To
The Members of Fruition Venture Ltd.
Your directors have pleasure in presenting the 30th Annual Report of your Company
together with the Audited Annual Accounts for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous
year's figures are given hereunder:
(Amount in lakhs)
| Particulars |
Financial Year ended 31st March, 2024 |
Financial Year ended 31stMarch, 2023 |
| Net Sales /Income from Business Operations |
16.08 |
434.92 |
| Other Income |
13.83 |
8.00 |
| Total Income |
29.90 |
442.91 |
| Less:-Expense |
52.89 |
458.06 |
| Profit before Tax |
-22.99 |
-15.15 |
| Net Profit after Tax |
-35.83 |
8.32 |
| Other Comprehensive Income |
6.01 |
-12.94 |
| Net Profit for the year |
-29.82 |
-4.62 |
| Amount transferred to General Reserve |
- |
- |
| Balance carried to Balance Sheet |
-29.82 |
-4.62 |
2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS • Company performance-
During the year ended 31st March, 2024 under review the total income of the Company was
Rs29.90 Lakh as against Rs 442.91 Lakh for year ended 31st March, 2023. The Company having
a net loss of Rs. 29.82 Lakh for the year ended 31st March, 2024against a loss of 4.62
Lakh for year ended 31st March, 2023.
• State of company affairs-
The Company is engaged in the business of trading and manufacturing of commodities.
During the current year, the company has commissioned injection moulding machines for
manufacturing of plastic products. Detailed information on the operations of the Company
and details on the state of affairs of the Company are covered in the Management
Discussion and Analysis Report attached to this report.
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 years, to come, the Company will strive to achieve the projected profitability and
increase its scale of operation.
• Change in nature of Business of the Company
The company was previously engaged in the trading of commodities. During the year the
company has diversified its business activities and commissioned injection moulding
machines to manufacture plastic products.
• 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
There has been no material changes and commitments which affects the financial position
of the Company occurred between the end of the financial year of the Company and date of
this report.
3. DIVIDEND
No dividend is being recommended for this year due to loss.
4. SHARE CAPITAL
The Paid up Equity Share Capital as on 31st March, 2024 was Rs. 4,00,00,000 (Rs. Four
crore only).
5. SHARES
a) Bonus Shares
Nil Bonus Shares were issued during the year under review.
b) Buyback shares
The Company has not bought back any of its securities during the year under review.
c) Sweat Equity shares
The Company has not issued any Sweat Equity Shares during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees
6. 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 was
no dividend declared and paid last year.
7. INDIAN ACCOUNTING STANDARDS (IND-AS1
Financial Statements of your Company for the financial year ended 31st March, 2024, are
prepared in accordance with Indian Accounting Standards (IND-AS), as notified under
Section 133 of the Companies Act, 2013 ('the Act') read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.
8. FIXED DEPOSITS
The Company has not invited deposits from public in accordance with the Section 73 and
74 of the Companies Act, 2013
9. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company as on 31st
March, 2024.
10. CORPORATE GOVERNANCE
The Company is not required to submit Corporate Governance Report as the equity share
capital and net worth of the Company is less than required limits as on the last date of
the previous financial year. Provided that where the provision of the Act becomes
applicable to the Company at a later date, the Company shall comply with the requirements
within six months from the date on which the provisions become applicable to the Company.
11. 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 on the website of Company.
12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
Provisions of Corporate Social Responsibility are not applicable on Company.
13. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part
of this Annual Report. It speaks about overall industry structure, global and domestic
economic scenarios, developments in business operations, internal controls and their
adequacy, risk management systems and other material developments during the Financial
Year 2023-24.
14. ANNUAL SECRETARIAL COMPLIANCE REPORT
Secretarial standard Compliance Report for the financial year ended 31 March, 2024 was
not applicable on our company.
15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated in Section 134(3)(m) of the Companies Act, 2013 and rules
framed there under is enclosed herewith as "Annexure -1".
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT. 2013
The detail of Loan and Investments made by Company as at end of the financial year is
as under:
Amount in Lakhs
| Description |
Loans/Advance/ Investments as at 31.03.2024 |
Loa n s/Ad va n ce/ Investments as at 31.03.2023 |
| Advances |
7.76 |
2.76 |
| Investment |
17.29 |
11.27 |
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATEDPARTIES
There were contract or arrangements made with related parties as defined under Section
188 of the Companies Act, 2013 during the year under review and details are enclosed
herewith as "Annexure - 2". Policy on related party contracts and
arrangements is attached on the website of Company with link of the company.
18. 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 provisions of Listing
Agreement/ Listing Regulations, the Nomination & Remuneration Committee (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 is attached on the website of Company with link of
the Company.
Nomination And Remuneration Policy and Remuneration Policy for Directors, Key
Managerial Personnel and other employees is attached on the website of Company.
19. DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to
statement on declaration given by Independent Directors under Section 149(6) of the Act
and under Regulation 16 and 25 of SEBI Listing Regulations, the Board hereby confirms that
all the Independent Directors of the Company have given a declaration and have confirmed
that they meet the criteria of Independence and there has been no change in the
circumstances affecting their status as Independent Director of the Company.
