FUTUrisTic oFFshore services & chemical limiTed ANNUAL GENERAL MEETING Monday, 30th September, 2013...

FUTUrisTic oFFshore services & chemical limiTed

25th Annual Report 2012-2013

FUTUrisTic oFFshore services & chemical limiTed(Formerly Known as Ganesh Anhydride Limited)

25TH ANNUAL REPORT 2012-2013

ANNUAL GENERAL MEETINGMonday, 30th September, 2013

11.00 A.M.Shri. Rajasthan Recreation Club, Plot No. 3, J.B.Nagar, Andheri (East), Mumbai-400 059As a measures of economy, copies of the

Annual Report will not be distributed at Annual General Meeting.

Shareholders are requested to kindly bring their copy to the Meeting

CONTENTSPage

No.

Notice ...................................................... 1-3

Director’s Report ..................................... 4-5

Annexure to Director’s Report ................. 6

Management Discussion & Analysis........ 7-8

Corporate Governance Report ................ 9-13

Auditor’s Report ....................................... 14

Annexure to Auditor’s Report .................. 14-15

Balance Sheet ......................................... 16

Profit & Loss Account .............................. 17

Cash Flow Statement annexed to the Balance Sheet ......................................... 18

Note’1’ ..................................................... 19 Significant Accounting Policies

Note’2’ ..................................................... 20-21 Notes and to forming part Accounts

Note’3’ to ‘14’ ........................................... 22-24 Forming part of Balance Sheet

Note’15’ to ‘23’ ......................................... 25-27 Forming part of Profit & Loss A/c.

BOARD OF DIRECTORS

Shri. Rishi R.Pilani : ChairmanShri. Ramakant S.Pilani : DirectorShri. Ravi R.Pilani : DirectorShri. Raunak R.Pilani : Additional Director (w.e.f.19.04.2013)Shri. Ramesh D.Punjabi : Director (w.e.f. 30.01.2010)Shri. Ram Niwas Swami : Director (up to 11.12.2012)Shri. Ashiwani Kumar : Director (w.e.f. 05.08.2010)Shri. Shri Ajay Kumar Singh : Additional Director (w.e.f. 27.06.2013)Shri. Sandeep Suryakant Batavia : Additional Director (w.e.f. 27.06.2013)

BANKERSCentral Bank of India

AUDITORSP. V. Dalal & Co.,Chartered Accountants,Mumbai,

SOLICITORSM/s Ashwani Kumar Dhatwalia & Co. New Delhi

REGISTERED OFFICEDina Building 1st Floor, M. K. RoadMarine Lines (E), Mumbai- 400 002.Tel. : 022-61406006 / 6007Fax : 022-22001928.

ADMINISTRATIvE OFFICE & SHARE DEPARTMENTA1/A2 Gurudatt C.H.S., Ajit Nagar, Near Jankalyan Bank, J.B.NagarAndheri (East) Mumbai – 400 059Tel. : 022-28390698 / 694 Fax : 022-28390715

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

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NOTICENotice is hereby given that the Twenty Fifth Annual General Meeting of FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED will be held on Monday, 30th September, 2013, at 11 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 receive, consider and adopt the Audited Balance

Sheet of the Company as at 31st March, 2013 and the Profit and Loss Account for the year ended as on that date together with the Reports of the Directors and the Auditors thereon.

2. To appoint a Director in place of Shri Ramakant S.Pilani, Shri Ravi R.Pilani who retires by rotation as per Article 134 of the Articles of Association and being eligible, offers himself for re-appointment.

3. To appoint Statutory Auditors to hold the office from the conclusion of the Twenty Fifth Annual General Meeting till the conclusion of the next Annual General Meeting and fix their remuneration.

SPECIAL BUSINESS:-4. To consider and if thought fit, to pass with or without

modification(s),the following resolution as an Ordinary Resolution:

“RESOLVED THAT Shri Raunak R.Pilani who was appointed as an Additional Director of the Company by the Board of Directors with effect from 19th April,2013 and who hold office up to the date of this Annual General Meeting in terms of Section 260 of the Companies Act,1956 and in respect of whom the Company has received a notice under Section 257 of the Companies Act,1956 in writing from a member proposing his candidature for the Office of Directors, be and is hereby appointed as a Director of the Company liable to retire by rotation.

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

“RESOLVED THAT Shri Ajay Kumar Mataprasad Singh who was appointed as an Additional Director of the Company by the Board of Directors with effect from 27th June,2013 and who hold office up to the date of this Annual General Meeting in terms of Section 260 of the Companies Act,1956 and in respect of whom the Company has received a notice under section 257 of the Companies Act,1956 in writing from a member proposing his candidature for the Office of Directors, be and is hereby appointed as a Director of the Company liable to retire by rotation.

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

“RESOLVED THAT Shri Sandeep Suryakant Batavia who was appointed as an Additional Director of the Company by the Board of Directors with effect from 27th June,2013 and who hold office up to the date of this Annual General Meeting in terms of Section 260 of the Companies Act,1956 and in respect of whom

the Company has received a notice under section 257 of the Companies Act,1956 in writing from a member proposing his candidature for the Office of Directors, be and is hereby appointed as a Director of the Company liable to retire by rotation.

NOTES:-1. The relative Explanatory Statement , pursuant to

Section 173 of the Companies Act,1956 in respect of the business under Item Nos.4 ,5 and 6 are annexed hereto. The relevant details of directors seeking appointments/re-appointment under Item Nos.2 above , as required by Clause 49 of the Listing Agreements entered into with the Stock Exchanges are also annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. Proxies, in order to be effective, must be received at the Company’s Registered Office not less than 48 hours before the meeting.

3. The Register of Members and the Register of Share Transfer of the Company will remain closed from Saturday 21st September,2013 to Monday, 30th September,2013 (Both days inclusive )

4. Members are requested to bring their copy of the Annual Report along with them to the meeting.

5. Members desiring any information on the accounts are requested to send their queries to the Company’s Administrative Office at least 7 days before the Annual General Meeting, so that information can be made available at the meeting.

6. Members are requested to bring their attendance slip duly signed so as to avoid inconvenience.

7. Notice of change of address and mandates must reach the Company’s Share Department at A1/A2 Gurudatt Co-op Hsg Soc. Ltd, Near Jankalyan Bank, Aijt Nagar, J.B.Nagar, Andheri(E.),Mumbai 400 059, in respect of shares held in physical form and to their Depository Participants in respect of shares held in electronic form (Demat Account).

8. Shareholders holding shares in identical order of names in more than one Folio are requested to write to the company enclosing their share certificate to enable the Company to consolidate their holding into one Folio.

9. Members are requested to please furnish their shareholding details Containing: - Folio No, Name of Share Holder, Certificate No., Distinctive No., Total No of Share(s) Etc. together with their Specimen Signature for reconciliation and updation with Company’s Record to ensure full safety and prompt services to them.

