Your Directors have pleasure in submitting the 241" Annual Report ofyour Company together with the Audited Annual Accounts for the financial year ended 31stMarch 2018.
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 2018 ||Particulars For the Year ended 31st March 2018 |
|Net Sales /Income from Business Operations ||158141313.00 ||8630522.40 |
|Other Income ||20714291.00 ||3548287.00 |
|Other Gain ||199960.00 ||- |
|Total Income ||179055564.00 ||12178810.12 |
|Less Interest ||218.00 ||68.93 |
|Profit before Depreciation ||17668667.25 ||3508716.59 |
|Profit after depreciation and Interest ||17575637.25 ||3599709.59 |
|Less Current Income Tax ||3731641.00 ||414186.00 |
|Less MAT Adjustment ||(1366833.00) ||- |
|Less Deferred Tax ||(1020128.39) ||1095366.47 |
|Net Profit after Tax ||16230957.64 ||2090157.12 |
|Dividend (including Interim if any and final) ||- || |
|Other Comprehensive Income ||(9906848.00) ||2178297.00 |
|Net Profit for the year ||6324109.64 ||4268454.12 |
|Amount transferred to General Reserve ||6324109.64 ||4268454.12 |
|Balance carried to Balance Sheet ||6324109.64 ||4268454.12 |
|Earning per share (Basic) ||1.58 ||1.07 |
|Earning per Share(Diluted) ||1.58 ||1.07 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company is engaged in the business of trading of computer & computerperipherals fabrics shares and securities consultancy and other related activities.During the year ended 31st March 2018 under review the total income of theCompany was Rs 179055564.00 as against Rs. 12178810.12 for year ended 31stMarch 2018. The Company was able to earn a net profit for the year ended 31stMarch 2018 of Rs. 6324109.64 against a profit of Rs. 4268454.12 for year ended 31stMarch 2018. Your Management is putting in their best efforts to improve the performanceof the Company. The Company is performing well and therefore future prospects looks brightand in the year to come the Company will strive to achieve the projected profitabilityand increase 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
Company is into the business of trading so there is no major consumption of energy andtechnology absorption in the Company. There are office equipments and other electricityfacilities installed in the office premises of the Company and the management takes careof minimal usage of energy. The provisions of Section 134(m) of the Companies Act 2013 donot apply to our Company. There is no Foreign Exchange Inflow and Outflow during the yearunder review.
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 loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
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 2.
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- 3. Nomination And Remuneration Policy is annexedas Annexure 3A.
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 Annexure 4and is attached to this Report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Six (6) Board meetings during the financial year under review. Detailsare as follows:
Date of Board Meeting
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 to
Company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records 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 2018.
The Company has neither accepted nor renewed any deposits during the year under review.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Act the following are Key Managerial Personnel of yourCompany:
|Name ||Designation |
|Narender Nath Jain ||Chairman |
|Nitin Jain ||Non- executive Director |
|Sanhit Jain ||Whole-Time Director |
|Ravinder Kumar Jain ||Independent Director |
|Sunit Gupta ||Independent Director |
|Deepika Jain ||Independent Director |
|Ms Richa ||CFO |
|Ms Parul Bhargava ||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 Narender Nath Jain retires by rotation and is eligible for re-appointment.
18. 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 tor the assessment ot the ettectiveness ot the design and operation otthe company's internal risk and control systems new and proposed legislative initiativesrelated to accounting auditing and financial reporting tax planning tax strategy andmonitoring the company's compliance with rules and regulations the company's Code ofConduct and Whistle-blower Policy.
Nomination and Remuneration Committee
During the meetings the Remuneration and Appointment Committee reviewed the company'sGeneral 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 the non-independent non-executive directors and Board Chairman was also reviewed by them. Post themeeting of the Independent Directors their collective feedback on the performance of theBoard (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. 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 5.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the Auditors intheir report. There were no qualifications reservations or adverse remarks made by thePracticing Company Secretary in its Secretarial Audit report attached as Annexure 6.
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: 11/08/2018 ||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 Nagar New Delhi-110009 ||Part - II Delhi-110009 |
Risk Management Policy and Strategy
The Company is required to institute risk management frame work comprising a processfor riskassessment and minimization with roles and responsibilities for monitoring andreporting risks and controls.