The Company has also received a declaration from all the Independent Directors that
they have registered their names in the Independent Director data bank and pass/ exempt
requisite proficiency test conducted by Ministry of Corporate Affairs.
After undertaking a due assessment of their disclosures, in the opinion of the Board of
Directors, all the Independent Directors fulfilled the requirements of the Companies Act,
2013 and the Listing Regulations and were Independent of the management of the Company.
20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The detail of programs for familiarization of Independent Directors with the Company,
their roles, rights, responsibilities in the Company and related matters are put up on the
website of the Company.
21. BUSINESS RESPONSIBILITY REPORT
Your Company is not required to submit Business Responsibility Report for the year
ended 31st March, 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations,
Provided that where the provision of the Act becomes applicable to the Company at a later
date, the Company shall comply with the requirements within stipulated time from the date
on which the provisions become applicable to the Company.
22. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2024, in prescribed e-form MGT-7 in
accordance with Section 92(3) of the Act, read with Section 134(3)(a) of the Act, is
available on the Company's website at http://www.fruitionventure.com Further the Annual
Return (i.e. e-form MGT-7) for the FY24 shall be filed by the Company with the Registrar
of Companies, Delhi, within the stipulated period and the same can also be accessed
thereafter on the Company's website at http://www.fruitionventure.com
23. DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the dematerialized
form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.
The Company has established connectivity with both the Depositories viz. National Security
Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to
facilitate the demat trading. As on 31st March, 2024, 73.79% of the Company's Share
Capital is in dematerialized form.
The ISIN allotted to the equity shares of the Company isINE836C01015. The Company's
shares are frequently traded on BSE Limited.
24.SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
There were no proceedings initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.
25. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial year under review.
26. PARTICULARS OF EMPLOYEES:-
The Percentage increase in remuneration, ratio of remuneration of each director and key
Managerial Personnel (KMP) as required under Section 197(12) of the Companies Act , 2013,
read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 form part of Annexure-3 to this Board report.
The Company has three employee as of March 31st 2024 excluding directors.
27. NUMBER OF BOARD MEETINGS
The Company had Twelve (12) Board meetings during the financial year under review. The
Maximum interval between any two meetings did not exceed 120 days as prescribed by the
Companies Act, 2013. Details are as follows:
| S.No. |
Date of Board Meeting |
| 1. |
14th April, 2023 |
| 2. |
10th May, 2023 |
| 3. |
29th May, 2023 |
| 4. |
14th August, 2023 |
| 5. |
25th August, 2023 |
| 6. |
26th August, 2023 |
| 7. |
29th September, 2023 |
| 8. |
14th October, 2023 |
| 9. |
14th November, 2023 |
| 10. |
27th November, 2023 |
| 11. |
15th January, 2024 |
| 12. |
14th February, 2024 |
Meeting for Independent Director for financial year 2023-24 was held on 14th November,
2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Details of Directors:
| SI. No |
Name |
Designation |
| 1 |
Mr. Nitin Aggarwal |
Managing Director |
| 2 |
Mr. Krishan Kumar Aggarwal |
Director |
| 3 |
Ms. Shefali Kesarwani |
Independent Director |
| 4 |
Mr. Amit Singh Tomar |
Independent Director |
Details of KMP:
In terms of Section 203 of the Act, the following are Key Managerial Personnel of your
Company:
| SI. No |
Name Designation |
| 1 |
Mr. Arihant Sukhlecha Company Secretary & Compliance Officer |
| 2 |
Mr. Jitender Kumar CFO |
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
| SL. NO. |
Date of meeting |
| 1 |
10.05.2023 |
| 2 |
29.05.2023 |
| 3 |
14.08.2023 |
| 4 |
25.08.2023 |
| 5 |
14.11.2023 |
| 6 |
14.02.2024 |
Total six meetings held during this year. During these meetings the Committee discussed
the annual results, the half-yearly results and the quarterly results and shared the items
discussed with the Supervisory Board. Other topics discussed included the Management
Board's methods for the assessment of the effectiveness of the design and operation of the
company's internal risk and control systems, new and proposed legislative initiatives
related to accounting, auditing and financial reporting, tax planning, tax strategy and
monitoring, the company's compliance with rules and regulations, the company's Code of
Conduct and Whistle-blower Policy.
• Nomination and Remuneration Committee
| SL. NO. |
Date of meeting |
| 1 |
14.04.2023 |
| 2 |
25.08.2023 |
| 3 |
26.08.2023 |
| 4 |
29.09.2023 |
| 5 |
27.11.2023 |
During the meetings the Remuneration and Appointment Committee reviewed the company's
General Remuneration Policy. It also outlined proposals for the remuneration of the
individual members of the Management Board. Other duties included regulations in relation
to remuneration policies and the preparation of the Remuneration Report.
• STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year under review investor grievances were taken care of.
28. PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing
Regulations, the Board has carried out an annual performance evaluation of its Independent
Directors and the Independent Directors also evaluated the performance of Non- Independent
Directors. The Board of Directors expressed their satisfaction with the evaluation
process. The Board of Directors also evaluated the functioning/performance of Audit
Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee,
expressed satisfaction with their functioning/ performance.
29. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Act (including any
statutory modification(s) or re-enactment(s) for the time being in force) and Regulation
19 of the SEBI Listing Regulations. The salient aspects covered in the Nomination and
Remuneration Policy has been outlined in the Corporate Governance Report which forms part
of this report.
The Managing Director of your Company is not drawing remuneration from the Company. The
information required under Section 197 of the Companies Act, 2013 read with Rule 5(1),
5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of Directors/employees of the Company and a statement showing the
names of top ten employees of the Company in terms of remuneration drawn and other
particulars of the employees drawing remuneration in excess of the limits set out in said
rules are given in "Annexure - 3" to this Report.
The remuneration paid to the Directors is in accordance with the Remuneration Policy
formulated in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing
Regulations (including any statutory modification(s) or reenactment(s) thereof for the
time being in force).
30. Auditors
• STATUTORY AUDITORS
M/s Sunil K Gupta & Associates, Chartered Accountants, New Delhi have been
appointed as the statutory auditor for a period of five years from the conclusion of 29th
Annual General Meeting.
• SECRETARIAL AUDIT
Under the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder M/s Jinu Jain, Company Secretaries, Practicing Company secretary has given
secretarial audit report for financial year 2023-24, secretarial audit report forms part
of the Board Report as Annexure -4.
• INTERNAL AUDIT
Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of
the Companies (Accounts) Rule, 2014 as amended from time to time, the Company is required
to appoint an internal auditor of the Company to conduct internal audit of the functions
and activities of the Company. In compliance with the above provisions, your Company has
complied with the provisions.
• INTERNAL FINANCIAL CONTROLS
The Company has internal control procedures and sufficient internal control checks
considering the size and nature of its business and the Board of Directors are of the view
that those controls are adequate with reference to the financial statements.
• Cost Records and Cost Audit
Requirement of Cost Audit as stipulated under the provisions of Section 148 of the Act,
are not applicable for the business activities carried out by the Company.
31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a
formal mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee.
It is affirmed that no personnel of the Company has been denied access to the Audit
Committee.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 Pursuant to the legislation The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on
Prevention of Sexual Harassment at Workplace.
Your Company has constituted an Internal Complaints Committee (ICC) to investigate and
resolve sexual harassment complaints.
The Company in its endeavour for zero tolerance towards any kind of harassment,
including sexual harassment, or discrimination at the workplace has in accordance with the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company has not received any complaint under the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.
33. CODE OF CONDUCT
As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with
Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for its Board of Directors and senior management and
employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code
is applicable to Directors and senior management and employees to such extent as may be
applicable to them depending upon their roles and responsibilities. The Code gives
guidance and support needed for ethical conduct of business and compliance of law. The
Code reflects the values of the Company viz. Customer Value, Integrity, one team and
Excellence.
A copy of the Code has been uploaded on the Company's website. The Code has been
circulated to all the Directors and Management Personnel and its compliance is affirmed by
them annually. A declaration signed by the Company's Managing Director for the compliance
of this requirement is published in this Report.
34. CODE OF CONDUCT TO REGULATE. MONITOR AND REPORT TRADING BY INSIDERS
In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from
time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading
(Insider Code) as approved by the Company's Board. A copy of the code has been uploaded on
the Company's website. Any Insiders (as defined in Insider Code) including designated
employees & persons and their relatives are, inter- alia, prohibited from trading in
the shares and securities of the Company or counsel any person during any period when the
"unpublished price sensitive information" are available with them. The Insider
Code also requires pre-clearance for dealing in the Company's shares and prohibits dealing
in Company's shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the Trading Window is closed.
36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS.
The Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board meetings and Annual General Meetings.
ANNEXURES FORMING PART OF THE DIRECTOR'S REPORT
The Annexures referred to in this Report and other information which are required to be
disclosed are annexed herewith and form a part of this Report.
| Annexures |
Particulars |
| Annexure-1 |
Particulars of Conservation of Energy, Technology Absorption and Foreign and Outgo |
| Annexure-2 |
Related Party Transaction Disclosure in Form AOC-2 |
| Annexure-3 |
Particulars Of Employees Remuneration |
| Annexure-4 |
Secretarial Audit Report |
| Annexure-5 |
Certificate of Non-Disqualification of Directors |
| Annexure-6 |
Declaration Regarding Compliance of Code of Conduct |
| Annexure-7 |
Certification by CEO/ MD & CFO |
35.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 annual 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.
36. ACKNOWLEDGEMENTS
Your directors place on records their sincere thanks to bankers, business associates,
consultants and various Government Authorities for their continued support extended to
your Company's activities during the year under review. Your directors also acknowledge
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 |
|
Sd/- |
Sd/- |
| Date: 02-09-2024 |
Nitin Aggarwal |
Krishan Kumar Aggarwal |
| Place: New Delhi |
Managing Director |
Director |
|
DIN: 01616151 |
DIN: 02452405 |
