Mar 31, 2015
Dear Members,
The Directors have pleasure in submitting the 21st Annual Report of
your Company together with the Audited Annual Accounts for the
financial year ended 31st March,. 2015.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review alongwith
previous years figures are given hereunder:
Particulars Particulars For Particulars For
the Year ended the Year ended
31st March 2015 31st March 2014
Net Sales /Income from 5,80,75,339,22 21,42,65,025.10
Business Operations
Other Income 495,337.87 10,94,999.51
Total Income 5,85,70,677.09 21,53,60,024.61
Less Interest
Profit before Depreciation 61,53,651.38 1,42,202,17
Profit after depreciation and 62,73,024.38 2,27,755.14
Interest
Less Current Income Tax 9,15,210 -
Less Previous year 3,51,500 -
adjustment of Income Tax
Less Deferred Tax 19,84,347 52,803
Net Profit after Tax 30,21,967.38 1,74,952.14
Dividend (including Interim if - -
any and final )
Net Profit after dividend and -
Tax
Amount transferred to 16,80,391.33 (13,41,343.05)
General Reserve
Balance carried to Balance - -
Sheet
Earning per share (Basic) 0.76 0.04
Earning per Share(Diluted-) 0.76 0.04
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Company is engaged in the business of The Company is engaged in the
business of trading of computer & computer peripherals, fabrics, shares
and securities, consultancy and other related activities. During the
year ended 31st March, 2015 under review the total income of the
Company was Rs. 5,85,70,677,09 as against Rs. 21,53,60,024.61 for year
ended 31st March, 2014. The Company was able to earn a net profit for
the year ended 31st March, 2015 of Rs. 30,21,967.38 against a profit of
Rs. 1,74,952.14 for year ended 31st March, 2014, Your Management is
putting in their best efforts to improve the performance of the
Company, The Company is performing well and therefore future prospects
looks bright and in the year to come, the Company will strive to
achieve the projected profitability and increase its scale of
operation.
3. DIVIDEND
The Board of Directors of your Company has decided to retain and plough
back the profits into the business of the Company, thus no dividend is
being recommended for this year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on 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 and technology absorption in the Company. There
are office equipments and other electricity facilities installed in the
office premises of the Company and the management takes care of minimal
usage of energy. The provisions of Section 134(m) of the Companies Act,
2013 do not apply to our Company, There is no Foreign Exchange Inflow
and Outflow during the year under review.
7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has adopted a Risk Management Policy after identifying the
elements of risks which in the opinion of the Board may threaten the
very existence of the Company itself. The policy for Risk Management is
attached herewith as Annexure 1.
8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is. not applicable.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review. Policy for Related party is annexed herewith as annexure
No. 2.
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
In terms of the provisions of Section 178(3) of the Act and Clause
49(IV)(B)(1) of the Listing Agreement, the NRC is responsible for
formulating the criteria for determining qualification, positive
attributes and independence of a Director. The NRC is also responsible
for recommending to the Board a policy relating to the remuneration of
the Directors, Key Managerial Personnel and other employees. In line
with this requirement, the Board has adopted the Policy on Board
Diversity and Director Attributes and Remuneration Policy for
Directors, Key Managerial Personnel and other employees of the Company,
which Is reproduced in Annexure-3. Nomination And Remuneration Policy
is annexed as Annexure 3A.
12. ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure 4 and is attached to this Report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 8 (Eight) Board meetings during the financial year
under review.
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013 the Board hereby submit its responsibility Statement:Â
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annua) accounts on a going concern
basis; and
(e) the directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.-
Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its
business including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with
the provisions of 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 March 31, 2015.
16. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of Section 149 of the Act, the Members, at their meeting held
on 30th September, 2014, appointed the following as Independent
Directors of the Company:
* Ms Shilpa Jain
* Mr Sanjeev Juneja
* Mr Ravinder Kumar Jain
In terms of Section 203 of the Act, the following are Key Managerial
Personnel of your Company:
* Mr Narendar Nath Jain, Chairman
* Mr. Nitin Jain, Managing Director
* Mr. Sanhit Jain, Whole Time Director
* Ms. Richa, Chief Financial Officer
* Ms Parui Bhargava, Company Secretary
Eight Board Meetings were held during the year. For further details,
please refer Report on Corporate Governance.
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the Act and Clause 49 of the Listing Agreement with
the Stock Exchanges.
In accordance with the requirements of the Act and the Articles of
Association of the Company, Mr. Narendar Nath Iain 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 they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of the 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 decisions in line with the delegated authority. The following
substantive Committees constituted by the Board function according to
their respective roles and defined scope:
* Audit Committee of Directors
* Nomination and Remuneration Committee
* Stakeholders Relationship Committee
Details of composition; terms of reference and number of meetings held
for respective committees are given in the Report on Corporate
Governance.
20. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual evaluation of its own
performance, performance of the Directors individually as well as the
evaluation 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 the Board covering various criteria such as degree of
fulfilment of key responsibilities, Board structure and composition,
establishment and delineation of responsibilities to various
Committees, effectiveness of Board processes, information and
functioning, Board culture and dynamics, quality of relationship
between the Board and the Management and efficacy of communication with
external stakeholders. Feedback was also taken from every director on
his assessment of the performance of each of the other Directors.
The Nomination and Remuneration Committee (NRC) then discussed the
above feedback received from all the Directors,
Based on the inputs received, the Chairman of the NRC also made a
presentation to the Independent Directors at their meeting, summarising
the inputs received from the Directors as 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 the meeting of the Independent Directors, their collective
feedback on the performance of the Board (as a whole) was discussed by
the Chairman of the NRC with the Chairman of the Board. 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 its performance and these assessments were presented
to the Board for consideration. Areas on which the Committees of the
Board were assessed included degree of fulfillment of key
responsibilities, adequacy of Committee composition and effectiveness
of meetings.
Feedback was provided to the Directors, as appropriate. Significant
highlights, learning 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 of Managerial Personnel) Rules, 2014.
22. STATUTORY AUDITORS
M/s. P, Aggarwal & Associates, Chartered Accountants were appointed as
Statutory Auditors till the conclusion of this Annual General Meeting.
They have been recommended for appointment till the conclusion of
Annual General Meeting to be held in 2016. The Company has received a
certificate from the above Auditors to the effect that if they are
reappointed, it 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 Composition of Committee has been provided in the corporate
Governance Report.
The Company has established a vigil mechanism and overseas through the
committee, the genuine concerns expressed by the employees and other
Directors. The Company has also provided adequate safeguards against
victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the chairman of the
Audit Committee on reporting issues concerning the interests of co
employees and the Company, A policy on vigil mechanism is attached as
Annexure 5.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made by
the Auditors in their report. There were no qualifications,
reservations or adverse remarks made by the Practicing Company
Secretary in its Secretarial report attached herewith as Annexure 6.
25. CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Stock
Exchanges and relevant sections of the Act, a Management Discussion and
Analysis Statement, Report on Corporate Governance and Auditors'
Certificate, are included in the Annual Report.
26. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants and various Government Authorities for
their continued support extended to your Companies activities during
the year under review. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
For Fruition Venture Limited
(Formerly Indo Websec Ltd)
Sd/- Sd/-
Date: 30/08/2015 Nitin Jain Sanhit Jain
Place: New Delhi Managing Director Whole Time Director
Mar 31, 2014
Dear Members
The Directors have pleasure in presenting the 20th Annual Report of
your Company together with the Audited Annual Accounts for the
financial year ended 31st March, 2014.
Financial Highlights
(Amount in Rs. Lacs)
Particulars Financial Year ended
31st March, 2014 31st March, 2013
Total Income 2,153.60 6,925.75
Total Expenditure 2,151.32 6,893.54
Profit before tax 2.28 32.21
Provision for tax 0.53 9.86
Profit after tax 1.75 22.35
Transfer to Reserve - -
Paid-up Share Capital 400. 00 315.00
Reserves and Surplus (21.28) (23.03)
(excluding revaluation reserve)
Year in Retrospect
During the year under review, total income of the Company was Rs.
2,153.60 Lacs as against Rs. 6,925.75 lacs in the previous year. The
Company was able to earn a profit after tax of Rs. 1.75 as against a
profit Rs. 22.35 lacs in previous year. Your Directors are putting in
their best efforts to improve the performance of the Company.
The detailed Management Discussion & Analysis Report is attached hereto
with the Director''s Report and should be read as part of this Directors
Report.
Material Changes etc.
The Company had issued 8,50,000 equity shares of Rs. 10 each by way of
preferential issue on 30th January, 2014. The shares were listed on
Delhi Stock Exchange Ltd on 17th February, 2014 and trading approval
was permitted on this shares w.e.f. 22nd March, 2014.
Except the aforesaid and save as mentioned elsewhere in this Report, no
material changes and commitments affecting the financial position of
the Company has occurred between the end of the financial year of the
Company 31st March, 2014 and the date of this report.
Dividend
The Board of Directors of your Company has decided to retain and plough
back the profits into the business of the Company, thus no dividend is
being recommended for this year.
