Directors Report of Fusion Fittings (I) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Annual Accounts for the financial year ended March 31,2015.

FINANCIAL HIGHLIGHTS

The financial results of your Company for the year ended March 31,2015 and March 31,2014 are set forth below:

(Rs. in lac)

Particulars Financial Financial Year ended Year ended March 31, March 31, 2015 2014

Total Revenue 28.51 26.00

Expenses 340.41 6.05

Profit before Inter- (311.90) 19.95 est, Depreciation/, Amortisation & Tax- ation

Finance Cost 0.00 0.00

Depreciation and 0.00 0.12 Amortisation ex- penses

Profit/(Loss) before (311.90) 19.82 tax

Less: Provision for taxation

Income Tax for Cur- - (3.78) rent Year

Income Tax for Prior - Years

Deferred Tax - .03 Charge/(Release)

Profit/(Loss) after (311.90) 16.08 tax

OPERATIONS

The total income in the Financial Year ended March 31,2015 was Rs. 28.51lac and the loss incurred by the Company was Rs. 311.90 lac as against total income of Rs. 26 lac and Profit after tax of Rs. 16.08 lac in the previous year ended March 31,2014. During the current year, the Company has incurred loss due to heavy loss on sale of investment.

DIVIDEND

As the Company has incurred loss during the financial year ended 31.03.2015, your Directors do not recommend any dividend for the year 2014-15.

SUBSIDIARY

During the period covered under report, the members are aware that the Company after taking the approval of members had sold the entire shareholding in HIQ Power Associates Private Limited, the erstwhile subsidiary of the Company. The Company has no subsidiary as on 31st March 2015.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The mechanism involves creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The updates regarding the same are placed before the meeting of the Board of Directors of the Company on quarterly basis.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

During the period covered under this report Mr. Kul Bhushan Arora and Mr. Sunil Choudhry resigned from the office of Director w.e.f. 12th June 2014 and 5th February 2015 respectively. However during the aforementioned period Mr. Praveen Kumar was appointed as director to fill the casual vacancy caused by the resignation of Mr. Sunil Choudhry w.e.f. 5th February 2015 and Mr. Perintalmanna Venkatrama Krishna Kumar was appointed as an Additional Director of the Company w.e.f. 5th February 2015.

However the Board of Directors of the Company has decided to appoint Mr. Praveen Kumar as an Independent Director of the Company and Mr. Perintalmanna Venkatrama Krishna Kumar as director liable to retire by rotation in the forthcoming Annual General Meeting.

The Company has received declarations from Mr. Praveen Kumar to appoint him as an 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 the forthcoming Annual General Meeting, Mr. Chander Bhan Wadhwa is retiring by rotation and being eligible he has offered for being appointed as director liable to retire by rotation.

The resolution for appointment and re-appointment of the aforesaid directors have been incorporated in the notice of the forthcoming Annual General Meeting of the company.

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,summarizing 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 wasagreed 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 evaluationwere presented to the Board.

REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

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 responsiblefor 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, which is reproduced in Annexure-I and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company, which is reproducedin Annexure-II.

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:

(a) Audit Committee

(b) Nomination and remuneration committee

(c) Stakeholders Relationship committee

The details pertaining to composition of committees, terms of reference and number of meetings held are included in the Corporate Governance Report which forms a part of this report.

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

Since the Company is not carrying on any manufacturing activity, no particulars required to be furnished under Sub Section (3)(m)of Section 134 of Companies Act ,2013 read with rule 8(3) of Company (Accounts) Rules 2014 relating to energy conservation, technology absorption and the Company has also no transaction relating to foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES

The Company did not have any employee drawing salary more than the limit prescribed under in terms of the provisions of Section 197(12) of the CompaniesAct, 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014, therefore no particulars is required to be disclosed under the aforementioned provisions.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also not required as the Company does not have any director getting any remuneration or sitting fee and that the Company has also not paid any salary.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were onarm's length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee of the Board of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisionsand restrictions contained in the Listing Agreement.

The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on the Company'swebsite www.fusionfttings.com.