By Order of the Board

Place: Mumbai Rishi R. PilaniDate: 12th August, 2013 Chairman

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Futuristic Offshore Services & Chemical Limited

As required by Section 173 of the Companies Act,1956 (hereinafter referred to as “the Act”) the following Explanatory Statements set out all material facts relating to the business mentioned under Item No.4,5 &6 of the accompanying Notice dated 12th August,2013

1. Item No 4 Shri Raunak R.Pilani was appointed as an additional Director of the Company With effect from 19th April, 2013 in terms of Section 260 of the Companies Act, 1956,and Article 121 of the Company’s Articles of Association, Shri.Raunak R.Pilani hold office as Directors only till the date of the forthcoming Annual General Meeting, but are eligible for appointment. Notice have been received from the members as required by Section 257 of the Act, signifying their intention to propose the candidatures of Shri.Raunak R.Pilani for the office of Director.

2. Item No 5 & 6 Shri Ajay Kumar Mataprasad Singh and Shri.Sandeep Suryakant Bhatavia was appointed as an additional Directors of the Company with effect from 27th June,2013 in terms of Section 260 of the Companies Act,1956 and Article 121 of the Company’s Articles of Association, Shri.Ajay Kumar Mataprasad Singh & Shri.Sandeep Suryakant Bhatavia hold office as Directors only till the date of the forthcoming Annual General Meeting, but are eligible for appointment. Notice have been received from the members as required by Section 257 of the Act,signifying their

intention to propose the candidatures of Shri.Ajay Kumar Mataprasad Singh & Shri.Sandeep Suryakant Bhatavia for the office of Director.

3. Shri.Raunak R.Pilani has Technical expertise Computers and IT Sectors. He has experience IT Systems Management & Technical. He hold M.Tech. in Computer Science from IIT. Shri. Raunak R. Pilani is associated with Ganesh Benzoplast Ltd and also Director of Ganesh Benzoplast Limited.

4. Shri.Ajay Kumar M. Singh hold qualification ofdegree in law (LL.B) and practicing Senior Advocate of High Court and Supreme Court. Shri.Sandeep S.Bhatavia hold qualification of Master in Law (LL.M.) and practicing as a Senior Advocate of High Court and Supreme court . The Both are having vast experience in field of legal matters related to corporate Sector.

5. The Board considers it desirable that the Company should continue to avail itself of the services of Shri.Raunak Pilani,Shri.Shri.Ajay Kumar M.Singh and Shri.Sandeep S.Bhatavia as Directors and accordingly commend the Resolutions at Item No.4,5 & 6 for approval by the Members.

6. None of the Directors other than Shri.Raunak R.Pilani,Shri.Ajay Kumar M.Singh and Shri.Sandeep S.Bhatavia are interested in the Resolution at Item No.4,5 & 6.

DetailsoftheDirectorsSeekingAppointment/Re-AppointmentattheAnnualGeneralMeeting.(inpursuanceofClause49oftheListingAgreement)

NameoftheDirector

Shri. Ramakant S.Pilani

Shri.Ravi R.Pilani

Shri. Raunak R.Pilani

Shri.Ajay Kumar Mataprasad Singh

Shri. Sandeep Suryakant Batavia

Date of Birth 21st May, 1952. 5TH December, 1983.

11th Nov, 1987 21st August,1961

Date of Appointment

28.10.2005 20.12.2003 19.04.2013 27.06.2013 27.06.2013

Expertise in Specific Functional Area

Shri Ramakant Pilani is associated with the Group Since 1974 and Looks after the Finance and administration functions of the Company.

Finance ‘IT’ systems Management & Technical

Expertise-in Legal Matters related to Corporate Sector

Expertise-in Legal Matters related to Corporate Sector

ANNExURE TO NOTICE

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NameoftheDirector

Shri. Ramakant S.Pilani

Shri.Ravi R.Pilani

Shri. Raunak R.Pilani

Shri.Ajay Kumar Mataprasad Singh

Shri. Sandeep Suryakant Batavia

Qualification B.COM B.M.S M.Tech. (Computer Science ) from IIT

B.Sc.,LL.B B.Com.,LL.M.

No. of Shares held in the Company

19550 5850 Nil Nil Nil

Other Directorships

Nil Nil 1 Nil Nil

Chairman/Members of the Board Committee of other Companies

Nil Nil 1 Nil Nil

Relations with other Director

Uncle of Shri Rishi Pilani & Shri Ravi Pilani.

Real brother of Shri Rishi Pilani & Nephew of Shri Ramakant Pilani.

Son of Shri Ramakant Pilani & Cousin brother of Shri Ravi & Rishi Pilani

— —

By Order of the Board

Rishi R. Pilani ChairmanPlace : MumbaiDate : 12th August, 2013

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DIRECTORS’ REPORTTo the Members,The Board of Directors hereby present the 25th Annual report on the business and operations of your Company and summary financial Statement for the year ended 31st March, 2013.

FINANCIAL RESULTS (Rs. In Lacs)

2012-2013 2011-2012

Gross Revenue from Operations - -

Other Income - 2.38

Profit / (Loss) Before Depreciation, Interest Taxation & Exceptional items

(21.79) (22.51)

Less: Depreciation - -

Profit / (Loss) Before Interest Taxation & Exceptional Items.

(21.79) (22.51)

Less Interest - -

Profit /(Loss) Before Exceptional items and Taxation

(21.79) (22.51)

Add Exceptional items (profit on OTS)

- 0.69

Less: 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 (21.79) (23.20)

Balance of Profit/(Loss) for earlier years

(3886.16) (3862.96)

Profit/(Loss) Available for Appropriation

(3907.95) (3886.16)

DIVIDENDYour Directors do not recommend any dividend due to loss in the year under review.

Thegrossrevenuedivisionswiseareasfollows:- (Rs.in Lacs)Division Year ended 31.3. 2013 Year ended 31.03.2012Chemical Nil Nil

The operations for the year under review has resulted in loss of Rs. (21.79) Lacks as against loss of Rs. (23.20) Lacks in previous year.

There was no manufacturing operations during the year under review.

EXPORTS

Exports for the current year are Rs. Nil as against Rs. Nil Lacks of previous year.

CAPITALRESTRUCTURING

The Company is presently registered as a Sick Industrial Company with the Board for Industrial and Financial Reconstruction (BIFR), it is finalising a rehabilitation scheme for Submission to BIFR under the provisions of Sick industrial Companies (Special Provisions) Act, 1985. The draft rehabilitation scheme outline the strategies for reduction of capital which, inter alia, includes proposal for reduction of capital to the extent of 60% of the face value in and surplus against accumulated losses; Your Directors are confident that with the implementation or Rehabilitation Scheme and with proposed capital expenditure program the Company will be in position to revives its business strongly and regain its place in the industry.

