,465) (393,096,207)

Total Reserves & Surplus (363,332,465) (362,056,207)

27


5 Short-term borrowings 31-Mar-15

`31-Mar-14

`

Unsecured Loans & Advances from related parties 155,916,157 161,502,323 Unsecured Loans & Advances from Others 8,444,791 8,406,138 Total 164,360,948 169,908,461

6 Trade Payable 31-Mar-15

`31-Mar-14

`Trade payables 58,511,655 58,066,467

7 Other Current Liabilities31-Mar-15

`31-Mar-14

`Other Outstanding Liability 8,827,053 8,918,053 Statutory Liabilities

Profession tax and MLWF dues 315,206 315,206 Provident fund dues 229,039 229,039 Sale Tax 118,958,509 118,958,510 Income tax dues payable 17,524,710 17,592,976

Total 145,854,517 146,013,783

8 Short Term Provisions 31-Mar-15

`31-Mar-14

`Provision for employee benefitsProvision for gratuity 2,644,950 2,644,950 Total 2,644,950 2,644,950

9 TANGIBLE ASSETS (in `) GROSS BLOCK DEPRECIATION NET BLOCK

DESCRIPTION OF ASSETS

AS AT FOR THE YEAR AS AT AS AT FOR THE YEAR AS AT AS AT AS AT

31.03.2014 ADDITIONS DEDUCTIONS 31.03.2015 31.03.2014 ADDITIONS DEDUCTIONS 31.03.2015 31.03.2015 31.03.2014

FREEHOLD LAND - - - - - - - - - -

LEASEHOLD LAND 8,999,114 - - 8,999,114 - - - - 8,999,114 8,999,114

OFFICE BUILDING - - - - - - - - - -

BUILDING 40,193,320 - - 40,193,320 23,377,542 - - 23,377,542 16,815,778 16,815,778

PLANT & MACHINERY 533,775,862 - - 533,775,862 398,073,770 - - 398,073,770 135,702,092 135,702,092

COMPUTER 2,026,160 - - 2,026,160 1,955,511 - - 1,955,511 70,648 70,648

FURNITURE , FIXTURE 2,761,117 - - 2,761,117 2,476,999 - - 2,476,999 284,118 284,118

VEHICLE 1,218,115 - - 1,218,115 1,218,115 - - 1,218,115 - -

TOTAL 588,973,688 - - 588,973,688 427,101,938 - - 427,101,938 161,871,750 161,871,750

PREVIOUS YEAR 588,973,688 - - 588,973,688 427,101,938 - - 427,101,938 161,871,750 161,871,750

28


10 Non-current investments31-Mar-15

`31-Mar-14

`

Non-trade investments (valued at cost unless stated otherwise)Investment in equity instruments (quoted) EMTEX INDUSTRIES ( INDIA ) LTD ( 1,500 Share ) 15,000 15,000 CANARA BANK ( 600 Share ) 21,000 21,000Aggregate amount of quoted investments (market value ` 2,20,800/- (31 march 2014 ` 2,32,980/- )Total 36,000 36,000

11 Long Term Loans and advances31-Mar-15

`31-Mar-14

`

Security depositUnsecured, considered good 3,131,286 3,131,286Total 3,131,286 3,131,286

12 Trade receivables31-Mar-15

`31-Mar-14

`

Unsecured, considered good unless stated otherwiseOutstanding for a period exceeding six months from the date they are due for paymentUnsecured, considered good 9,434,010 10,384,010Unsecured, considered doubtful

9,434,010 10,384,010Provision for doubtful receivables - -

9,434,010 10,384,010Other receivablesUnsecured, considered good - -Unsecured, considered doubtful - -

Provision for doubtful receivables - -Total 9,434,010 10,384,010

13 Cash and Cash Equivalents31-Mar-15

`31-Mar-14

`

Cash and Cash equivalentsBalances with banks:– On current accounts 72,857 212,394– Deposits with original maturity of less than three months 10,000 10,000Cash on hand 49,165 49,166

Total 132,022 271,559

29


14 Short Tem Loans and advances31-Mar-15

`31-Mar-14

`

Other Non Capital Loans and Advances - 7,200,000Trade advances given to sundry creditors - -Loan and advances to related partiesUnsecured, considered good 3,686,684 1,935,000Unsecured, considered Doubtful( Represent Loan to company in which director Is Interested )Other loans and advancesBalances with statutory / government authorities 1,224,586 1,224,583Total 4,911,270 10,359,583