Particulars of Contracts or Arrangements with related parties referred to in section 188(1)of Companies Act, 2013 in the prescribed form AOC -2 is annexed with this report and marked as Annexure-III.

FIXED DEPOSITS

The Company has not invited/accepted any Fixed Deposits during the year, as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under theprovisions of Section 186 of the Companies Act, 2013 are given inthe schedules to the financial statements.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of the Act ,the extract of Annual Return is given in Annexure-IV in the prescribed form MGT-9, which forms a part of this report.

AUDITORS

(i) STATUTORY AUDITOR

In accordance with the provisions of Companies Act, 2013, at the Annual General Meeting held on 30th September, 2014, the shareholders had appointed M/s K. K. Jain & Co., Chartered Accountants as Statutory Auditors of theCompany, for a period of 3 years i.e. upto the conclusion of 32nd Annual General Meeting to be held for the adoption of accounts for the financial year ending 31st March, 2017.

M/s K. K. Jain & Co., Chartered Accountants,have consented to be the Auditors of the Company, if theirappointment is ratified by the members at the AnnualGeneral Meeting and have also confirmed that theirappointment is as per the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of Companies (Audit and Auditors) Rules, 2014.

The Auditors' report and notes to the financial statements are self explanatory and do not call for any further comments.

(ii) SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s Anjani Kumar & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit oft he Company for the financial year ended March 31,2015.

The Secretarial Audit Report (in Form MR-3) is attached as Annexure-V to this Report.

CORPORATE GOVERNANCE REPORT

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.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ WhistleBlower and the same was hosted on the website of the Company.

This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

Brief details about the policy are provided in the Corporate Governance Report attached with this Report.

MANAGEMENT ANALYSIS AND DISCUSSION

Management analysis and discussion for the year under review as stipulated under Clause 49 of Listing agreement is presented in a separate section forming a part of annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed:-

(i) that in the preparation of the annual accounts for the financial year ended 31 March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31 March, 2015 and of the profit or loss of the Company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) that the directors had prepared the annual accounts for the financial year ended 31 March, 2015 on a going concern basis.

(v) That the directors have laid down internal financial control to be followed by the company and that such internal financial control are adequate and are operating effectively.

(vii) That the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria mentioned under Section 135 of the Act, accordingly the Company has not formed Corporate Social Responsibility Committee.

ACKNOWLEDGEMENT

We place on records our sincere thanks to Government of India, State Governments and concerned Government Authorities/Departments and the Bankers for their co-operation and expect the same in the future.

For and on behalf of the Board of Fusion Fittings (I) Limited

Place: Gurgaon Praveen Kumar Date: 2nd September, 2015 DIN: 06720411 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Annual Accounts for the financial year ended March 31,2014.

FINANCIAL HIGHLIGHTS

The financial results of your Company for the year ended March 31, 2014 and March 31, 2013 are set forth below:

(Rs. in lac) Particulars Financial Financial Year ended Year ended March March 31,2014 31,2013

Total Revenue 26.00 241.54

Expenses 6.05 25.32

Profit before Interest, 19.95 216.22 Depreciation/Amortisation & Taxation

Finance Cost 0.00 0.00

Depreciation and 0.12 0.17 Amortisation expenses

Profit/(Loss) before tax 19.82 216.05

Less: Provision for taxation

Income Tax for Current (3.78) - Year

Income Tax for Prior Years - (0.12)

Deferred Tax Charge/ '' .03 0.02 (Release)

Profit/(Loss) after tax 16.08 215.95



OPERATIONS

The total income in the Financial Year ended March 31, 2014 was Rs. 26.00 lac and Profit after tax was Rs. 16.08 lac as against total income of Rs. 241.54 lac and Profit after tax of Rs. 215.95 lac in the previous year ended March 31, 2013.

DIVIDEND

Considering the need of funds for the business requirement, of the Company, your Directors do not recommend any dividend for the year 2013-14.

DIRECTORS

During the period under report, Mr. Pawan Kumar had resigned from the office of Director w.e.f. 14th October 2013 and Mr. Chander Bhan Wadhwa was appointed as director to fill the casual vacancy caused by the resignation of Mr. Pawan Kumar.

