Fruition Venture Ltd Director Report

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:—



(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