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Focus Industrial Resources Ltd.

BSE: 534757 Sector: Financials
NSE: N.A. ISIN Code: INE603E01023
BSE 00:00 | 20 Feb Focus Industrial Resources Ltd
NSE 05:30 | 01 Jan Focus Industrial Resources Ltd
OPEN 0.90
PREVIOUS CLOSE 0.90
VOLUME 10
52-Week high 1.15
52-Week low 0.90
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.95
Buy Qty 2000.00
Sell Price 0.94
Sell Qty 2000.00
OPEN 0.90
CLOSE 0.90
VOLUME 10
52-Week high 1.15
52-Week low 0.90
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.95
Buy Qty 2000.00
Sell Price 0.94
Sell Qty 2000.00

Focus Industrial Resources Ltd. (FOCUSINDUSTRIAL) - Director Report

Company director report

The Members

Focus Industrial Resources Limited

Your Directors have pleasure in presenting the 34th Annual Report on the business andoperations of your Company together with audited accounts for the Financial Year endedMarch 31st 2019.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2019 issummarised below:

PARTICULARS 2018-2019 2017-2018
Operating Income 7553014 16873185
Other Income - -
Total Income 7553014 16873185
Less: Total Expenses 6407097 16871557
Profit/(loss) before Depreciation & Taxes 1145917 1239849
Less: Depreciation 1238221 1238221
Less: Current tax 124589 72798
Less: Deferred Tax (120215) (72649)
Profit/(Loss) for the year (96678) 116953

STATE OF THE COMPANY AFFAIRS/CHANGES IN THE NATURE OF BUSINESS IF ANY

During the year under review your Company incurred loss of Rs 96678/- and haveturnover of Rs. 7553014/- During the year there is no change in the nature of businessof the Company.

There is no observation of the Statutory Auditors which requires any comments from theBoard of Directors of the Company.

DIVIDEND

The Board of Directors of your Company has decided that no dividend is beingrecommended for this year.

RESERVE

Your Board of Directors has transferred an amount of Rs. 2522/- to the StatutoryReserve maintained under Section 45-IC of the Reserve Bank of India Act 1934. The Companyhas not transferred any amount to the General Reserve for the FY ended March 31 2019.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2019 was Rs. 121941990/-. During theyear under review the Company has not issued shares under Private Placement/PreferentialAllotment/Right Issue/Employee Stock Option Scheme nor sweat equity.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 as prescribed in FormNo. MGT-9 is given in

Annexure 'A'.

NUMBER OF BOARD MEETINGS

The Board of Directors met Nine (9) times in the year 2018-2019. The Details of theBoard Meetings of your Company are set out in the Corporate Governance Report which formspart of this Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the Listing Regulations. There are no materially significant related partytransactions made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders. Accordingly no transactions are being reportedin Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies(Accounts) Rules 2014. However the details of the transactions with Related Party areprovided in the Company's financial statements in accordance with the AccountingStandards. All Related Party Transactions are presented to the Audit Committee and theBoard. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz. www.focuslimited.in. None of the Directors hasany pecuniary relationship or transactions vis--vis the Company.

EXPLANATION OF AUDITOR'S REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy: Since the Company is not engaged in any manufacturingactivity issues relating to conservation of energy and technology absorption are notquite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence theparticulars with respect to efforts made towards technology absorption and benefitsderived etc. are not applicable to the Company.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earnings andoutgo during the year under review.

SUBSIDIARY ASSOCIATE AND JOINT VENTURES COMPANIES

Your Company does not have any subsidiary / subsidiaries/ joint venture/associatecompany within the meaning of the Companies Act 2013.

RISK MANAGEMENT POLICY

Effective risk management is essential to success and is an integral part of ourculture. While we need to accept a level of risk in achieving our goals sound riskmanagement helps us to make the most of each business opportunity and enables us to beresilient and respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressingthem in ways that manage uncertainties minimize potential hazards and maximizeopportunities for the good of all our stakeholders including shareholders customerssuppliers regulators and employees. Risks can be broadly classified as StrategicOperational Financial and Legal/Regulatory.

In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 Company has adopted risk management policy approved by Board ofDirectors and established a risk management framework to identify mitigate and controlthe risk and threatens of risk.