As Mr. Chander Bhan Wadhwa was appointed as director to fill the casual vacancy caused by the resignation of Mr. Pawan Kumar and Mr. Pawan Kumar was retiring by rotation at the forthcoming Annual General Meeting of the Company therefore Mr. Chander Bhan Wadhwa retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

SUBSIDIARY

At present your company has one subsidiary in India namely HIQ Power Associates Private Limited.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Statement of Profit and Loss, the Reports of the Board of Directors and Auditors of the subsidiary company with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of your Company for the financial year 2013-14 contains the consolidated financial statements of the Company instead of the separate financial statements of its subsidiary and the same is based on the Financial Statements received from its subsidiary, as approved by its Board of directors. Further the Company hereby undertakes that the audited annual accounts and related information of subsidiary of your Company will be made available to the shareholders of the Company and the shareholders of subsidiary company, upon request at any point of time. The annual accounts of the subsidiary company shall be available for inspection during business hours at our head office and at the registered office of the , subsidiary.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement is annexed to this Report.

CORPORATE GOVERNANCE REPORT

The Corporate Governance Report pursuant to clause 49 of the listing agreement with the stock exchanges is annexed to this Report.

AUDITORS & AUDITORS REPORT

The tenure of M/s K. K. Jain & Co., Chartered Accountants, the Statutory Auditors of the Company will expire at the forthcoming Annual General Meeting of the Company. It is proposed to re-appoint there tiring auditors for a period of 3 years in view of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. A requisite consent and certificate as prescribed under second andthird proviso of Section 139(1) of the Companies Act, 2013 ("the Act") read with Section 141 of the Act together with the rules prescribed thereunder and furnished by the retiring auditors have already been received by the Company. The approval of the re-appointment of M/s K. K. Jain & Co., Chartered Accountants, as Statutory Auditors of the Company for the period of 3 years starting from theend of the forthcoming 29th Annual General Meeting till the conclusion of the 32nd Annual General Meeting by the members is due to be accorded in the ensuing Annual General Meeting and the draft resolution for their re- appointment forms part of the notice for convening the Annual General Meeting.

The observations made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under the provisions of Companies Act, 2013.

COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956 read with The Companies (Compliance Certificate) Rules, 2001, the Company has obtained a certificate from M/s. Anjani Kumar & Associates, Company Secretaries which is attached with the Directors'' Report.

EMPLOYEES

The Company did not have any employee drawing salary more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975during the Financial Year ended March 31, 2014, therefore, particulars required to be disclosed thereunder have not been given.

PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has neither invited noraccepted any deposits from the public pursuant to section 58A of the Companies Act, 1956 during the year under reference.

AUDIT COMMITTEE

The Audit Committee consists of Mr. Kulbhushan Arora as Chairman, Mr. Sunil Choudhryand Mr. Chander Bhan Wadhwa as members of the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING& OUTGO

Since the company is not carrying on any manufacturing activity, no particulars are required to be furnished under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, relating to conservation of energy and technology absorption. There was no foreign exchange earnings and outgo during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed:-

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 of the company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

(iv) That the directors had prepared the annual accounts for the financial year ended March 31, 2014 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the continued cooperation and support the company has received from various departments of the Central and State Governments, bankers, employees and shareholders of the company and expects to receive the same in the future.

For and on behalf of the Board of Directors of Fusion Fittings (I) Limited

Sd/- Sd/- Place: Gurgaon Chander Bhan Wadhwa Sunil Choudhry Date: May 29,2014 Director Director (DIN: 02261256) (DIN: 00551404)

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Annual Accounts for the fnancial year ended March 31,2013.