15 Other expenses31-Mar-15

`31-Mar-14

`

SECURITY CHARGES, - 411,060LEGAL, PROFESSIONAL, CONSULTANCY AND SERVICE CHGS. 698,376 1,328,808AUDITORS REMUNERATION - AUDIT FEES 90,000 90,000PRINTING & STATIONARY 40,522 36,492POSTAGE, TELEPHONE AND AIRFREIGHT - 33,560GENERAL EXPENSES 218,633 89,564DIRECTORS SITTING FEES 32,000 -TOTAL 1,079,531 1,989,484

16 Finance costs31-Mar-15

`31-Mar-14

`

Bank charges 5,685 4,781Total 5,685 4,781

17 Exceptional items31-Mar-15

`31-Mar-14

`

Prior Period Expenses 191,045 306,035Total 191,045 306,035

30


18 Earnings per share (EPS)31-Mar-15

`31-Mar-14

`The following reflects the profit and share data used in the basic and diluted EPS computations:Total operations for the yearProfit/ (loss) after tax (1,276,258) (2,300,300)Less : dividends on convertible preference shares & tax thereonNet profit/ (loss) for calculation of basic EPS (1,276,258) (2,300,300)

Net profit as above (1,276,258) (2,300,300)Add : dividends on convertible preference shares & tax thereon - -Add : interest on bonds convertible into equity shares (net of tax) (1,276,258) (2,300,300)Net profit/ (loss) for calculation of diluted EPS (1,276,258) (2,300,300)Continuing operationsProfit/ (loss) after tax (1,276,258) (2,300,300)Less : dividends on convertible preference shares & tax thereon - -Net profit for calculation of basic EPS (1,276,258) (2,300,300)

Net profit as above (1,276,258) (2,300,300)Add : dividends on convertible preference shares & tax thereon - -Add : interest on bonds convertible into equity shares (net of tax) - -Net profit/ (loss) for calculation of diluted EPS (1,276,258) (2,300,300)

No No.Weighted average number of equity shares in calculating basic EPS 17,315,775 17,315,775Effect of dilution:Convertible preference shares - -Convertible bonds - -Stock options granted under ESOP - -Weighted average number of equity shares in calculating diluted EPS 17,315,775 17,315,775

19. Contingent Liabilities not provided for (Rs. in lacs)

Particulars 31-Mar-15 31-Mar-14Disputed claims of Central Excise Duty / Duty 33.39 33.39Income Tax. (Interest u/s 234 A/B/C & 220 of I.T. Act 1961 in this respect the company has approached to BIFR for waiver of overall interest)

526.63 526.63

Claim filed by one party against company not acknowledged as debt 379.10 379.10Claim by four co-operative banks by filing recovery suits in respect of guarantee alleged to have been given by company.

547.68 547.68

20. Following its consistent policy, the company accounts for excise duty on manufactured goods at the time of clearance from the factory, rather than in the valuation of stocks. Such excise duty liability as at March 31, 2015 is estimated at Rs. Nil. However this accounting policy has no effect on the current year loss of the company.

21. Company has availed the benefit of Sales Tax Deferral Scheme EC / 2317 & EC / 3187 of Maharashtra Government which was primarily overdue for payment and assessment for relevant years have not been made. However the same liabilities have not been assessed.

22. The Company has made loss during the year, however in absence of any taxable income as per the provision of the Income Tax Act, 1961, no provision has made in respect of Income Tax. The Company has accumulated losses up to March 31, 2015. Further in view of uncertainty of availment of tax benefit on accumulated business losses and unabsorbed depreciation, company has not recognized deferred tax assets.

31


b) Disclosure in respect of transactions with related parties (` in Lacs)

Nature of Transactions Sale of Goods

Purchase of Goods

Expenses Loan / Advance

Taken

Loan / Advance Repaid

Loan / Advance

Given

Closing Balance

(Dr)

Closing Balance

(Cr)Ganesh Benzoplast Ltd. -

---

--

18.37(58.52)

-(46.76)

5.00-

--

1539.42(1526.05)

Ganesh Medicament Pvt. Ltd --

--

--

--

--

--

--

88.53(88.53)

Agarwal Bulk Actives Pvt. Ltd --

--

--

--

--

--

--

1.30(1.30)

Ganesh Investment and Financal Technics Pvt Ltd

--

--

--

34.35-

--

--

-(19.35)

15.00-

Ravi Pilani --

--

--

--

--

14.61-

--

1.09(15.70)

Rishi Pilani --

--

--

--

-(40.00)

14.61-

--

18.66(33.27)

Note - Figures in brackets indicate previous year balance.

23. During the financial year 2014-15 the Company plant was not operated, and henc no depreciation charged.

24. The Company operates only in single segment and accordingly segment wise reporting is not applicable.

25. Balances appearing under the head of Trade Receivables, Trade Payable, Loans and Advances and Short term Borrowing are subject to confirmation.