INTERNAL CONTROL SYSTEMS

The Company's internal control system is commensurate with its size scale andcomplexities of its operations. Ms. Veena Gupta carries out Internal Audit on the randombasis to detect flaws in the system. Internal Audit reports are prepared on the respectiveareas to create awareness and corrective actions are taken to rectify them. These reportsare reviewed by the Audit Committee of the Board for follow up action. The Audit Committeeof the Board of Directors also reviews the adequacy and effectiveness of internal controlsystems and suggests improvement for strengthening them from time to time.

DIRECTORS & KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and Section 152 and otherapplicable provisions of Companies Act 2013 Mr. Ram Kishan Singh (DIN:07819542)Director is retiring by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment. The Board recommends his re-appointment.

RESIGNATION OF MR. SANTANU KUMAR DASH FROM THE POST OF DIRECTORSHIP OF THE COMPANY

Mr. Santanu Kumar Dash (DIN: 02154069) Non executive Non Independent Director hasresigned from the post of directorship of the Company w.e.f April 11 2019 due to Personalreason. The Board places on record the valuable services rendered by Mr. Santanu KumarDash during his tenure as a Director of the Company and expresses its deep sense ofappreciation and gratitude for the same.

INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed period of five years from the date oftheir appointment at the Annual General Meeting and are not liable to retire by rotation.The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149 (6).

RESIGNATION OF MR. PAWAN KUMAR PODDAR AS AN INDEPENDENT DIRECTOR OF THE COMPANY

Mr. Pawan Kumar Poddar Non executive Independent Director has resigned from the post ofdirectorship of the Company w.e.f June 13 2019 due to other pre-occupations. He isoccupied with his family business. He also confirmed that there was no material reason forhis resignation from Board of Director of the Company as Independent director other thanwhat is mentioned herein above.

KEY MANAGERIAL PERSONNEL (KMP)

During the year Ms. Silky Kapoor has resigned from the post of Company Secretary KeyManagerial Personnel and Compliance officer of the Company w.e.f July 19 2018.

Pursuant to recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company at its meeting held on July 19 2018 unanimously appointed Ms.Kanika Chhabra as Company Secretary of the Company.

At the end of Financial Year. The KMPs of the Company as follows:

Ms. Mamta Jindal Managing and Executive Director

Mr. Punit Seth Chief Financial Officer and

Ms. Kanika Chhabra Company Secretary

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

An Adjudication Order dated March 14 2019 was passed under Rule 5 of SecuritiesContract Regulation (Procedure for Holding Inquiry and Imposing Penalties by AdjudicatingOfficer) Rules 2005 in respect of the Adjudication Proceedings conducted against theCompany for violation of the provisions of Clause 35 (b) of Listing Agreement read withSection 21 of SCRA and also in terms of the provisions of Rule 6 of Securities ContractRegulation (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer)Rules. 2005. The Adjudicating officer imposed a penalty of Rs 10 00000/- (Rupees TenLakhs only) on the Company. The Company is in the process of filing an Appeal before theHon'ble Securities Appellate Tribunal Mumbai.

PUBLIC DEPOSIT

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not acceptedany deposits from the public during the year under review and shall not accept anydeposits from the public and to this effect an undertaking is given to the Reserve Bank ofIndia.

DECLARATION ON INDEPENDENT DIRECTORS

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.

SECRETARIAL AUDITOR AND THEIR REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr.Prashanth Kumar Gupta Company Secretary in Practice of M/s KPG & Associates PracticingCompany Secretaries. The Practicing Company Secretary has submitted his Report on theSecretarial Audit conducted by him which is annexed to this Board's Report as Annexure-'C'.

BOARD'S OBSERVATIONS TO SECRETARIAL AUDIT REPORT

The Secretarial Auditors (Auditors) have submitted their report in form No. MR3 andqualified their opinion/observations in respect of the secretarial Audit conducted for thefinancial year 2018- 19 as under and the Board's response are given against eachqualification/Observation as follows:

1. The Company has not paid Annual Listing of Bombay Stock Exchange for year endedMarch 2018 and March 2019 which is Non-Compliance of Regulation 14 of (listingobligations and disclosure requirements) regulations 2015.

2. The Company has not filed MGT 14 for Appointment of Internal Auditor as on date ofsigning of this Report.

3. The Company has not obtained membership from 4 Credit Information Companies (CICs)as directed by Reserve Bank of India.

Board's Response:

1. The Company has a track record of duly making the payment to the Bombay StockExchange. However this time the delay is because of the unstable financial condition ofthe Company and the company is in the process of payment of fees as the amount involved ishefty.

