Directors Report of Futuristic Offshore Services & Chemical Ltd.

Mar 31, 2014

Dear Members,

The Board of Directors hereby presents the 26th Annual Report on the business and operations of Company and summary Financial Statement for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs)

2013-2014 2012-2013

Gross Revenue from Operations - -

Other Income - -

Profit / (Loss) Before Depreciation, (19.94) (21.79) Interest Taxation & Exceptional items

Less: Depreciation - -

Profit / (Loss) Before Interest Taxation & (19.94) (21.79) Exceptional Items.

Less Interest - -

Profit/(Loss) Before Exceptional items (19.94) (21.79) and Taxation

Add Exceptional items (profit on OTS) 3.06 -

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 (23.00) (21.79)

Balance of Profit/(Loss) for earlier years (3907.95) (3886.16)

Profit/(Loss) Available for Appropriation (3930.95) (3907.95)

DIVIDEND

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

The operations for the year under review have resulted in loss of Rs.-23.00 Lacs as against loss of Rs.-21.79 Lacs in previous year.

There were no manufacturing operations during the year under review.

EXPORTS

Exports for the current year are Rs. Nil as against Rs. Nil Lacs of previous year,as there was no manufacturing operations.

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/-P.M

Or

(iii) Who was in receipt of remuneration higher than that of the Managing Director, Whole Time Director or Manager and was holding more than 2% equity shares of the Company. As there are no employee, hence the statements required under Section 217(2A)(a) is not annexed. However, in terms of Section 136(1) of the Companies Act,2013, statements under said section the Directors Report and Accounts are being sent to all the members of the Company excluding the statement of particulars of Employees

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

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.

REPORT ON CORPORATE GOVERNANCE

As 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.

AUDITOR

M/s. P.V.Dalal & Co, Chartered Accountants,(Firm Registration No. 102049W) Mumbai are proposed to be appointed as Auditors of the Company from the conclusion of the Twenty-Sixth Annual General Meeting till the conclusion of the Twenty-Ninth Annual General Meeting. Subject to ratification of the appointment by the members.

As required under Section 139 of the Companies Act,2013, the Companies Act,2013, the Company has obtained a written consent from M/s. P.V.Dalal & Co., Chartered Accountants, to such appointment and also a Certificate to the effect that their appointment , if made would be in accordance with Section 139(1) of the Companies Act,2013 and rules made thereunder as may be applicable.

CASH FLOW STATEMENT

In conformity with the provision of Clause 32 of the Listing, Agreement(s) the cash flow statement for the year ended 31st March, 2014 is annexed hereto.

DIRECTOR ''S RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 based on the representations received from the operations Management, the 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 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.

APPRECIATION

The 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 R. Pilani Date: 11th June, 2014 Chairman

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Mar 31, 2010

The Directors present the 22nd Annual Report of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS 2009-2010 2008-2009

Gross Revenue from Operations NIL NIL

Other Income 3.68 NIL

Profit/(Loss) Before Interest, {43.18} (58.48)

Depreciation And Taxation &

Exceptional items

Less: Depreciation . 297.08 NIL

Profit/(Loss) Before Interest (43.18) (58.48)

Taxation & Exceptional items

Less: Interest 1.61 142.13

Profit/(Loss) Before Exceptional (341.87) (200.61)

items & Taxation

Add: Exceptional items (Profit on OTS) 2906.78 NIL

Less: Prov. For Sundry Advance

& Bad Debts 389.84 NIL

Less: Fringe Benefit Tax NIL (0.04)

Less: Prior Period Expenses NIL (1.27)

Profit/(Loss) For The Year 2178.76 (201.92)

Balance of Profit/(Loss) (5758.79) (5556.87)

For Earlier Years

Profit/(Loss) Available (3580.03) (5758.79)

For Appropriation

Add: Transfer from General Reserve NIL NIL

Balance Carried Forward To (3580.03) (5758.79)

Balance Sheet



DIVIDEND

Directors do not recommend any dividend due to in adequate cash profit

OPERATIONS

The gross revenue divisions wise are as follows:-

(Rs. in Lacs)

Division Year ended Year ended 31.3.2010 31.03.2009

Chemical NIL NIL

Offshore NIL NIL



On account of Exceptional Item (profit on OTS), during the year under review, the company recorded a profit of Rs. 2178.76 Lacs as against loss of Rs. 201.92 lacs in previous year.

CAPITAL RESTRUCTURING / FUTURE OUTLOOK

The company is presently registered as a sick industrial company with the Board for Industrial and Financial Reconstruction (BIFR). It is finalizing a rehabilitation scheme for submission to BIFR under the provision of Sick Industrial Companies (Special Provisions) Act, 1985. The draft rehabilitation scheme outlines the strategies for rehabilitation which, inter alia, includes proposal for reduction of capital to the extent of 90% of the face value in order to write off carried forward losses; write off Reserves and Surplus against accumulated losses for which approval of shareholders was obtained in 2008. Your Directors are confident that with the implementation of Rehabilitation Scheme and with proposed capital expenditure programme to manufacture maleic anhydride through alternative process of using N-butane as raw material, the company will be in a position to revive its business strongly and regain its place in the industry. During the second quarter of financial year 2010-11. Company has started its commercial production.

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.

The Company does not have any deposit claimed but not paid and/or unclaimed for which information is required to be given in this report.

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.24,00,000/- 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 than 2,00,000/-

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, TECHNOLOGY ABSORP- TION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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.

DIRECTORS:

Shri Rish^Pilani, Director of the Company retires by rotation in accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association and being eligible offers himself for re- appointment.

REPORT ON CORPORATE GOVERNANCE

As 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.

Auditors

The Statutory Auditors Mr. Rahul Singhvi & Associates, Chartered Accountant, Mumbai the existing Auditors retire and have expressed their inability to continue as auditors. The observations made in the Auditors Report are self - explanatory and therefore do not call for any further Comments.

The Company has also received communication from a member of the Company proposing the name of M/s Paresh V. Dalai (Proprietor) Chartered Accountants, to be appointed as Auditors of the Company. It is, therefore, proposed to appoint them as the new Auditors of the company, subject to approval of members. The proposed new auditors have in terms section 224 (1B) of the Companies Act, 1956, consented to act as Statutory Auditors of the Company if appointed.

Cost Auditors

As the manufacturing operations were closed during the year under review no cost audit was required to the done.

CASH FLOW STATEMENT

In conformity with the provision of Clause 32 of the Listing, Agreements) the cash flow statement for the year ended 31st March, 2010 is annexed hereto.

Directors Responsibility Statement

As 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 andjoss 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.

Registration 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 Restricting (BIFR) for protection provided under the sick Industrial Company (Special Provisions) Act, 1985. BIFR had received & registered our reference as 289/2004.

APPRECIATION:

The 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

Place: Mumbai Rishi R. Pilani

Date : October 05, 2010 Chairman