FinAnCiAL HigHLigHts

The fnancial results of your Company for the year ended March 31, 2013 and March 31, 2012 are set forth below:

(Rs. in lac)

Particulars Financial Year Financial Year ended march ended march 31, 2013 31, 2012

Total Revenue 241.54 278.12

Expenses 25.32 27.99

Proft before Interest, 216.22 250.13

Depreciation/ Amortisation & Taxation

Interest 0.00 5.43

Depreciation and 0.17 0.25 Amortisation expenses

Proft/(Loss) before tax 216.05 244.45

Less: Provision for taxation

Income Tax for Current - 3.64 Year

Income Tax for Prior 0.12 3.45 Years

Deferred Tax Charge/ (0.02) (0.03) (Release)

Proft/(Loss) after tax 215.95 237.39

Proft/(Loss) brought 583.90 346.51 forward from the previous year

Total reserve and 799.85 583.90 surplus as on Balance Sheet date

oPeRAtions

The total income in the Financial Year ended March 31, 2013 was Rs. 241.54 lac and Proft after tax was Rs. 215.95 lac as against total income of Rs. 278.12 lac and Proft after tax of Rs. 237.39 lac in the previous year ended March 31, 2012.

diVidend

Considering the need of funds for the business requirement of the Company, your Directors do not recommend any dividend for the year 2012-13.

diReCtoRs

Mr. Kulbhushan Arora, non-executive independent Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Mr. Kulbhushan Arora, aged about 50 years holds a bachelor''s degree in science and is a qualifed Chartered Accountant and a Law Graduate from University of Delhi. He has more than 26 years of experience in the feld of fnance, accounts, audit and taxation.

Kulbhushan Arora & Sons (HUF) holds 100 shares in the Company and Mr. Kulbhushan Arora is one of the coparceners in the HUF. Mr. Kulbhushan Arora is a director on the Board of Tecpro Energy Limited and HIQ Power Associates Private Limited.

suBsidiARY

At present your company has one subsidiary in India namely HIQ Power Associates Private Limited.

ConsoLidAted FinAnCiAL stAtements

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Statement of Proft and Loss, the Reports of the Board of Directors and Auditors of the subsidiary company with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated fnancial statements in the annual report. Accordingly, the annual report of your Company for the fnancial year 2012-13 contains the consolidated fnancial statements of the Company instead of the separate fnancial statements of its subsidiary and the same is based on the Financial Statements received from its subsidiary, as approved by its Board of directors. Further the Company hereby undertakes that the audited annual accounts and related information of subsidiary of your Company will be made available to the shareholders of the Company and the shareholders of subsidiary company, upon request at any point of time. The annual accounts of the subsidiary companies shall be available for inspection during business hours at our head offce and at the registered offce of the subsidiary.

inVestment in sHARes oF JYoti ViKAs tRAde PRiVAte Limited

During the fnancial year ended March 31, 2013 the Company has acquired 830,500 fully paid up equity shares in Jyoti Vikas Trade Private Limited ("JVTPL") comprising 46% of JVTPL''s issued, subscribed and paid-up share capital.

mAnAgement disCussion And AnALYsis stAtement

Management Discussion and Analysis Statement is annexed to this Report.

CoRPoRAte goVeRnAnCe RePoRt

The Corporate Governance Report pursuant to clause 49 of the listing agreement with the stock exchanges is annexed to this Report.

AuditoRs

M/s K. K. Jain & Co., Chartered Accountants, the Statutory Auditors of the Company, hold offce until the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a certifcate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed from such re-appointment within the meaning of Section 226 of the said Act.

AuditoRs RePoRt And eXPLAnAtion

The observations made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence do not call for any comments under section 217 of the Companies Act, 1956.

ComPLiAnCe CeRtiFiCAte

As required under section 383A of the Companies Act, 1956 read with the Companies (Compliance Certifcate) Rules, 2001, the Company has obtained a certifcate from M/s. Anjani Kumar & Associates, Company Secretaries which is attached with this Report.

emPLoYees

The Company did not have any employee drawing salary more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the Financial Year ended March 31, 2013, therefore, particulars required to be disclosed thereunder have not been given.

PuBLiC dePosits

The Company has neither invited nor accepted any deposits from the public pursuant to section 58A of the Companies Act, 1956 during the year under reference.

Audit Committee

The Audit Committee consists of Mr. Kulbhushan Arora as Chairman, Mr. Sunil Choudhry and Mr. Pawan Kumar as members of the Committee.

