| 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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