FIXED DEPOSIT

The company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and/or acceptance of Deposit Rules.

PERSONNEL AND OTHER INFORMATION

For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 as amended from time to time, the Directors state that the company does not have any employee.

(i) Who was in receipt of remuneration exceeding Rs.60,00,000/- P.A in the aggregate.

Or

(ii) Who if employed for part of the year was in receipt of remuneration for any part of that year at a rate which in the aggregate was more 500,000/-

Or

(iii) Who was in receipt of a remuneration higher than that of the Managing Director, Whole Time Director or Manager and was holding more than 2% equity shares of the Company.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGSANDOUTGO:

The information required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto.

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DIRECTORSShri Ramakant Pilani, Shri Ravi R. Pilani Directors of the Company retires by rotation in accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association and being eligible offers himself for re-appointment.Shri.Ajay Kumar M.Singh, Shri.Raunak R.Pilani & Shri.Sandeep Suryakant Bhatavia were appointed as an Additional Directors of Company.

REPORTONCORPORATEGOVERNANCEAs per Clause 49 of the Listing Agreements, a report on Corporate Governance is appended along with a certificate of compliance from the Auditors of the company, with Management Discussion and Analysis Statement.

AUDITORThe Statutory Auditors Mr. P.V.Dalal & Co, Chartered Accountant, Firm Registration No. 102049W Mumbai. the existing Auditors retire and eligible for re-appointment. They have furnished the certificate of their eligibility under section 224 (1B) of the companies act, 1956.for the appointment.

COST AUDITORAs the Manufacturing operations were closed duringthe year under review no cost audit was required to the done.CASH FLOW STATEMENTIn conformity with the provision of Clause 32 of the Listing, Agreement(s) the cash flow statement for the year ended 31st March, 2013 is annexed hereto.

Directors’ Responsibility StatementAs required under section 217(2AA) of the Companies Act, 1956 your Directors state that:-

(i) While preparing Annual Accounts, the applicable accounting standards have been followed and there

are no material departures.

(ii) The Company has selected such accounting policies and applied them consistently and made judgments that are reasonable and prudent so as to give true and fair view of the affairs of the company at the end of the financial year and of the profit and loss for the period ended on that date;

(iii) The Company has 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 Annual Accounts has been prepared on a going concern basis.

REFERENCE TO BIFRIn 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. The Operating Agency has file the Rehabilitation Scheme for its revival.

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

On Behalf of the Board of Directors

RISHI R PILANI ChairmanPlace : MumbaiDate : 12th August, 2013

DECLARATION BY CEO/CFOI,Ramakant Pilani CEO of Fututistic Offshore Services & Chemical Limited as required by Clause 49 of the Listing Agreement executed by the Bombay Stock Exchange Limited .I hereby declare that all the members of the Board of Directors have affirmed compliance with the Code of Conduct and ethics, for the year ended March 31, 2013.

For Futuristic Offshore Services and Chemical Limited

Place: Mumbai Ramakant PilaniDate: 12th August, 2013 Chief Executive Officer

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ANNExURE TO THE DIRECTORS’ REPORTStatement pursuant to section 217(1)(e) of the Companies Act,1956, and the Companies (Disclosure of particulars in the Report of the Board of Directors Rules, 1988 and forming part of the Director’s Report for the year ended 31.03.2013.)

A. CONSERVATIONOFENERGY In absence of the operation there is no energy consumption during the year under review.

B. TECHNOLOGYABSOORPTION.ASDOPTIONANDINNOVATION The entire Net worth of the Company has been fully eroded as accumulated losses of the company exceeds Equity

& Reserve. Company sought registration under section 15(1) of SICA (sp) Act,1985. Company is not having any operations.

C. FOREIGNEXCHANGEEARNINGANDOUTGOINGS Total foreign exchange our going for import of raw materials and other is Rs. Nil (Previous year Nil ) Foreign exchange

earnings during the year are Nil. (Previous year Nil ), since there is no operation during the year under review.

For and on behalf of the Board

Rishi R.Pilani ChairmanPlace: MumbaiDate: 12th August, 2013.

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Industry structure and developments

Business of the Company

The business of the company is manufacturing and marketing of specialised chemical Maleic Anhydride, and down stream products such as Fumaric Acid, Tetra Hydrophthalic Anhydride, Tetrahydro phthalimide, (THPA/THPI).

MANAGEMENT DISCUSSION AND ANALYSIS

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.

Main segments

Products Applications

MALEIC 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 Coatings

In Organic synthesis as well as in Printing Inks

Modifier 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 Threats

Some 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 the slowdown in the economy and other difficulties faced by the Company shortly. The Company is looking at different options to resume operation of factory.

PERFORMANCEReviewofoperationsThere were no manufacturing operations during the year under review or in the previous year.

Outlook

The Chemical Division is expected to perform better due to improvement in the economy. Various options are being pursued to bring back the operations of the company to profitable levels.

Risks and concerns

The 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 operationalperformanceThere was no Manufacturing operations during the year under review.

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The working for the year has resulted in net loss of Rs. (21.79) Lacs as against net loss of Rs. (23.20) Lacs in the previous year.

The Company’s Ordinary share capital stands at Rs.1731.58 Lacs and there are no outstanding instruments which are convertible into equity at a later date.

Internal Control System

No 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 flow up actions would be reported to the Audit committee.

Financial Condition

Share Capital

Issued subscribed and paid up capital as at 31st March, 2013 was Rs.1731.58 lacs (Rs.1731.58 lacs in the previous year.)

Reserves and Surplus

In view of uncertainty of a ailment of tax benefit on accumulated business losses and unabsorbed depreciations, company has not recognized deferred tax liabilities/assets. As at March 31, 2013 Reserves and Surplus amounted to Rs. (3,597.56) lacs Rs. (3,575.77) lacs in the previous year.

NON-CURRENT LIABILITIES

The loan funds stood at Rs Nil as at March 31, 2013 Rs. Nil in the previous year.

Deferred tax Assets/ Liability provision outstanding as at March 31, 2013. Rs. Nil (previous year Rs. Nil (see 4 of note no. 2)

CURRENT LIABILITIESNet Fixed Assets including capital work in progress as at March 31, 2013 are Rs. 3,707.59 lacs (Rs. 3,685.03 lacs as at March 31, 2012)

NON CURRENT ASSETSTotal amount of investment as at March 31, 2012 stood at to Rs.1,667.20 lacs to (Rs.1,667.20 lacs as at March 31, 2013.

CURRENT ASSETSNet Current Assets stood at to Rs 174.41 lacs as at March 31, 2013 from Rs. 173.64 lacs as at March 31, 2012.

Human Resources / Industrial Relations

The 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.

