Your Directors have pleasure in submitting the 26th Annual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch 2020.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review alongwith previous yearsfigures are given hereunder:
|Particulars ||Particulars For the Year ended 31st March 2020 ||Particulars For the Year ended 31st March 2019 |
|Net Sales /Income from Business Operations ||18415116 ||45467561.00 |
|Other Income ||4744 ||528309.00 |
|Other Gain ||26689 ||663675.00 |
|Total Income ||18446550 ||46659545.00 |
|Less Interest ||1145 ||0 |
|Profit before Depreciation ||(16501248) ||(13413092) |
|Profit after depreciation and Interest ||(16401665) ||(13309517.00) |
|Less Current Income Tax ||0 ||0 |
|Less MAT Adjustment ||0 ||0 |
|Less Deferred Tax ||(2923763) ||(6019987.28) |
|Net Profit after Tax ||(13477903) ||(4048439.72) |
|Dividend (including Interim if any and final) ||- || |
|Other Comprehensive Income ||(9161157) ||(1713373.89) |
|Net Profit for the year ||(22639059) ||(5761813.61) |
|Amount transferred to General Reserve ||(22639059) ||(5761813.61) |
|Balance carried to Balance Sheet ||(22639059) ||(5761813.61) |
|Earning per share (Basic) ||-5.66 ||-1.44 |
|Earning per Share(Diluted) ||-5.66 ||-1.44 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company is engaged in the business of trading of shares and securities consultancyand other related activities. During the year ended 31st March 2020 underreview the total income of the Company was Rs 18446550 as against Rs. 46659545 foryear ended 31st March 2019. The Company was able to earn a net profit for theyear ended 31st March 2020 of Rs. (22639059)against a profit of Rs.(5761813.61) for year ended 31st March 2019. Your Management is putting intheir best efforts to improve the performance of the Company. The Company is performingwell and therefore future prospects looks bright and
in the year to come the Company will strive to achieve the projected profitability andincrease its scale of operation.
The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
(i) The steps taken or impact on conservation of energy: Being a trading Companythere is no major conservation of energy while your Company takes all reasonable steps tosave and conserve the energy in terms of provisions of Section 134 (3) of Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 requiring furnishing ofinformation regarding conservation of energy. The company does lay a great deal ofemphasis on conservation of energy in all phases of its operation.
(ii) The steps taken by the company for utilizing alternate sources of energy:
Using LED/CFL Tube lights and Bulbs instead of Mercury lights and bulbs. The Companyhas also initiated to conserve electricity by promoting the usage of Coolers rather thanA.C's and maintaining the factory temperature at relatively low level.
(iii) The capital investment on energy conservation equipment; NIL
(B) Technology absorption:
(i) The efforts made towards technology absorption; Efforts were made to fully utilizethe latest technology.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution; YES the cost of imported material has substantiallydecreased.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- NIL
(a) the details of technology imported: NIL
(b) the year of import: NIL
(c) whether the technology been fully absorbed: NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; NIL; and
(iv) the expenditure incurred on Research and Development. 9
(a) Capital: NA
(b) Recurring: NA
(c) Total: NA
(C) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as mentioned in below table:
|S.No || |
Foreign Exchange Inflow (FOB Value of exports (^excluding deemed export)
Foreign Exchange Outflow (Import And Other Expenses)
| ||FY 2019-20 (IN INR) ||FY 2018-19 (IN INR) ||FY 2019-20 (IN INR) ||FY 2018-19 (IN INR) |
| ||NIL ||NIL ||NIL ||NIL |
|TOTAL ||NIL ||NIL ||NIL ||NIL |
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company has adopted a Risk Management Policy after identifying the elements ofrisks which in the opinion of the Board may threaten the very existence of the Companyitself. The policy for Risk Management is attached herewith as Annexure 1.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Provisions of Corporate Social Responsibility are not applicable on Company.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no guarantees made by the Company but Loans are given by the company andInvestments have been made under Section 186 of the Companies Act 2013 during the yearunder review and hence the said provision is applicable. Annexure 2 for the same isattached herewith.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. Policy on relatedparty contracts and arrangements is annexed as Annexure 3.
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
In terms of the provisions of Section 178(3) of the Act and provisions of ListingAgreement/ Listing Regulations the NRC is responsible for formulating the criteria fordetermining qualification positive attributes and independence of a Director. The NRC isalso responsible for recommending to the Board a policy relating to the remuneration ofthe Directors Key Managerial Personnel and other employees. In line with thisrequirement the Board has adopted the Policy on Board Diversity and Director Attributesand Remuneration Policy for Directors Key Managerial Personnel and other employees of theCompany which is reproduced in Annexure- 4. Nomination And Remuneration Policy isannexed as Annexure 4A.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure5 and is attached to this Report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Seven (7) Board meetings during the financial year under review.Details are as follows:
|S.No. ||Date of Board Meeting |
|1 ||13/04/2019 |
|2. ||29/05/2019 |
|3. ||08/08/2019 |
|4. ||20/08/2019 |
|5. ||13/11/2019 |
|6. ||15/11/2019 |
|7. ||07/01/2020 |
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.-
Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting record^ and the timelypreparation of reliable financial information.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company as on 31stMarch 2020.