2. The Company shall file the form MGT 14 for Appointment of Internal Auditor as soonas possible

3. The Company has initiated the process of obtaining memberships with all the CreditInformation Companies and shall get itself registered. The delay in the registration isbecause of the payment of the Registration fee of Rs 70800/-. At present the Company isfacing severe financial crisis and will soon get itself registered.

The Board has taken on record all the observation of Auditor and tried to comply withthe same. The Company is diligent in its compliances and will also take due care of allthe compliances in the near future.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

In accordance with Regulation 25 of the Listing Regulations the Board has adopted aFamiliarization Programme for Independent Directors to familiarize the IndependentDirectors of the company with the organization. The Company also aims at informing theDirectors on the legal regulatory as well as socio-economic regime in which the Companyfunctions. The familiarization Programme for the new and continuing Independent Directorsof the Company ensures valuable participation and inputs from them which helps in bringingforth the best practices to the Company and help in making informed decision(s) at theBoard Level.

The details of such Familiarisation Programme for Independent Director are uploaded onthe website of the company and the web link of the same is provided here under: http://focuslimited.in/policies.html.

INTERNAL FINANCIAL CONTROL

Internal control framework including clear delegation of authority and standardoperating procedures are established and laid out across all businesses and functions.These are reviewed periodically at all levels. The risk and control matrices are reviewedon a quarterly basis and control measures are tested and documented. These measures havehelped in ensuring the adequacy of internal financial controls commensurate with the scaleof operations of the company.

BOARD COMMITTEES

In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters composition and meetings heldduring the financial year are provided in the "Report on Corporate Governance"as a part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS

The Board is committed to transparency in determining its performance committees andin assessing the performance of members. During the year the Board with the assistance ofNomination and Remuneration Committee has completed the evaluation exercise whichincludes the evaluation of the Board as a whole committees and Directors as per theinternally designed evaluation process approved by the Board.

The evaluation tested key areas of the board's work including strategy businessperformance risk and governance processes. The need to balance its monitoring activitieswith discussion on strategic matters was recognized and ought to be continually borne inmind. The evaluation considers the balance of skills experience independence andknowledge of the Company and the Board its overall diversity and analysis of the Boardand its Directors' functioning.

The feedback of the evaluation exercise was collated and discussed with the Board andan action plan to further improve the effectiveness of Board and committees is put inplace.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism a comprehensive Whistle Blower Policy incompliance with Section 177 (9) & 177 (10) of the Companies Act 2013 and as perRegulation 4 (2) (d) (iv) & 34 (3) read with Para 10 of Part C of Schedule V of theSEBI (LODR) Regulations 2015 to provide avenues to the Directors and employees to bringto the attention of the management the concerns about behaviour of employees that raiseconcerns including fraud by using the mechanism provided in the Whistle Blower Policy. Thesaid policy has been uploaded on the website of the Company.

A brief note on the highlights of the Whistle Blower Policy and compliance with thesame is also provided in the Report on Corporate Governance which forms part of thisReport.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best Corporate Governancepractices. The report on Corporate Governance as stipulated under the Listing Regulationsforms an integral part of this Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance is attached tothe report on Corporate Governance.

REMUNERATION POLICY

The Board of Directors has on the recommendation of the Nomination & RemunerationCommittee framed a policy which lays down a framework concerning remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The Policy alsocovers criteria for selection and appointment of Board Members and Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

(A). The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report and is annexed as "Annexure- B" to this Report.

(B). The statement containing particulars of employees as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Companies Act 2013 the same is open for inspectionat the Registered Office of the Company. Copies of this statement may be obtained by themembers by writing to the Company Secretary.

There are no employees employed throughout the financial year and in receipt ofremuneration of one crore and two lakh rupees or employed for part of the year and inreceipt of eight lakh and fifty thousand rupees per month to be reported under Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

STATUTORY AUDITORS

M/s. Vishnu Aggarwal Associates Chartered Accountants were appointed as the Auditor ofthe Company by the shareholders for a period of 5 years in the Annual General Meeting ofthe Company held for F.Y. 2016-2017 subject to ratification at subsequent Annual GeneralMeetings.

However Ministry of Corporate Affairs vide its Notification dated 7th May 2018amended provisions of Rule 3(7) of Companies (Audit and Auditors) Rules 2014 andaccordingly provisions of requirement of ratification of appointment of auditor at everygeneral meeting is dispensed with. Therefore at the ensuing general meeting members arenot required to ratify Auditor's appointment and M/s. Vishnu Aggarwal AssociatesChartered Accountants shall continue to act as Statutory Auditors for the remaining periodof the term.