26. There are no dues to Micro, Small and Medium Enterprises as defined under “The Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2015. This information has been determined to the extent; such parties have been identified on the basis of the information available with the Company.

27. Related Party Disclosure

a) Names of related parties and related party relationship

Related parties with whom transactions have taken place during the year

Key Management Personnel Rishi Pilani (Promoter Directors)

Raunak Pilani (Promoter Directors)

Ramakant Pilani (Promoter Directors)

Ravi Pilani (Promoter Directors)

Ramesh Pilani (Promoter Directors)

Enterprises owned or significantly influenced by key management personnel or their relatives

Ganesh Benzoplast Ltd

Ganesh Medicament Pvt Ltd

Ganesh Investment and Financal Technics Pvt Ltd

Infastructure Logistic Systems Ltd

Agarwal Bulk Actives Pvt Ltd

32


28. (a) The Company has undisputed outstanding balance of more than six months towards employer’s contribution to Provident Fund of Rs. 2.29 lacs, Income Tax dues of Rs. 175.24 lacs, Professional Tax of Rs. 3.15 lacs, Sales Tax 1189.59 lacs.

(b) Disputed liabilities of income tax / sales tax / custom duty / wealth tax / excise duty / cess have not been deposited on account of any dispute are as follows:

(` in Lacs)Particulars 31-Mar-15 31-Mar-14Disputed claims of Central Excise Duty / Duty 33.39 33.39Income Tax. (Interest u/s 234 A/B/C & 220 of I.T. Act 1961 in this respect the Company has approached to BIFR for waiver of overall interest)

526.63 526.63

29. AS 28 impairment of assets, AS 22 deferred tax has not been implemented by the company during Year the period under review.

30. The previous year’s figures have been regrouped and re-arranged wherever necessary.

FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED (CIN L24230MH1988PLC047243)Dina Building, First Floor, 53, Maharshi Karve Road,Marine Lines, Mumbai-400 002.

Folio No./DP ID/ Client ID#

No. of Equity Shares Held

I/We hereby record my/our presence at the 27th Annual General Meeting of the Company being held at Shri Rajasthan Recreation Club, J. B Nagar, Plot No. 3, Andheri(E), Mumbai-400 059 on September 29, 2015, Tuesday, at 11.30 a.m

Name of Shareholder (In Block letter)

Name of proxy/ Authorized Representatives attending* (In Block letter)

* Strike out whichever is not applicable# Applicable for Shareholders holding Shares in Dematerialized Form.

Signature of the attending Shareholder/ Proxy/Authorized Representative*

*Note: Please fill attendance slip and hand it over at the entrance of the meeting hall.

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management & Administration)Rules, 2014]

CIN: CIN L24230MH1988PLC047243Name of the Company: FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITEDRegistered Office: Dina Building, First Floor, 53,Maharshi Karve Road, Marine Lines, Mumbai-400 002.

Name of the member (s):Registered Address:Email Id:Folio No/Client Id:DP ID:

I/We being the Member (s) of ______________________ shares of the above named company, here by appoint:

1. Name:_________________________________________ Address: ______________________________________________________

E-mail Id: ________________________________________Signature:___________________________________________or failing him

2. .Name:_________________________________________ Address: ______________________________________________________

E-mail Id: ________________________________________Signature:___________________________________________or failing him

3. .Name:_________________________________________ Address: ______________________________________________________

E-mail Id: ________________________________________Signature:______________________________________________As my/our

proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27th Annual General Meeting of the Company, to be held on September 29, 2015, Tuesday, At 11.30 a.m at Shri Rajasthan Recreation Club, J. B Nagar, Plot No. 3, Andheri (E), Mumbai-400 059 and at any adjournment thereof in respect of such resolutions as are indicated below:Ordinary Resolution1 Adoption of financial statements for the year ended March 31, 2015 and the Directors’ and Auditors’ Reports thereon2 Re-appointment of Mr. Ramesh Punjabi, who retires by rotation3 Re-appointment of Mr. Ashwani Kumar, who retires by rotation4 Ratification of Appointment of M/s P V Dalal & Co. Chartered Accountants, as Statutory AuditorsSpecial Resolution5 Appointment of Mr. Ajaykumar Mataprasad Singh as an Independent Director

Signed this........................day of ............................................, 2015 Signature of Shareholder ……………………………..Signature of Proxy holder(s) …………………………Note:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than

48 hours before the commencement of the Meeting.2. For the Resolutions, Explanatory Statements and Notes, please refer to the Notice of the 27th Annual General Meeting.

ATTENDANCE SLIP



BOOK-POST

If undelivered please return to:FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED REGISTERED OFFICE:Dina Bulding, 1st Floor,53, Maharshi Karve RoadMarine Lines, Mumbai - 400 002

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