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CORPORATE GOvERNANCE REPORTThe 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’sPhilosophyonCodeofGovernance The Company is committed to respect the laws of the land and rights of the shareholders, 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. It strives to get respect from all concerned, adopt internal and external measures to increase the level of transparency and accountability. The company has configured organization and actions to achieve improved corporate performance.

2. BoardofDirectors The Board of Directors manages the Company. The Board of Directors has optimum composition of Executive and non-

executive Directors, of diverse professional experience and expertise in the related field and Industry. The constitution of the Board during the year was from following Directors:

Sr. No.

NameofDirector Category No. Board MeetingAttended

No.ofDirectorshipofotherLimited

Companies

No.ofMembership in other Committee

1 Shri Rishi R.Pilani Chairman Executive 5 1 3

2 Shri Ramakant S. Pilani Promoter Director Executive 5 Nil Nil

3 Shri Ravi R. Pilani Promoter Director Executive 5 Nil Nil

4 Shri Raunak R.Pilani(w.e.f 19.04.2013 )

Promoter DirectorNon Executive Nil 1 1

5 Shri Ramesh D.Punjabi (Wef 30.01.2010)

Non Eexcutive(Independent Director) 5 Nil Nil

6 Shri Ram Niwas Swami (Up to 11.12.2012)


7 Shri Ashwani Kumar (w.e.f. 050.08.2010)


8 Shri Ajay Kumar Mataprasad Singh

Non Eexcutive(Independent Director) Nil Nil Nil

9 Shri Sandeep Suryakant Batavia

Non Executive (Independent Director) Nil Nil Nil

During the year under review, five Meetings of the Board of Directors were held on 14.05.2012, 14.08.2012, 28.08.2012, 30.10.2012, 13.02.2013. during the year

3. Audit Committee The composition, powers and functions of the Committee meets the requirements of listing Agreement. The Committee

meetings were held on 14.05.2012, 14.08.2012, 28.08.2012, 30.10.2012, 13.02.2013.

The composition of the Audit Committee is as under:-

Sr.No.

NameofDirector Category Position MeetingAttended

1 Shri Ramesh D. Punjabi (w.e.f. 30.01.2010) Non Executive Independent Chairman 5

2 Shri Rishi R. Pilani Promoter DirectorNon Executive

Member 5

3 Shri Ram Niwas Swami (up to 11.12.2012) Non Executive (Independent) Director 4

4 Shri Ashiwani Kumar Dhatwalia (w.e.f. 11.12.2012) Non Executive (Independent) Director 1

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The composition of the Committee meets the stipulations for corporate governance. The functions of the Committee covers the matters specified for Audit Committee under Clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956 such as the following:

• Review the Company’s financial reporting process and the disclosure of its financial information.

• Review the quarterly and annual financial statements with primary focus on accounting policies and practices, compliance with accounting standards and legal requirements.

• Recommend the appointment and removal of statutory auditors, fixation of audit fee and approve payment for other services.

4. Investors’GrievanceCommittee 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 14.05.2012, 14.08.2012, 30.10.2012, and 13.02.2013. It comprises Executive and Non Executive Directors as under:

Sr. No.


1 Shri Ramesh D.Punjabi (w.e.f. 30.01.2010) Non Executive Independent Chairman 4

2 Shri Rishi R. Pilani Promoter DirectorNon Executive

Member 4

3 Shri Ram Niwas Swami (up to 11.12.2013 ) Non Executive (Independent) Member 3

4 Shri Ashiwani Kumar Dhatwalia (w.e.f. 11.12.2012) Non Executive (Independent) Director 1

The total number of complaints received and replied to the satisfaction of the shareholders during the year ended 31.03.2013 were 26.

No complaints were pending as on 31.03.2013.

The total numbers of pending share transfers were Nil and pending request for dematerialization were Nil as on 31.03.2013.

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

5. ShareTransferCommittee 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 12 times according to volume of share transfer.

Sr. No.


1. Shri Ramesh D.Punjabi (w.e.f. 30.01.2010) Non Executive Independent Chairman 42. Shri Ramakant S. Pilani Promoter Executive Member 43. Shri Rishi R. Pilani Promoter Executive Member 4

6. GeneralBodyMeetings Details of last three Annual General Meetings of the Company are as follows:

Meeting Day, Date and Time Venue22nd AGM Tuesday, 30th November, 2010 at 11.00 a.m. Panchayat Seva Trust, Shree Satyanarayan Goenka

Bhavan, 87 J. B. Nagar, Andheri (East), Mumbai- 400 059.23rd AGM Friday, 30th September, 2011 at 11.00 a.m. Shri Rajastan Recreation Club, Plot No. 3, J.B.Nagar,

Andheri (East), Mumbai- 400 059.24th AGM Saturday, 29th September, 2012 at 10.00 a.m. Shri Rajastan Recreation Club, Plot No. 3, J.B.Nagar,

Andheri (East), Mumbai- 400 059. No Special resolution was put through, postal ballot at the last Annual General Meeting nor is any item proposed

for this year.

11


7. Disclosures Detailsofrelatedpartytransaction:- There are no material transactions with related parties that require separate disclosures. A list of related party transaction

as required by the accounting standards (AS) 18 issued by the Institute of Chartered Accountants of India, forms part of Note 2 to the accounts at No. 8. These transactions do not have any potential conflict with the interest of the company at large.

PecuniaryrelationshiportransactionoftheNon-ExecutiveDirector:- There is no material peculiarly transaction with any Non- Executive as well as Independent Directors of the company

that requires a separate disclosure.

• Detailsontheuseofproceedsfrompublicissues,rightissues,preferentialissuesetc:-

• No funds have been raised through issue of equity or debt in the form of public or rights or preferential issues during the year under review.

DisclosureofAccountingTransactions:-

• The company has followed all mandatory accounting standards.

DetailsofNon-complianceetc:- 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. MeansofCommunication The Company has reported all material information’s including quarterly financial results, press release issued by the

Company, etc. to all Stock Exchanges where the securities of the Company are listed.Management provides analysis of the operations of the Company that forms part of the Annual Report.

9. GeneralShareholderInformation:- Detailed information is provided in Shareholders’ information section as also in other contents of the Annual report.

SHAREHOLDERS’ INFORMATION SECTION (i) RegisteredOffice: Dina Building , 1st Floor, M.K.Road, Marinelines (E) Mumbai- 400 002.

(ii) AnnualGeneralMeeting: Monday, 30th September, 2013 at 11 A.M. at Shri Rajastan Recreation Club, Plot No. 3, J.B.Nagar, Andheri (East), Mumbai- 400 059.

(iii) Financial Calendar : 2013-2014 (tentative)

(i) 1st Quarter Results : Second Week of August, 2013

2nd Quarter Results : Last week of October, 2013.

3nd Quarter Results : Last week of January, 2014.