This document therefore tries to identify the key events/ risk impacting the businessobjectives and attempts to develop risk policies and strategies to ensure timelyevaluation reporting and monitoring key business risks.
This Risk Management Policy will be evaluated and reviewed from time to time andrequisitechanges will be made to this document.
Our risk management approach is composed of mainly three components:
1. Risk Governance
2. Risk Identification
3. Risk Assessment and Control
1. Risk Governance:
v' The Board is responsible for managing risk on various parameters at the corporatelevel.
? The functional heads have to ensure implementation of the risk mitigation measures.
s The Audit Committee provides oversight and reviews Risk Management Policy from timeto time.
2. Risk Identification:
External and internal risk factors that must be managed are identified in the contextof business objectives.
3. Risk Assessment and Control
This is composed of
(a) Risk assessment and reporting
(b) Risk control
(c) Capability development
On a periodic basis risk due to external and internal factors are assessed byresponsible managers across the organization. Norms aimed at limiting exposures areintegral to this frame work. The risks are identified and formally reported throughmechanism such as operation reviews and committee meetings. Internal control is exercisedthrough policies and systems to ensure timely availability of information that facilitatepro-active risk management.
The first step for formulating Risk Management Policy is therefore to define thebusiness objectives on various parameters. The business objectives of the Company can beenumerated as follows:
a) Financial Parameters
achieve revenue growth
b) Market and Customer focus
grow customer relationships
develop market by promoting new uses
broaden geographical foot print
c) Operating Efficiency
improve quality and productivity
control operations costs
d) Organizational Development
develop tiers of leadership
develop and retain competencies
To diversify into new revenue streams
The risk factors which may impact the business objectives and measures to be taken formanaging/mitigation these risks are:
i. External Risk Factors
ii. Internal Risk Factors
i. External Risk Factors S Macro economic factors S Exchange rate fluctuations S Rawmaterial price fluctuations S Political environment S Competitive environment S Inflationand cost structure S Security and business continuity S Competition from other marketplayers
Internal Risk Factors S Financial reporting risks S Liquidity and leverage Contractualcompliance S Compliance with local laws S Fluman resources management S Protectionand maintenance of Assets S Ethics and values
Each risk factor is monitored periodically by the Management of the Company and anyeventarising from these likely to adversely impact operations is reported to the Board/Audit Committee.
The Board of Directors (the "Board") of Fruition Venture Limited (the"Company") recognizes that certain relationships can present potential oractual conflicts to interest and may raise questions about whether transactions associatedwith such relationships are consistent with Company's and its stakeholders' best interest.The Company must specifically ensure that the certain transactions are effected anddisclosed in accordance with strict legal and accounting standard to which it is subject.This policy regarding review and approval of related Party transactions has been adoptedby the Company's Board of Directors in order to set forth the procedures under whichcertain transactions must be reviewed and approved or ratified by the Audit Committee.
This policy is framed as per requirement of Listing Regulation entered into by theCompany with the Stock Exchanges and is intended to ensure proper approval and reportingof transactions between the Company and its Related Parties. The Company is required todisclose each year in the Financial Statements certain transactions between the Companyand Related Parties as well as policies concerning transactions with Related Parties.
3. Applicability and Effective date
This Policy will be applicable to the Company with effect from 1st October2014 to regulate transactions between the Company and its related Parties based on theapplicable laws and regulations.
"Act" shall mean the Companies Act 2013 and the rules framed there underincluding any modifications amendments clarifications circulars or re-enactment thereof.
"Arms Length basis" means a transaction between two related parties that isconducted as if they were unrelated so there is no conflict of interest. For determiningof Arm's length basis guidance may be taken from the provisions of Transfer Pricing underthe Income Tax Act 1961.
"Audit Committee or Committee" means Committee of Board of Directors of theCompany constituted under provisions of Listing agreement/ Listing Regulations andCompanies Act 2013.
"Board" means Board of Directors of the Company.