ConseRVAtion oF eneRgY, teCHnoLogY ABsoRPtion, FoReign eXCHAnge eARning & outgo

Since the company is not carrying on any manufacturing activity, no particulars are required to be furnished under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, relating to conservation of energy and technology absorption. There was no foreign exchange earnings and outgo during the year.

diReCtoRs'' ResPonsiBiLitY stAtement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confrmed:- (i) that in the preparation of the annual accounts for the fnancial year ended March 31, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that 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 fnancial year and of the proft or loss of the company for the year under review; (iii) that the directors had taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and (iv) that the directors had prepared the annual accounts for the fnancial year ended March 31, 2013 on a going concern basis.

ACKnoWLedgement

Your Directors wish to place on record their deep sense of appreciation for the continued cooperation and support the Company has received from various departments of the Central and State Governments, bankers, employees and shareholders of the Company and expects to receive the same in the future.

For and on behalf of the Board

of Directors of Fusion Fittings (I) Limited

Sd/- Sd/-

Place: Gurgaon Kulbhushan Arora Sunil Choudhry

Date : May 16, 2013 Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Annual Accounts for the financial year ended March 31,2012.

FINANCIAL HIGHLIGHTS

The financial results of your Company for the year ended March 31, 2012 and March 31, 2011 are set forth below:

(Rs. in lac) Particulars Financial Year Financial Year ended ended March 31, March 31, 2012 2011

Income 278.12 401.60

Profit before Interest, Depreciation, Amortization & Taxation 250.13 355.76 Interest 5.43 0.05

Depreciation 0.25 0.33

Profit/(Loss) before tax 244.44 355.38

Less: Provision for taxation Income Tax for Current Year 3.64 23.95

Income Tax for Prior Years 3.45 0.77

Deferred Tax Charge/(Release) 0.03 0.01

Profit/(Loss) after tax 237.39 330.66

Profit/(Loss) brought forward from the previous year 346.51 15.85

Total reserve and surplus as on Balance Sheet date 583.90 346.51

OPERATIONS

The total income in the Financial Year ended March

31,2012 was Rs. 278.12 lac and Profit after tax was Rs.237.39 lac as against total income of Rs. 401.60 lac and Profit after tax of Rs. 330.66 lac in the previous year ended March 31,2011.

DIVIDEND

Considering the need of funds for the business of the Company, your Directors do not recommend any dividend for the year 2011-12.

VOLUNTARY DELISTING OF SHARES FROM JAIPUR STOCK EXCHANGE LIMITED AND AHMEDABAD STOCK EXCHANGE LIMITED

Pursuant to clause 7 (1) (b) and 7(2) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the Company on May 7, 2012 made applications for voluntary delisting of its

29,36,200 fully paid-up equity shares of Re. 1 each

i.e. entire equity shares of the Company from Jaipur Stock Exchange Limited (JSE) and Ahmedabad Stock Exchange Limited (ASE). The delisting applications filed with ASE and JSE are still in process.

The Board has a view that the benefits accruing to the investors by keeping the equity shares listed on ASE and JSE do not commensurate with the cost incurred by the Company for the continued listing on these Stock Exchanges. The company's equity shares will remain listed on Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange Limited(DSE). BSE has nationwide trading terminals affording the investors convenient access to trade and deal in the Company's equity shares across the country. The delisting of the company's equity shares from JSE and ASE will not be prejudicial to or affect the interests of the investors.

DIRECTORS

Mr. Sunil Choudhry, non-executive independent Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Mr. Sunil Choudhry, 52 years, is BE (Mech.) and is into business for more than 29 years. He possesses rich experience in manufacturing industry. He is also a director on the board of Productive Technologies Private Limited and Zwick Roell Testing Machines Private Limited. Mr. Sunil Choudhry does not hold any shares (either in his name or in the name of any other person on a beneficial basis) in the Company.