4th Quarter Results : Last week of May, 2014.

Annual General Meeting : before : end September, 2014.

(iv) DateofbookClosure: The Register of Members and the Register of Share Transfers of the Company will remain closed from Saturday 21st September,2013 to Monday, 30th September,2013 (Both days Inclusive)

(v) Registrar for demat segment: TheCompanyhasappointedBigShareServicesLimitedhavingitsofficeatE/2,AnsaIndustrialEstate,SakiViharRoad,SakiNaka,Andheri-East,Mumbai-400072asRegistrarfordemat segments .

(vi) 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.

(vii) DematerializationofShares: Trading in Company’s shares is permitted only in dematerialization since February 29, .2000, as per notification issued by the Securities and Exchange Board of India. The Company provides

12


facility for simultaneous transfer and dematerialization of equity shares as per the procedure prescribed by NSDL and CDSL. About 52.35% of the total shares have been dematerialized as on March 31, 2013.

(viii) Share Transfer Office/ Address for correspondence : A1/A2, Gurudatt CO-OP HSG Soc Ltd ,J.B.Nagar Andheri (E) Mumbai- 400 059, Telephone No.28390698/ 694 Fax No.28390715, Email Address :rkp1@ vsnl.com Website:http://www.ganeshgroup.com.in

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

(x) ListingonStockExchange: At the Mumbai, Stock Exchange

(xi) BSE Stock Code: 500154

(xii) ISIN No.: INE418A01016

(xiii) StockMarketData: Monthly high and low quotations as well as the volume of shares traded at Mumbai Stock Exchange for 20012- 2013 are:

Month2012-13

High(Rs.)

Low(Rs.)

Volume(Shares)

Suspended since 7th September 2006 Nil Nil Nil

(xiv)DistributionScheduleason31.03.2013

No.ofEquityShares Shareholders No.ofSharesNumber %ofHolders Number %ofShares

Upto – 2500 21779 76.74 2880366 16.632501 –5000 4022 14.17 1612953 9.325001- 10000 1574 5.55 1302948 7.5210001-20000 559 1.97 865565 5.0020001-30000 164 0.58 417393 2.4130001-40000 69 0.24 241529 1.3940001-50000 53 0.19 255951 1.4850001-100000 83 0.29 584567 3.38100001 & Above 77 0.27 9154503 52.87*Total 28380 100.00 17315775 100.00

(xv) CategoriesofShareholdersason31.03.2013

Category 31.03.2013%ofShareholding No.ofShares

Promoters 35.27 6107052Individuals 56.96 9689840Domestic Companies 5. 64 976300FIs, Mutual Funds & Bank 1.55 269450FIIs, OCBs & NRI 1. 58 273133*TOTAL 100.00 17315775

13


AUDITOR’S CERTIFICATE ON CORPORATE GOvERNANCE

To,TheMembersofFuturisticOffshoreServices&ChemicalLimited.I have examined the Compliance of conditions of Corporate Governance by Futuristic Offshore Services & Chemical Limited, for the year ended 31st March, 2013 as stipulated in clause 49 of the Listing Agreement of the Stock Exchange of India.

The Compliance of conditions of Corporate, Governance is the responsibility of the Management. My examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In my opinion and to the best of my information and according to the explanation given to me, I report as under:

I certify that the Company has complied with the conditions of corporate Governance as stipulated in the above mentioned Listing Agreement in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

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

For P.V. DALAL & CO. Chartered Accountants Firm Registration No.: 102049W Paresh Dalal Proprietor Membership No.033355Place: MumbaiDate: 30th May, 2013

14


INDEPENDENT AUDITORS’ REPORT

ToThe Members ofFuturistic Offshore Services & Chemical Ltd.We have audited the accompanying financial statements of FUTURISTIC OFFSHORE SERVICES & CHEMICAL LTD. which comprise the Balance Sheet as at March 31, 2013, and the statement of Profit and Loss for the year then ended, and a summary of Significant Accounting Policies and other explanatory information

ManagementresponsibilityfortheFinancialStatementsManagement is responsible for the preparations of these statements that give a true and fair view of the financial positions, financial performance of the company in accordance with the Accounting Standards, referred to in sub section (3C) of section 211 of the Companies Act 1956 (The Act).This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation 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 responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from misstatement. 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 on the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair representation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that audit evidence we have obtained is sufficient and appropriate to provide basis for our audit opinion.

OpinionIn 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 affairs of the Company as at March 31,2013;

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

(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 Requirements1. As required by the Companies (Auditor’s Report) Order,

2003 (The Order) issued by the Central Government of India in terms of sub-section (4A)of section 227 of the Act, we give in the statement on the matters specified in the paragraphs 4 and 5 of the Order

2. As required by section 227(3)of the Act, we report thata. we have obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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 dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act,1956

e. on the basis of written representations received from the directors as on March 31,2013,and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause(g) of sub-section (1)of section 274 of the Companies Act,1956

f. since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section prescribing the manner in which such cess has to be paid, no cess is due and payable by the Company.

For P.V. DALAL & CO. Chartered Accountants Firm Registration No.: 102049W Paresh DalalPlace : Mumbai ProprietorDate : May 30, 2013 Membership No.033355

ANNExURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EvEN DATE TO THE MEMBERS OF FUTURISTIC OFFSHORE SERvICES & CHEMICAL LTD.1. In respect of its fixed assets:

a. On the basis of available information the Company has maintained proper records

15


showing full particulars including quantitative details and situation of fixed assets.

b. As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed off fixed assets during the year.

2. In respect of its inventories:

As per the information and explanations given to us, during the year under review the company has not carried out any operations and inventory.

3. (a) The Company has taken loans / advances from parties covered in the register maintained under section 301 of the Act whose maximum balance and year end balance is Rs.1,817.51 lacs and Rs. 1,746.74 lacs repectively.

(b) There is no stipulation as the rate of interest, repayment or other terms and conditions of loan / advances taken by the company from or to parties covered under register maintained under section 301 of the act. We are unable to comment on the regularity of the repayment of principal, payment of interest and overdue amount.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods. However during the period under review company does not have any operations.

5. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.’

6. According to the information and explanations give to us the Company has not accepted any deposits from the public during the year.

7. The Central Government has prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of certain manufacturing activities of the Company and records have not been made and maintained as company has been not operated during the year under review.

8. 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, Investor Education and Protection Fund, Income-tax, Sales-tax and any other statutory dues with the appropriate authorities (see note no 10(a) of note 2) and disputed liabilities of income tax /

sales tax / cess have not been deposited (see note no 10(b) of note 2)

9. The company has incurred cash Loss during the year under review. In the preceding financial year company has incurred cash losses. As over all in the earlier years Company 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. BIFR has passed its order as evident from the records of the company and instructed State Bank of India (SBI) to submit viability report, which has been duly submitted.

10. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

11. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/ society. Therefore, clause 4(xiii) of the Companies (Auditor’s Report) Order 2003 is not applicable to the Company.

12. The company is not dealing or trading in shares, securities, debentures and other investments. All the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

13. According to the information and explanations given to us company has not given any guarantee for loans taken by others from bank or financial institutions during the year to any other party.

14. The Company has not raised any new term loans from financial institutions and/or banks during the year.

15. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not raised any short term and/or long term funds from banks and/or financial institutions.

16. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

17. The Company has not raised any money by way of public issue during the year.

18. In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, which causes the financial statements to be materially misstated.

For P.V. DALAL & CO. Chartered Accountants Firm Registration No.: 102049W Paresh DalalPlace : Mumbai ProprietorDate : May 30, 2013 Membership No.033355

16


BALANCE SHEET AS AT 31ST MACRH, 2013 Amount in `

Notes As At31-Mar-13

As At31-Mar-12

Equity and liabilitiesShareholders’fundsShare capital 3 173,157,750 173,157,750 Reserves and surplus 4 (359,755,907) (357,576,561)

(186,598,157) (184,418,811)Non-current liabilitiesLong-term borrowings - - Trade payables - - Other long-term liabilities - - Long-term provisions - -

- - Current liabilitiesShort-term borrowings 5 169,901,124 166,984,901 Trade payables 6 52,312,438 52,242,938 Other current liabilities 7 145,900,643 146,630,103 Short-term provisions 8 2,644,950 2,644,950

370,759,156 368,502,893 TOTAL 184,160,999 184,084,082

AssetsNon-current assetsFixed assetsTangible assets 9 161,871,750 161,871,750 InTangible assetsCapital 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 10,384,010 10,384,010 Cash and Cash Equivalents. 13 264,895 236,763 Short-term loans and advances 14 6,792,042 6,743,257 Other current assets - -

17,440,947 17,364,030

TOTAL 184,160,999 184,084,082 Accounting policies 1Notes to Accounts 2As per our report of even dateFor P.V. DALAL & CO.Chartered AccountantsFirm Regn. No. 102049Wsd/-Paresh Dalal(proprietor)Membership no.: 033355Place: MumbaiDate: May 30, 2013

For and on behalf of the BoardRamakant PilaniDirectorRishi PilaniDirectorRavi PilaniDirector

17


THE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2013Notes 2012-13

`2011-12

`

Continuing operationsINCOMERevenue from operations 15 - - Other income 16 - 238,077 Total revenue (I) - 238,077

ExpensesRaw Material & Fuel Consumed 17 - - Purchase of traded goods - - (Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods 18 - -

Employee benefits expense 19 - - Other Expenses 20 2,179,015 1,970,811 Depreciation and amortization expense - - Financial Expenses 21 331 518,390 TotalExpenses(II) 2,179,346 2,489,201

EarningsbeforeExceptional&ExtraordinaryIteam) (I) – (II) (2,179,346) (2,251,124)

Exceptional Income(-)/Expenses(+) 22 - 69,091 - 69,091

Profit (Loss) for the year before Tax (2,179,346) (2,320,215)Taxexpenses For Current year's Tax - - For Deferred Tax Asset / (Liability) - -

- -Profit/(loss)fortheyearfromcontinuing operations (A) (2,179,346) (2,320,215)

Discontinuing operationsProfit/(loss) before tax from discontinuing operationsTaxexpenseofdiscontinuingoperationsProfit/(loss)aftertaxfromdiscontinuingoperations(B) - -Profit/(loss)fortheyear(A+B) (2,179,346) (2,320,215)

Earnings per equity share [nominal value of share `1 (31 March 2013: `1] 23 17,315,775 17,315,775

Basic (0.13) (0.13)Computed on the basis of profit from continuing operationsComputed on the basis of total profit for the year (0.13) (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)Accounting policies 1Notes to Accounts 2As per our report of even dateFor P.V. DALAL & CO.Chartered AccountantsFirm Regn. No. 102049Wsd/-Paresh Dalal(proprietor)Membership no.: 033355Place: MumbaiDate: May 30, 2013


18


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 2013(PursuanttothelistingagreementofStockExchange)

Year Ended Year Ended31st March, 2013 31st March, 2012Rupees Rupees Rupees Rupees

A) CashFlowfromOperatingActivitiesNet Profit After Extrodinary items/Prior items (2,179,346) (2,320,215)DEFERED TAX LIABILITIES W / OFF 0 0

0 0 Net Profit Before extrodinary items (2,179,346) (2,320,215)Adjusted for Depreciation 0 0 Other Income 0 (238,077)Interest Expenses 0 0 Other Exceptional Iteam - Profit On OTS 0 0

0 (238,077)OperatingProfitbeforeWorkingCapitalChange (2,179,346) (2,558,292)Adjusted for Trade & Other receivable (48,785) (4,924,158)Inventories 0 0 Trade payables & provisions (659,960) (708,745) (1,012,884) (5,937,042)Cash generated from Operations (2,888,091) (8,495,334)Interest 0 0 NetCashfromOperatingactivities........A (2,888,091) (8,495,334)

B) CashFlowfrominvestingactivitiesSale / (Purchase) of Fixed Assets 0 0 Interest income 0 237,540 Miscellanous Receipts 0 537 Net Cash used in investing Activities.....B 0 238,077

C) Cash Flow Financing ActivitiesLoans borrowed (secured repaid ) 0 0 Dividend Paid 0 0 Loans borrowed (unsecured) 2,916,223 (930,082)Interest Expenses (unpaid) 0 0 Net Cash Used Financing Activities .....C 2,916,223 (930,082)NetincreaseinCash&CashEquivalents(A+B+C) 28,132 (9,187,339)Cash and cash equivalent as at 1st April 236,763 9,424,101 Cash and cash equivalent as at 31st March 264,895 236,763

As per our report of even dateFor P.V. DALAL & CO.Chartered AccountantsFirm Regn. No. 102049Wsd/-Paresh Dalal(proprietor)Membership no.: 033355Place: MumbaiDate: May 30, 2013


19


NOTE NO. - 1SIGNIFICANTACCOUNTINGPOLICIES:-

1. BasisofAccounting.

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. FixedAssetsandDepreciation.

(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, 1956. 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.

3. Investments.

An investment quoted is stated at cost.

4. 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.

5. RetirementBenefits.

(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.

6. Foreign Currency Transactions.

(i) Foreign currency transactions shall be recorded at the exchange rates prevailing at the date of transaction. 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.

7. 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.

8. 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.