"Control" shall have the same meaning as defined in SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011
"Key Managerial Personnel" means key managerial personnel as defined underthe Companies Act 2013 and includes
(i) Managing Director or Chief Executive Officer or manager and in their absence awhole- time director;
(ii) Company Secretary;
(iii) Chief Financial Officer
"Material Related Party Transaction" means a transaction with a related partyif the transaction / transactions to be entered into individually or taken together withprevious transactions during a financial year exceeds ten percent of the annualconsolidated turnover of the company as per the last audited financial statements of theCompany.
"Policy" means Related Party Transaction Policy.
"Related Party" means related party as defined in Listing agreement/ ListingRegulations which is as follows:
An entity shall be considered as related to the Company if:
(i) Such entity is a related party under Section 2(76) of the Companies Act 2013; or
(ii) Such entity is a related party under the applicable accounting standards."
"Relative" with reference to any person means anyone who is related toanother if-
i) They are the members of a Hindu Undivided Family
ii) They are husband and wife; or
iii) One person is related to other person as:
a) Father (including step-father).
b) Mother (including step-mother).
c) Son (including step-son).
d) Son's wife e) Daughter.
f) Daughter's husband.
g) Brother (including step-brother);
h) Sister (including step-sister).
"Related Party Transaction" means any transaction directly or indirectly withany Related Party involving a transfer of resources services or obligations between acompany and a related party regardless of whether a price is charged. A"transaction" with a related party shall be construed to include singletransaction or a group of transactions in a contract.
All Related Party transactions will be referred /reported to Audit Committee forapproval by the Committee in accordance with this Policy.
6. Identification of the Potential Related Party Transaction
All the companies which are directly or indirectly related to the Company will beconsidered as Related Parties. The Company shall also identify related Party Transactionswith Directors/Key Managerial Personnel or with their relatives.
Each director/Key Managerial Personnel is responsible for providing written notice tothe Company Secretary of any potential Related Party Transaction involving him or her orhis or her relatives.
7. Review and Approval of Related Party Transactions
1. The Company shall not enter into any contract or arrangement with a Related Partywithout the approval of the Audit Committee. Prior approval of the Audit Committee shallbe obtained for all Related Party Transactions other than those with Exempted Wholly OwnedSubsidiaries (whose accounts are consolidated with the Company and placed before theshareholders at the general meeting for approval).
2. The Audit Committee may in the interest of the conduct of affairs of the Companygrant omnibus approval for Related Party Transactions that are repetitive in naturesubject to the following conditions:
i. The name/s of the related party nature of transaction period of transactionmaximum amount of transaction that can be entered into be specified;
ii. The indicative base price / current contracted price and the formula for variationin the price if any be specified;
iii. Such other conditions as the Audit Committee may deem fit.
Such omnibus approval shall be valid for a period not exceeding one year and shallrequire fresh approval after the expiry of one year.
3. Where the need for Related Party Transaction cannot be foreseen and aforesaiddetails are not available Audit Committee may grant omnibus approval for suchtransactions subject to their value not exceeding Rs.l crore per transaction.
4. Audit Committee shall review at-least on a quarterly basis the details of RPTsentered into by the company pursuant to each of the omnibus approval given.
5. In the event any contract or arrangement with a related party is not in the ordinarycourse of business or at arm's length the Company shall comply with the provisions ofListing Agreement the Companies Act 2013 and the Rules framed thereunder (includingobtaining approval of the Board and/ or its shareholders as applicable for such contractor arrangement.
6. All material related party transactions other than those with exempted Wholly OwnedSubsidiaries will be placed for approval of the shareholders of the Company and therelated parties shall abstain from voting on such resolutions. The interested Directorsshall also not be eligible to participate in the discussion and voting on the relatedparty transactions in terms of section 184 of the Companies Act 2013.
The Company is required to disclose Related Party Transactions in the Company's Board'sReport to shareholders of the Company. Details of all Material Related Party Transactionsshall be disclosed quarterly along with Company's Compliance Report on CorporateGovernance in accordance with the Listing Agreement. This Policy will be disclosed/hosted on Company's website and a web link there to shall be provided in the Annual Reportof the Company.
The Company reserves the right to amend or modify this Policy in whole or in part atany point of time.
Note: The provisions of the Companies Act 2013 and rules thereto and the Listingagreement/ Listing Regulations (including any amendment thereto from time to time) to theextent applicable shall be apply in addition to this policy.