SUBSIDIARY

During the financial year ended March 31,2012 the Company has acquired 34,000 fully paid up equity shares in HIQ Power Associate Private Limited (“HIQ”) comprising 85% of HIQ's issued, subscribed and paid-up share capital, thereby making HIQ as its subsidiary company.

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Balance Sheet, Profit and Loss account, the Reports of the Board of Directors and Auditors of the subsidiary company with the Balance Sheet of the Company. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the annual report. Accordingly, the annual report of financial year 2011 -12 contains the consolidated financial statements of the Company instead of the separate financial statements of our subsidiary. The audited annual accounts and related information of subsidiaries of your Company will be made available upon request. The annual accounts of the subsidiary companies shall be available for inspection during business hours at our administrative office and registered office and at the registered office of the subsidiary. The same will also be made available on our website, www.fusionfittinqs.com.

AUDITORS

M/s K.K. Jain & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as Statutory Auditors of the Company. The Company has received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified from such re-appointment within the meaning of Section 226 of the said Act.

AUDIT REPORT AND EXPLANATION

The Auditors' Report and annexure to the Auditors' Report are self explanatory except point no.7 of the Annexure to the Auditors' Report with respect to the absence of internal audit system. The Board of Directors hereby clarifies that considering the size and operations of the Company the existing control system is sufficient to meet out the requirement of the internal audit.

EMPLOYEES

The Company did not have any employee drawing salary more than the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the Financial Year ended March 31, 2012, therefore, particulars required to be disclosed thereunder have not been given.

PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has not accepted any deposits from the public or its employees during the year under review.

AUDIT COMMITTEE

The Audit Committee consists of Mr. Kulbhushan Arora as Chairman, Mr. Sunil Choudhry and Mr. Pawan Kumar as members of the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING OUTGO

Since the company is not carrying on any manufacturing activity, no particulars are required to be furnished under the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, relating to conservation of energy and technology absorption. There was no foreign exchange earning and outgo during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirm ed:-

(i) That in the preparation of the Annual Accounts for the financial year ended March 31,2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 of the company for the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; and

(iv) That the Directors had prepared the annual accounts for the financial year ended March 31, 2012 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the continued cooperation and support the Company has received from various departments of the Central and State Governments, bankers, employees and shareholders of the company and expects to receive the same in the future.

For and on behalf of the Board

Sd/- Sd/- Kulbhushan Arora Sunil Choudhry Director Director

Place.Gurgaon

Date: May 28, 2012

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Annual Accounts for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The financial results of your company for the year ended March 31, 2011 and March 31, 2010 are set forth below: (Rs. in lac)

Particulars Financial Year Financial Year ended March ended March 31, 2011 31, 2010

Income 401.60 181.99

Profit before Interest, 355.72 154.97 Depreciation, Amortization & Taxation

Interest 0.00 8.59

Depreciation 0.33 0.03

Profit/(Loss) before tax 355.38 146.35

Less: Provision for taxation

Fringe benefit tax for 0.00 0.00 earlier year

Deferred Tax charge/ 0.01 38.57 (Release)

Income Tax for 23.95 24.87 current Year

Income Tax for Earlier 0.76 (0.84) Year

Profit/(Loss) after tax 330.66 83.74

Profit/(Loss) brought 15.85 (449.81) forward from the previous year

Balance carried forward 346.51 (366.07) to the Balance Sheet

OPERATIONS

During the period under report, the company has shown remarkable performance in comparison to the previous year. The total income in the Financial Year ended March 31, 2011 is Rs. 401.60 lac and Profit after tax is Rs. 330.66 lac as against total income of Rs. 181.99 lac and Profit after tax of Rs. 83.74 lac in the previous year ended March 31, 2010.

The company has carried forward a profit of Rs. 15.85 lac from the Financial Year ended March 31, 2010, arrived at by adjusting the amount of capital reduction and forfeiture of shares aggregating to Rs. 381.92 lac against the carry forward loss of Rs. 366.07 lac.

DIVIDEND

considering the need of funds for the business of the company, your Directors do not propose to recommend any dividend for the year 2010-11.