20


2012-2013 2011-2012 Rs.in Lacs Rs.in Lacs

NOTE NO. -2

NOTESTOANDFORMINGPARTOFTHEACCOUNTS1. CONTINGENTLIABILITIESNOTPROVIDEDFOR:- a. Disputed claims of Central Excise Duty / Duty Draw Back. 33.39 33.39 b. Income Tax (Interest u/s 234 A/B/C & 220 of 226.63 226.63

I.T. Act 1961 in this respect the company has approached to BIFR for waiver of overall interest)

c. Claim filed by one party against company not acknowledged as debt 379.10 379.10 d. Claim by four co-operative banks by filing recovery suits in 547.68 547.68

respect of guarantee alleged to have been given by company.2 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, 2013 is estimated at Rs. Nil. However this accounting policy has no effect on the current year loss of the company.

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

4. 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, 2013. Further in view of uncertainty of availment of tax benefit on accumulated business losses and unabsorbed depreciation, company has not recognized deferred tax assets.

5. During the financial year 2012-13 the company plant was not operated.6. The Company operates only in single segment and accordingly segment wise reporting is not applicable.7. Balances Appearing under the head of Trade Receivables, Trade Payable, Loans and Advances and Short term

Borrowing are subject to confirmation.8. Related Parties Disclosures1. ListofRelatedParties a) Associated Company b) Directors GaneshBenzoplastLimited Mr.RamakantS.Pilani Ganesh Medicament Pvt .Ltd. Mr. Rishi R. Pilani Agarwal Bulkactives Pvt. Ltd. Mr. Ravi R. Pilani Ganesh Investment & Finance Techniques P. Ltd Relatives Mrs. Sushila Pilani

RelatedPartyDisclosure-Disclosureinrespectoftransactionswithrelatedparties(Rs.InLacs)

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. -

---

--

43.81(48.76)

--

103.30(60.36)

--

1514.28(1573.77)

Ganesh Medicament Pvt. Ltd --

--

--

--

--

--

--

88.53(88.53)

Agarwal Bulkactives Pvt. Ltd --

--

--

--

--

--

--

1.30(1.30)

Ganesh Investment & finance Techniques P. Ltd

- --

--

--

--

-(19.35)

19.35(19.35)

--

Ravi Pilani --

--

--

30.00-

-(9.95)

14.35-

--

15.70(0.05)

Rishi Pilani --

--

--

-(12.25)

--

--

--

73.27(73.27)

Sushila Pilani - - - 73.00 - - - 73.00- - - - - - - -

21


9. DetailsofduestoMicro,SmallandMediumEnterprisesasperMSMEDAct,20062012-2013 2011-2012

The principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier as at the end of each accounting year - -The amount of interest paid by the buyer in terms of section 16, of the Micro Small and Medium Enterprise Development Act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year - -The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under Micro Small and Medium Enterprise Development Act, 2006.the amount of interest accrued and remaining unpaid at the end of each accounting year; and - -The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro Small and Medium Enterprise Development Act, 2006 - -

10. (a) The company has undisputed outstanding balance of more than six months towards employer’s contribution to Provident Fund of Rs. 2.29 lakhs, Income Tax dues of Rs. 173.36 lakhs, Professional Tax of Rs. 2.97 lakhs, Sales Tax 1188.70 lakhs.

(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:

Income taxAct, 1961

Income tax 8.83 lacs A.Y. 2000-01u/s 271 (1) (c)

Commissioner Of Income Tax

11. Accounting Standards (AS) issued by The Institute of Chartered Accountants of India regarding retirement benefits AS 15, company has not obtained actuarial valuation in terms of said accounting standard, AS 28 impairment of assets, AS 22 deferred tax has not been implemented by the company during Year under review.

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

22


NOTES FORMING PART OF THE ACCOUNTS

31-Mar-13 31-Mar-12Rs. Rs.

3 Share capital Authorized shares1,80,00,000 (31 March 2012: 1,80,00,000) equity shares of Rs.10/- each

180,000,000 180,000,000 Issued,subscribedandfullypaid-upshares1,73,15,775 (31 March 2012: 1,73,15,775) equity shares of Rs.10/- each

173,157,750 173,157,750

Share Forfeiture Account Total 173,157,750 173,157,750

(a) ReconciliationoftheEquitysharesoutstandingatthebeginningandattheendofthereportingperiod

31-Mar-13 31-Mar-12Rs. Rs.

At 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) Detailsofshareholdersholdingmorethan5%sharesinthecompanyNameoftheshareholder As at 31 March 2013 As at 31 March 2012

No.ofShare % No.ofShare %Equity shares of `10 each fully paidGanesh 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%

2,973,925 2,973,925

31-Mar-13 31-Mar-12Rs. Rs.

4 Reserves and surplus 1. Capital reserve Balance 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 2. Generalreserve Balance 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 3. Surplus/(deficit) Balance as per last financial statements (388,616,561) (386,296,346) Loss for the year (2,179,346) (2,320,215) Less: Appropriations Transfer to general reserve - - Total appropriations - -

(390,795,907) (388,616,561)Total=(1+2+3) (359,755,907) (357,576,561)

23


31-Mar-13 31-Mar-12Rs. Rs.

5 Short-term borrowings Un Secured Loans & Advances from Associates & Director's (See 8 Of note no 2 )

167,626,124 164,709,901

Un Secured Loans & Advances from Other's (See 7 Of note No. 2) 2,275,000 2,275,000

Total 169,901,124 166,984,901

6 Trade Payable Trade payables (See 7 & 9 of Note No. 2) Total 52,312,438 52,242,938

7 Other Current LiabilitiesOther Outstanding Liability 8,834,076 8,987,576 Statutory Liabilities

Profession tax and MLWF dues 315,206 905,951 Provident fund dues 229,039 229,039 Sale Tax 118,958,510 118,958,510 TDS and Income tax dues payable 17,563,813 17,549,028 Excise Duty - -

Total 145,900,643 146,630,103 8 Short Term Provisions

ProvisionforemployeebenefitsProvision for gratuity 2,644,950 2,644,950

Total 2,644,950 2,644,950

9. Tangible Assets

DISCRIPTION OF ASSETS

GROSSBLOCK DEPRECIATION NET BLOCK

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

31.03.2012 ADDITIONS DEDUCTIONS 31.03.2013 31.03.2012 ADDITIONS DEDUCTIONS 31.03.2013 31.03.2013 31.03.2012 LEASEHOLD LAND 8,999,114 - - 8,999,114 - - - - 8,999,114 8,999,114

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

10 Non-current investments 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 21,000 Aggregate amount of quoted investments (market value Rs.2,32,980/- (31 March 2012 Rs.2,89,065/- )

Total 36,000 36,000

24


31-Mar-13 31-Mar-12Rs. Rs.