Governance
Your Company believes that the great organizations are built on the
foundation of good governance practices. Corporate governance is all
about effective management of relationship among constituents of the
system, i.e. shareholders, management, employees, customers, vendors,
regulatory and the community at large.
As stipulated under Clause-49 of the listing agreement, the Corporate
Governance Report had been incorporated as Separate Section forming
part of this Annual Report.
The compliance report on Corporate Governance and a certificate from
M/s Jinu Jain, Company Secretaries regarding compliance of the
conditions of Corporate Governance, as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchanges, is attached herewith
and forms part of this Annual Report.
Certificate from Managing Director and Chief Financial Officer, inter
alia, confirming the correctness of the financial statements,
compliance with Company''s Code of Conduct, adequacy of the Internal
Control measures and reporting of matters to the Audit Committee in
terms of Clause 49 of the Listing Agreement with the Stock Exchanges,
is also enclosed as a part of the Annual Report.
Public Deposits
During the period under report, your Company did not accept any
deposits from the public in terms of the provisions of section 58A of
the Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
a. Conservation of Energy: Since the Company is not engaged in any
manufacturing activity, issues relating to conservation of energy and
technology absorption are not quite relevant to its functioning.
b. Export Activities: There was no export activity in the Company
during the year under review. The Company is not planning any export in
the near future as well.
c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
earnings and outgo during the year under review.
d. Foreign Exchange Earnings Nil
Foreign Exchange Outgo Nil
Particulars of Employees
During the financial year under review, none of the Company''s employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Directors
Except for the following changes, there were following changes in the
composition of the Board of Directors of the Company subsequent to the
last Directors'' Report:
After the last Annual General Meeting, Mr. Hari Om Bhatia and Mr Harish
Sabarwal ceased to be directors of the Company due to their
resignations. Ms. Shilpa Jain and Mr. Ravinder Kumar Jain were
appointed as independent Directors of the Company.
In accordance with the provisions of section 149 of the Companies Act,
2013 all the independent directors will be non rotational. Accordingly,
the proposal for the same is placed in the ensuing annual general
meeting of the Company. Mr. Sanhit Jain is liable to retire by rotation
and being eligible offer himself for re-appointment. Directors
recommend their re- appointment.
Constitution of Committees
In terms of the applicable provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Company has constituted the
following committees:
* Audit Committee
Name of the Director Category
Mr. Ravinder Kumar Jain -
Chairman Non-Executive Independent Director
Ms. Shilpa Jain Non-Executive Independent Director
Mr. Nitin Jain Executive Director
* Nomination and Remuneration Committee
Name of the Director Category
Mr. Sanjeev Juneja - Chairman Non-Executive Independent Director
Ms. Shilpa Jain Non-Executive Independent Director
Mr. Ravinder Kumar Jain Non-Executive Independent Director
* Stakeholders Relationship Committee
Name of the Director Category
Mr. Sanjeev Juneja - Chairman Non Executive Independent Director
Ms. Shilpa Jain Non Executive Independent Director
Mr. Ravinder Kumar Jain Non Executive Independent Director
Auditors
M/s P. Aggarwal & Associates, Chartered Accountants, Statutory Auditors
of the Company hold office until the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
A certificate under Section 139 of the Companies Act, 2013 regarding
their eligibility for the proposed re-appointment has been obtained
from them. Your Directors recommend their re-appointment.
Auditors'' Report
Comments made by the Statutory Auditors in the Auditors'' Report are
self-explanatory and do not require any further clarification.
Directors'' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and to the best of their knowledge and belief and according to
the information and explanations obtained by them and save as mentioned
elsewhere in this Report, the attached Annual Accounts and the
Auditors'' Report thereon, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards have been followed;
b. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the profit of the Company
for the year ended on that date;
c. the Directors have 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; and
d. The Directors have prepared the Annual Accounts on a going concern
basis.
Stock Exchange Listing
The shares of the Company are listed on the Delhi Stock Exchange and
BSE Ltd. The listing fee for the financial year 2013-14 has already
been paid to both the Stock Exchanges.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from Banks and various Government Departments. The Board also
places on record its appreciation of the devoted services of the
employees, support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For and on Behalf of the Board
or Fruition Venture Limited
(Formerly Indo Websec Ltd)
Sd/- Sd/-
Nitin Jain Sanhit Jain
Date: 20th August, 2014 Managing Director Whole Time Director
Place: Delhi DIN: 00861328 DIN: 05338933
Address: 21-A, 3rd Address: E-3/16,
Floor, Savitri Bhawan, Model Town, Par
Commercial Complex Delhi - 110 009
Delhi 110009
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