REVOCATION OF SUSPENSION OF TRADING

During the period under report the suspension of trading of shares of the company on Bombay Stock Exchange was revoked vide its letter dated July 30, 2010. Earlier, Delhi Stock Exchange had revoked suspension of trading of shares of the company vide its letter dated January 2, 2009. Also pursuant to reduction of capital of the company from Rs. 10/- per share to Re. 1/- per share, the shares of the company were relisted on the stock exchanges. The shares of the company are being actively traded on BSE since August 2, 2010.

SHIFTING OF REGISTERED OFFICE

With effect from December 16 2010 the Registered Office of the company has been shifted from 27/49, Vishwas Nagar, Shahdara, Delhi- 110 032 to 106, Vishwadeep Tower, Plot no. 4, District centre, Janak Puri, New Delhi-110 058

ACQUISITION OF SHAREHOLDING IN HIQ POWER ASSOCIATES PRIVATE LIMITED

The company has with effect from April 27, 2011, acquired 85% of total paid up share capital comprising of 34,000 equity shares of Rs. 10/- each in HIQ Power Associates Private Limited ("HIQ"), a company incorporated under the companies Act, 1956 and having its registered office at No. 7, Wing B, 9th Floor, Parsn Manere, 442, Anna Salai, chennai- 600 006. consequent to this acquisition, HIQ became a subsidiary of the company and in terms of clause 49 of the Listing Agreement, Mr. Kulbhushan Arora, a director of the company has been nominated as a director on the Board of HIQ.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis statement is annexed to this Report.

REPORT OF CORPORATE GOVERNANCE

Report of corporate Governance pursuant to clause 49 of the listing agreement is annexed to this Report.

DIRECTORS

Mr. Pawan Kumar, a non-executive independent director retires by rotation at the forthcoming Annual General Meeting of the company and being eligible, offers himself for re-appointment.

Mr. Pawan Kumar, aged about 52 years, joined as a director of the company on September 29, 2008. He is a commerce Graduate from the Delhi University. He has more than 30 years of work experience in Administration and Finance. Presently he is a director of Microbase Infosolution Private Limited also. He does not hold any shares in the company.

AUDITORS

M/s K. K. Jain & co., chartered Accountants, the Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment as Statutory Auditors of the company. The company has received a certificate from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the companies Act, 1956 and that they are not disqualified from such re-appointment within the meaning of Section 226 of the said Act.

AUDITORS' REPORT AND EXPLANATION

The Auditors' Report and Annexure to the Auditors' Report are self explanatory except point no. 7 of the Annexure to the Auditors' Report with respect to internal audit system. The Board of Directors hereby clarifies that the company is in the process of developing an internal audit system com- mensurate with the size of the company.

EMPLOYEES

The company did not have any employee drawing salary more than the limit prescribed under Section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 during the Financial Year ended March 31, 2011, therefore, particulars required to be disclosed thereunder have not been given.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public or its employees during the year under review.

AUDIT COMMITTEE

The Audit committee consists of Mr. Kulbhushan Arora as chairman, Mr. Sunil choudhry and Mr. Pawan Kumar as members of the committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO

Since the company is not carrying on any manufacturing activity, no particulars are required to be furnished under the provisions of Section 217(1)(e) of the companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption. There was no foreign exchange earnings and outgo during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the companies Act, 1956 with respect to the Directors' Respon- sibility Statement, it is hereby confirmed:

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 of the company for the year under review;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregulari- ties; and

(iv) That the Directors had prepared the annual accounts for the financial year ended March 31, 2011 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the continued cooperation and support the company has received from various departments of the central and State Governments, bankers, employees and shareholders of the company and expects to receive the same in the future.

For and on behalf of the Board

Sd/- Sd/- Kulbhushan Arora Sunil Choudhry Director Director

Place: New Delhi Date : May 28, 2011

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Mar 31, 2010

The Directors have pleasure in presenting theTwenty Fifth Annual Report together with the Audited Annual Accounts for the financial year ended March 31,2010.