11 Long Term Loans and advances Security depositUnsecured, considered good 3,131,286 3,131,286

Total 3,131,286 3,131,286

12 Trade receivables Unsecured, considered good unless stated otherwiseOutstandingforaperiodexceedingsixmonthsfromthedatetheyaredueforpaymentUnsecured, considered good 10,384,010 10,384,010 Unsecured, considered doubtful - -

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

10,384,010 10,384,010 Other receivablesUnsecured, considered goodDoubtful

- - Provision for doubtful receivables - -

Total 10,384,010 10,384,010

13 Cash and Cash EquivalentsBalances with banks:– On current accounts 215,729 207,597 – Deposits with Bank 10,000 10,000 Cash on hand 39,166 19,166

Total 264,895 236,763

14 Short Tem Loans and advances Other Non Capital Loans and Advances 3,200,000 3,200,000 Trade advances given to sundry creditors 432,459 383,674 Loan and advances to related partiesUnsecured, considered good (See & of note no.2). 1,935,000 1,935,000 Unsecured, considered Doubtful - -(Represent Loan to company in which director Is Interested)Other loans and advancesBalances with statutory / government authorities 1,224,583 1,224,583

Total 6,792,042 6,743,257

25


2012-13 2011-12Rs. Rs.

15 RevenuefromoperationsRevenuefromoperationsSale of Finished goods - - Revenuefromoperations(gross) - - Less: Excise duty - - Revenuefromoperations(net) - -

16 Other incomeInterest income on Bank deposits - 237,540 Other misc income - - Sundry Balance Written Back - 537

Total - 238,077

17 Costofrawmaterialandcomponentsconsumed Inventory at the beginning of the year - - Add: Purchases - -

- - Less: inventory at the end of the year - -

Total - -

18 (Increase)/decreaseininventoriesInventories at the beginning of the yearWork-in-progress - - Finished goods -

- - Inventories at the end of the yearWork-in-progress - - Finished goods - -

- - Total - -

19 EmployeebenefitsexpenseSalaries, wages and bonus - -

Total - -

20 OtherexpensesManufacturingoverheadsPower, fuel & water charges - - Security charges, 669,760 567,423

Sub Total (A) 669,760 567,423

26


2012-13 2011-12Rs. Rs.

ADMINISTARATIVE,SELLING&DISTRIBUTIONSEXPENSESLegal,professional, consultancy and service chgs. 1,097,248 1,083,388 Auditors remuneration - audit fees 90,000 120,000 Printing & stationary 51,563 48,038 Postage, telephone and airfreight 18,256 4,429 Repairs & maintenance (admin) - 11,030 General expenses 50,035 423 Stock exchange listing fees 136,153 136,080 Directors sitting fees 66,000 -

Sub Total (B) 1,509,255 1,403,388 TOTAL(A+B) 2,179,015 1,970,811

21 Finance costsBank charges 331 518,390

Total 331 518,390

22 ExceptionalitemsPrior Periof Expenses - 69,091

Total - 69,091

23 Earnings per share (EPS)The following reflects the profit and share data used in the basic and diluted EPS computations:TotaloperationsfortheyearProfit/ (loss) after tax (2,179,346) (2,320,215)Less:dividendsonconvertiblepreferenceshares&taxthereon Netprofit/(loss)forcalculationofbasicEPS (2,179,346) (2,320,215)Net profit as above (2,179,346) (2,320,215)Add:dividendsonconvertiblepreferenceshares&taxthereon

- -

Add : interest on bonds convertible into equity shares (net of tax) - - Netprofit/(loss)forcalculationofdilutedEPS (2,179,346) (2,320,215)Continuing operationsProfit/ (loss) after tax (2,179,346) (2,320,215)Less:dividendsonconvertiblepreferenceshares&taxthereon - - NetprofitforcalculationofbasicEPS (2,179,346) (2,320,215)Net profit as above (2,179,346) (2,320,215)Add:dividendsonconvertiblepreferenceshares&taxthereon

- -

Add : interest on bonds convertible into equity shares (net of tax) - - Netprofit/(loss)forcalculationofdilutedEPS (2,179,346) (2,320,215)

27


2012-13 2011-12Rs. Rs.No. No.

Weighted average number of equity shares in calculating basic EPS

17,315,775 17,315,775

Effectofdilution:Convertible preference shares 0.00 0.00Convertible bonds 0.00 0.00Stock options granted under ESOP 0.00 0.00Weightedaveragenumberofequitysharesincalculatingdiluted EPS 17,315,775 17,315,775

As per our report of even dateFor P.V. DALAL & CO.Chartered AccountantsFirm Regn. No. 102049Wsd/-Paresh Dalal(proprietor)Membership no.: 033355Place: MumbaiDate: May 30, 2013


Futuristic OFFshOre services & chemical limiteDRegd.Office:Dina Bldg., 1st Floor, M. K. Road, Marine Lines (E), Mumbai - 400 002.

PROxY FORM

I/We __________________________________________________ of _________________________________________

being a member/members of FUTURISTIC OFFSHORE SERVICES & CHEMICAL LIMITED, hereby appoint

__________________________________________________of ___________________________________________ or

failing him ________________________________________of_____________________________________________

______________________________________________ or failing him ________________________________________

______________________________ of ________________________________________ as my/our proxy to vote for me

on our behalf at the 25TH ANNUAL GENERAL MEETING of the Company to be held on Monday, 30th September, 2013,

at 11.00 a.m. at Shri Rajasthan Recreation Club, Plot No. 3, J.B.Nagar, Andheri (E), Mumbai - 400 059 and at any

adjournment thereof.

Signed this __________________, day of ________________________ 2013.

SignatureofMember______________________

Note: The Proxy Form duly completed should be deposited at the Admn. Office & Share Dept. of the Company not less than 48 hours before the time fixed for the Meeting.

(Tear Here)

Futuristic OFFshOre services & chemical limiteDRegd.Office:Dina Bldg., 1st Floor, M. K. Road, Marine Lines (E), Mumbai - 400 002.

ATTENDANCE SLIP

Please sign this attendance slip and hand it over at the entrance of the Hall to facilitate registration formalities at the Meeting Place.

I here record my presence at the 25TH ANNUAL GENERAL MEETING of the Company to be held on Monday, 30th September,

2013 at 11.00 a.m. at Shri Rajastan Recreation Club, Plot No. 3, J.B.Nagar, Andheri (East), Mumbai - 400 059 and at any

adjournment thereof.

Full Name : _______________________________________________________________________________________ (in Block Letter)

Signature

(i) Member : ____________________________________

(ii) Proxy : ____________________________________

L . F. No. : ____________________________________

Affix` 1/-

RevenueStamp

Book-PosT

To,

If undelivered please return to :FUTUrisTic oFFshore services & chemical limiTed

REGISTEREDOFFICE:Dina Building, 1st Floor,M. K. Road, Marine Lines, Mumbai - 400 002.

FUTUrisTic oFFshore services & chemical limiTed ANNUAL GENERAL MEETING Monday, 30th September, 2013...

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