DIRECTORS' REPORT To, The Members, Fortune International Limited Your directors have pleasure in presenting the Thirty Third Annual Report of Fortune International Limited along with the Standalone Audited Financial Statement of the Company for the year ended on 31st March, 2015. 1. BACKGROUND Fortune International Limited is Govt, of India recognized Start Trading House, engaged in the business of procuring, trading and exporting a number of product groups including engineering goods, commodities to various parts of the world. 3. RESERVES The Company doesn't propose to transfer any amount into the general reserve. 4. DIVIDEND In view of unavailability of sufficient profits, the Board of Directors of the Company regrets their inability to recommend any dividend for the financial year ended 31st March, 2015. 5. LISTING The Equity shares of the Company continue to remain listed on BSE Limited, Delhi Stock Exchange Limited and the Calcutta Stock Exchange Limited. 6. DEPOSITS The Company has not accepted any deposit within the meaning of Sections 2(31) and 73 of the Companies Act, 2013 and the rules framed thereunder during the Financial Year 2014-15. 7. PARTICULARS OF LOANS, GAURANTEE OR INVESTMENTS The Company has not given any loan or guarantee and has not made any investment covered under the provisions of section 186 of the Companies Act, 2013 in the securities of any other bodies Corporate during the financial year ended 31st March, 2015. 8. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required to be disclosed under clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are furnished herein below: a. Conservation of Energy Although the operation of the Company is not energy intensive, it continues to adopt energy conservation measure at all operational levels. b. Technology Absorption Your Company has not imported any technology during the year under review c. Foreign Exchange Earning and Outgo During the year under review, there were no transactions in Foreign Currency. 9. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on Management discussion and Analysis, as approved by the Board of Directors, which includes details on the state of affairs of the Company as required to be disclosed in Directors' Report, forms a part of this Annual Report. Further, the Corporate Governance Report, duly approved by the Board of Directors, together with a certificate from the Statutory Auditors confirming the compliance with requirements of clause 49 of the Listing Agreement forms part of this Annual report. 10. SUBSIDIARY COMPANIES The Company does not have any subsidiary company at present. 11. DIRECTORS a) In accordance with section 152 (6) of the Companies Act, 2013 and clause 91 & 92 of Articles of Association of the Company, Mrs. Ruchika Bharadwaj (DIN-00288459), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company. Mrs. Ruchika Bharadwaj is eligible and offers herself to get re-appointed at the ensuing Annual General Meeting of the Company. b) Pursuant to section 149 (4) of the Companies Act, 2013 and the rules framed thereunder Mr. Shailesh Prasad, Director of the Company is proposed to be appointed as Independent Director in the ensuing Annual General Meeting of the Company for a term of five years. Further as per sections 149 (10) and 152 of the Companies Act, 2013, the Independent Directors of the Company are not liable to retire by rotation. c) Mr. Nivedan Bharadwaj (DIN 00040191), who was earlier designated as whole time Director of the company by members at the 32nd Annual General Meeting held on 30th September, 2014, is re-designated as Managing Director of the company in the ensuing Annual General Meeting. 12. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declarations from all the independent directors in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement. 13. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. 14. POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES The Board based on recommendation of the Nomination & Remuneration Committee, has formulated a policy on remuneration, of directors, Key Managerial Personnel and other employees. The policy covers the appointment including criteria for determining qualifications, positive attributes, independence and remuneration of its directors, KMPs and other employees of the Company and other matters provided under sub - section (3) of section 178 of the Companies Act, 2013 adopted by the Board is appended as Annexure-Ato the Directors' Report. 15. MEETING OF BOARD OF DIRECTORS During the year four Board Meetings were held, the details of which are given in the Corporate Governance Report. Maximum gap between the meetings is well within the limits prescribed under Companies Act, 2013 and clause 49 of the Listing Agreement. 16. MEETING OF AUDIT COMMITTEE During the year four Audit Committee Meetings were held which were in compliance with the requirement of the Companies Act, 2013 and clause 49 of the Listing Agreement. The details of which are given in the Corporate Governance Report. All the recommendations of the Audit Committee have been accepted by the Board. 17. AUDITORS (i) Statutory Auditors M/s. L.N. Malik & Co, Chartered Accountants, (ICAI Firm Registration No. 015992N) were appointed as the Statutory Auditor of the Company at the Annual General Meeting ("AGM") held on 30th September 2014. The Company has obtained consent letter and the necessary certificate under Section 141 of the Companies Act 2013, from the auditors, conveying their eligibility for the above appointment. As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint M/s L.N. Malik & Co, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Thirty Fourth AGM of the Company and authorize the Board of Directors to fix their remuneration. (ii) Secretarial Auditor As per section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company had appointed Mr. Deepak Rane, Practicing Company Secretary (CP No.8717) as Secretarial Auditor for carrying out the secretarial audit. The Secretarial Audit Report in the prescribed form is annexed as Annexure- B to this report. There are no qualifications, reservations, adverse remarks or disclaimer made by the Secretarial Auditors in their report. (iii) Internal Auditor As per section 138 of the Companies Act, 2013 and (Rule 13) of the Companies (Accounts) Rules, 2014. The Company had appointed Mr. Pankaj Kumar, Practicing Chartered Accountant as Internal Auditor of the Company. 18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower. 19. HUMAN RESOURCES Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure- C to this Report. Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. 20. DIRECTOR'S RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your directors confirm that: (a) in the preparation of the annual accounts for the Financial Year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period; (c) the directors have 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 have prepared the annual accounts for the Financial Year ended March 31, 2015 on a going concern basis; (e) Proper internal financial controls were in place and these internal financial controls were adequate and operating effectively. (f) the directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 21. EXTRACTS OF ANNUAL RETURN According to the provisions of Section 92(3) of the Companies Act, 2013, the prescribed Form MGT-9 (Extract of Annual Return) is annexed as Annexure-D and forms an integral part of this report. 22. RISK MANAGEMENT POLICY The Company has formulated a Risk Management Policy which reflects the overall risk management philosophy, the Company's overall approach to risk management and the role and responsibilities for risk management. Risk management forms an integral part of the business planning and review cycle. The Company's Risk Management Policy is designed to provide reasonable assurance that objectives are met by integrating management control into the daily operations, by ensuring the compliance with legal requirements and by safeguarding the integrity of the Company's financial reporting and its related disclosures. 23. RELATED PARTY TRANSACTIONS All the transactions done with related parties for the year under review were on arm's length basis and are in compliance with the applicable provisions of the Act. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Transactions with related parties were entered by the Company in the normal course of business of the Company. The particulars of contracts entered during the year are shown in Form AOC- 2, which is annexed to this report as Annexure- E 24. ACKNOWLEDGEMENTS The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of all the employees of the Company. For and on behalf of the Board Sd/- Nivedan Bharadwaj Whole-Time Director (DIN-00040191) Sd/- Rekha Shrivastava Director (DIN-00051261) Date: 2nd September, 2015 Place: New Delhi Regd. Office: G - 4, C- Block Community Centre, Naraina Vihar, New Delhi -110028 |