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.

AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made by M/s. VishnuAggarwal Associates Chartered Accountants Statutory Auditors in their report for theFinancial Year ended March 31 2019. The Statutory Auditors have not reported any incidentof fraud to the Audit Committee of the Company in the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and Circular/ Notifications/ Directions issued by Reserve Bank of Indiafrom time to time the Management Discussion and Analysis of the financial condition andresult of operations of the Company for the year under review is presented in a separatesection forming part of the Annual Report.

FAIR PRACTICE CODE

The Company has in place a Fair Practice Code approved by the Board in compliancewith the guidelines issued by the RBI to ensure better service and provide necessaryinformation to customers to take informed decisions. The FPC is available on the websiteof the Company at http://focuslimited.in/fair_practice.html. The FPC is alsoreviewed by the Board at frequent intervals to ensure its level of adequacy andappropriateness.

PROHIBITION OF INSIDER TRADING:

SEBI vide its Notification No. SEBI/LAD-NRO/GN/2018/59 dated December 31 2018 hasamended the SEBI (prohibition of Insider Trading) (Amendement) (Regulations) 2018 whichbecome applicable from April 1 2019. In Compliance with the aforesaid notification ofSEBI the Company has revised Model Code of Conduct of Insider Trading Regulations whichis applicable to all the Designated persons of the Company who are expected to have accessto the Unpublished price sensitive Information relating to the Company.

The said Code lays down guidelines which advises them on procedure to be followed anddisclosure to be made while dealing in the shares of the Company. It is available at thewebsite of the Company www.focuslimited.in

FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such no amount was outstandingas at the Balance Sheet date.

LISTINGS

The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock ExchangeLimited.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate andare operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that these are adequate and are operating effectively;

RBI GUIDELINES

As a Systemically Important Non-Deposit taking Non-Banking Finance Company yourCompany always aims to operate in compliance with applicable RBI laws and regulations andemploys its best efforts towards achieving the same.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website www.focuslimited.in:

1) Code of Conduct

2) Whistle Blower Policy/ Vigil Mechanism Policy

3) Fair Practice Code as per RBI Norms.

4) Policy for determination of Materiality for disclosure of events or information.

5) Policy for preservation of documents & Archival Policy

6) Familiarisation Programmes for Independent Directors.

7) Board Diversity Policy.

8) Related Party Transaction Policy.

9) Risk Management Policy.

10) Remuneration Policy

THE RBI NORMS AND ACCOUNTING STANDARDS

To comply with RBI directions your Company has closed its accounts for the full yearending March 2019 and your Company continues to comply with the directives issued as wellas the norms prescribed by Reserve Bank of India for NBFCs.

RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category 'B' Non-BankingFinance Company". The Company has complied with all the applicable regulations of theReserve Bank of India

DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility as prescribed under the provisions of Sec 135 of theCompanies Act 2013 is not applicable to the Company as the Company doesn't fulfill thecriteria specified therein.

COMPLIANCE WITH SECRETARIAL STANDARDS SS-1 & SS-2

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on the Meetings of the Board of Directors and GeneralMeetings.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report is applicable to top 500 Companies listed on StockExchange in India hence it is not applicable to our Company.

GREEN INITIATIVES

Electronic copies of the Annual Report for F.Y 2018-19 and the Notice of the 34th AGMare sent to all members whose email addresses are registered with the Company / depositoryparticipants. For members who have not registered their email addresses physical copiesare sent in the permitted mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has not fall in requirements of the Sexual Harassment of Women at theWorkplace (prevention Prohibition & Redressal) Act 2013. Also the Company has notreceived any complaints in this regard.

ACKNOWLEDGMENTS

Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilisation of the Company's resources for sustainable andprofitable growth.

The Directors wish hereby to place on record their appreciation of the efficient andloyal services rendered by each and every employee without whose whole-hearted effortsthe overall satisfactory performance would not have been possible.

Your Directors look forward to the long term future with confidence.

For and on behalf of the Board of Directors
For Focus Industrial Resources Limited
Sd/-
(Ms. Mamta Jindal)
Place : Delhi Chairperson & Managing Director
Dated : September 02 2019 DIN : 00085096

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