FINANCIAL HIGHLIGHTS

The financial results of your Company for the year ended March 31, 2010 and March 31, 2009 are set forth below:

(Rs. in lacs)

Particulars Financial Year Financial Year

ended ended

March 31, March 31,

2010 2009

Income 181.99 100.95

Profit before Interest, Depreciation,

Amortization & Taxation 154.97 92.27

Interest 8.59 10.80

Depreciation - 0.03

Profit/(Loss) before tax 146.35 81.47

Less: Provision for taxation

Fringe Benefit Tax - 0.03

Deferred Tax Charge/(Release) 38.57 (38.49)

Income Tax for Current Year 24.87 9.23

Income Tax for Earlier Year (0.84) 0.38

Profit/(Loss) after tax 83.74 110.32

ProfitALoss) brought forward from the

previous year (449.81) (560.13)

Balance carried forward to the

Balance Sheet (366.07) (449.81)

OPERATIONS

The Company did not undertake any manufacturing activity during the year. Income inter-alia includes revenue earned from design engineering services rendered by the Company during the year.

DIVIDEND

Considering the need of funds for the business of the Company, your Directors do not propose to recommend any dividend for the year 2009-10.

DIRECTORS

Mr. Kulbhushan Arora, Director retires by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

REDUCTION OF CAPITAL

Consequent upon approval of the members of the Company at an Extra-ordinary General Meeting held on March 06, 2009 to the proposal for writing off of accumulated losses of the Company to the tune of Rs. 3,81,91,550 by way of writing off the whole of Share Forfeiture Account of Rs. 1,17,65,^50 and by reduction of 90% of the then existing paid up equity share capital of the company amounting to Rs. 2,64,25,800, the Company filed a petition! before the Honble Delhi High Court seeking its approval to the resolution of capital reduction. The said petition was allowed and reduction of capital was confirmed by the Honble Delhi High Court vide its order dated December 15, 2009. The order of the court confirming capital reduction became effective on February 11, 2010 upon its registration by the Registrar of Companies, NCT of Delhi and Haryana. As a result of the capital reduction, the face and paid up value of the equity shares of the Company stands reduced from Rupees 10/- each to Rupee 1/- each.

SUBSIDIARY

Consequent upon amalgamation of Tecpro Ashtech Limited with Tecpro Systems Limited pursuant to a scheme of amalgamation approved by the Honble Bombay High Court and Honble Delhi High Court, Tecpro Ashtech Limited ceased to be subsidiary of the Company with effect from March 31,2010.

AUDITORS

M/s K. K. Jain & Co., Chartered Accountants, the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be with in the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified from such re-appointment within the meaning of Section 226 of the said Act.

AUDIT REPORT AND EXPLANATION

The Auditors Report and annexure to the Auditors Report are self explanatory except point no. 7 of the annexure to the Auditors Report with respect to internal audit system. The Board of Directors hereby clarifies that Company is in the process of developing an internal audit system commensurate with the size of the Company.

EMPLOYEE

The Company did not have any employee drawing salary as prescribed under Section 217(2A) of the Companies Act, 1956 during the period under report, therefore, particulars required to be disclosed under Section 217(2A) of the Companies (Particulars of Employees) Rules, 1975 are not applicable.

PUBLIC DEPOSITS AND LOANS/ADVANCES

The Company has not accepted any deposits from the public or its employees during the year under review.

The Company has not made any loans/advances which are required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement.

AUDIT COMMITTEE

The Audit Committee consists of Mr. Kulbhushan Arora as Chairman, Mr. Sunil Choudhry and Mr. Pawan Kumar as members of the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO

Since the company is not carrying on any manufacturing activity, there are no particulars that are required to be furnished under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption. There was no foreign exchange earnings and outgo during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:-

(i) That in the preparation of the Annual Accounts for the financial year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 or loss of the Company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

(iv) That the directors had prepared the annual accounts for the financial year ended March 31, 2010 on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the continued cooperation and support the Company has received from various departments of the Central and State Government, Bankers, Financial Institutions and Shareholders of the Company and expects the same in the future.

For and on behalf of the Board

Sd/- Sd/-

Sunil Choudhry Kulbhushan Arora

Director Director

Place : Delhi

Date : May 26,2010