The Company has neither accepted nor renewed any deposits during the year under review.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Details of Directors:
|SI No ||Name ||Designation |
|1 ||Narender Nath Jain ||Chairman cum WholeTime Director |
|2 ||Nitin Jain ||Non- executive Director |
|3 ||Sanhit Jain ||Manaqinq Director |
|4 ||Tarsem Kumar Jain ||Independent Director |
|5 ||Sunit Gupta ||Independent Director |
|6 ||Deepika Jain ||Independent Director |
Details of KMP: In terms of Section 203 of the Act the following are KeyManagerial Personnel of your Company:
|SI No ||Name ||Designation |
|1 ||Narender Nath Jain ||Chairman cum WholeTime Director |
|2 ||Sanhit Jain ||Manaqinq Director |
|3 ||Ms Richa ||CFO |
|4 ||Ms Ashima Mathur ||Company Secretary |
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Act and ListingAgreement/ Listing regulation with the Stock Exchanges.
In accordance with the requirements of the Act and the Articles of Association of theCompany Mr Nitin Jain retires by rotation and is eligible for re-appointment.
IS DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
19 COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Audit Committee of Directors
Total four meetings held during this year. During these meetings the Committeediscussed the annual results the half-yearly results and the quarterly results and sharedthe items discussed with the Supervisory Board. Other topics discussed included theManagement Board's methods for the assessment of the effectiveness of the design andoperation of the company's internal risk and control systems new and proposed legislativeinitiatives related to accounting auditing and financial reporting tax planning taxstrategy and monitoring the company's compliance with rules and regulations thecompany's Code of Conduct and Whistle-blower Policy.
Nomination and Remuneration Committee
During the meetings the Remuneration and Appointment Committee reviewed the company'sGenera! Remuneration Policy. It also outlined proposals for the remuneration of theindividual members of the Management Board. Other duties included regulations in relationto remuneration policies and the preparation of the Remuneration Report.
Stakeholders Relationship Committee
During the year under review investor grievances were taken care of.
20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act the Board has carried out an annual evaluationof its own performance performance of the Directors individually as well as theevaluation of the working of its Committees.
The following process was adopted for Board Evaluation:
Feedback was sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfillment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everydirector on his assessment of the performance of each of the other Directors.
The Nomination and Remuneration Committee (NRC) then discussed the above feedbackreceived from all the Directors.
Based on the inputs received the Chairman of the NRC also made a presentation to theIndependent Directors at their meeting summarizing the inputs received from the Directorsas regards Board performance as a whole and of the Chairman. The performance of thenon-independent non-executive directors and Board Chairman was also reviewed by them. Postthe meeting of the Independent Directors their collective feedback on the performance ofthe Board (as a whole) was discussed by the Chairman of the NRC with the Chairman of theBoard. It was also presented to the Board and a plan for improvements was agreed upon.
Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
Feedback was provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation were presented to the Board.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
There being no employees whose information is required to be provided under Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
22. STATUTORY AUDITORS
M/s UBS & Co. Chartered Accountants (FRN NO.012351N) were appointed as StatutoryAuditors till the conclusion of Annual General Meeting to be held in 2022. The Company hasreceived a certificate from the above Auditors to the effect that if they are appointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013.
23. INTERNAL FINANCIAL CONTROLS
The Company has internal control procedures and sufficient interna! control checksconsidering the size and nature of its business and the Board of Directors are of the viewthat those controls are adequate with reference to the financial statements.
24. SECRETARIAL AUDIT
Under the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder M/s Jinu Jain Company Secretaries Practicing Company secretary has givensecretarial audit report for financial year 2019-20 secretarial audit report forms partof the Board Report as Annexure 6.
25. INTERNAL AUDIT
Pursuant to provisions of Section 138 of the Companies Act 2013 read with Rule 13 ofthe Companies (Accounts) Rule 2014 as amended from time to time the Company is requiredto appoint an interna! auditor of the Company to conduct internal audit of the functionsand activities of the Company.
In compliance with the above provisions your Company has complied with the provisions.
26. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company. Apolicy on vigil mechanism is attached as Annexure 7.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:
During the year under review the Company has not received any complaint under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. The Internal Complaints Committee under the aforesaid Act is yet tobe constituted. The Board is making its effort to identify third-party representativeconversant with the subject and having experience in social service or be familiar withlabour service civil or criminal law.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
For and on Behalf Of The Board Of Directors
For Fruition Venture Limited
| ||Sd/- ||Sd/- |
|Date: 29/08/2020 ||Narender Nath Jain ||Sanhit Jain |
|Place: New Delhi ||Director ||Director |
| ||DIN:00227948 ||DIN:05338933 |
| ||21-A Commercial Complex ||E- 3/16 Model Town |
| ||Savitri Bhawan Mukherjee ||Part - II Delhi-110009 |
| ||Nagar New Delhi-110009 || |