Focus Industrial Resources Limited
Your Directors have pleasure in presenting the 33 Annual Report on the business andoperations of your Company together with audited accounts for the Financial Year endedMarch 31 2018.
The financial performance of your Company for the year ended 31 March 2018 issummarised below:
|PARTICULARS ||2017-2018 ||2016-2017 |
|Operating Income ||16873185 ||18484 602 |
|Other Income || ||67345 |
|Total Income ||16873185 ||18551947 |
|Less: Total Expenses ||16871557 ||18103138 |
|Profit/(loss) before Depreciation & Taxes ||1239849 ||1546882 |
|Less: Depreciation ||1238221 ||1098073 |
|Less: Current tax ||72798 ||88925 |
|Less: Deferred Tax ||(72649) ||49760 |
|Profit/(Loss) for the year ||116953 ||310124 |
STATE OF THE COMPANY AFFAIRS/CHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Company's profit before tax is Rs 117102/- andregistered a Net Profit of Rs. 116953/- During the year there is no change in the natureof business of the Company.
There is no observation of the Statutory Auditors which requires any comments from theBoard of Directors of the Company.
The Board of Directors of your Company has decided that no dividend is beingrecommended for this year.
The Company has transferred Rs. 23416 to the Special Reserve of the Company.
The paid up Equity Share Capital as on March 31 2018 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
NUMBER OF BOARD MEETINGS
The Board of Directors met Nine (9) times in the year 2017-2018. 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. Omnibus approval is obtained for the transactions which are foreseen and repetitivein nature. 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.
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.
Your Company does not have any subsidiary / subsidiaries within the meaning of theCompanies 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
APPOINTMENT OF MS. MAMTA JINDAL AS CHAIRPERSON & MANAGING DIRECTOR
Ms. Mamta Jindal (DIN 00085096) Director of the Company was appointed as Chairperson& Managing Director for a term/period of five years with effect from November 13 2017and nomination and remuneration terms as approved by the Board.
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.
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).
KEY MANAGERIAL PERSONNEL (KMP)
During the year Mr. Pradeep Kumar Jindal vacated the office and from the post ofManaging Director of the Company on October 12 2017 due to disqualification u/s 164(2)(A)of the Companies Act 2013 with immediate effect.
Pursuant to recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company at its meeting held on November 13 2017 unanimously appointedMs. Mamta Jindal as Chairperson & Managing Director of the Company for a period offive years with effect from November 13 2017 subject to approval of the Members at theensuing Annual General Meeting (AGM). The necessary resolution for the appointment of Ms.Mamta Jindal along with her brief profile and Additional Information required under theListing Regulations is included in the notice convening the Thirty third AGM of theCompany for shareholders' approval.
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. SilkyKapoor Company Secretary
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators / Courtswhich would impact the going concern status of the Company and its future operations.
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 & AssociatesPracticing Company Secretaries. The Practicing Company Secretary has submitted his Reporton the Secretarial Audit conducted by him which is annexed to this Board's Report.
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 2017- 18 as under and the Board's responses are given against eachqualification/ observation as follows: Board's Response : The Board has taken onrecord all the observation of Auditor and tried to comply with the same. The Company isdiligent in its compliances and will also take due care of all the compliances in the nearfuture.
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.
In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:
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 CorporateGovernance" 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 to provide avenues to the Directors andemployees to bring to the attention of the management the concerns about behaviour ofemployees that raise concerns including fraud by using the mechanism provided in theWhistle Blower Policy. The said policy has been uploaded on the website of the Company.
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.
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
Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof this report. In terms of Section 136 of the Companies Act 2013 the same is open forinspection at the Registered Office of the Company. Copies of this statement may beobtained by the members 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.
In accordance with the provisions of Section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 the Board of Directors recommend to theshareholders to ratify the appointment of M/s. Vishnu Aggarwal Associates CharteredAccountants (Firm Registration Number 007231C) as Statutory Auditors of the Company forF.Y. 2018-2019 who were appointed for 5 consecutive Financial year in the Annual GeneralMeeting of the Company held for F.Y. 2016-2017. The Notes on Financial Statements referredto in the Auditors' Report are self-explanatory and do not call for any further comments.
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 2018. 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.
The Company has not accepted any fixed deposits and as such no amount was outstandingas at the Balance Sheet date.
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock ExchangeLimited.
DIRECTOR'S 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 have beenfollowed with no material departures; b) they have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for the same period; c) they havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) they haveprepared the annual accounts on a going concern basis; e) they have laid down internalfinancial controls in the Company that are adequate and are 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;
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:
Code of Conduct
Whistle Blower Policy/ Vigil Mechanism Policy
Fair Practice Code as per RBI Norms.
Policy for determination of Materiality for disclosure of events or information.
Policy for preservation of documents & Archival Policy
Familiarisation Programmes for Independent Directors.
Board Diversity Policy.
Related Party Transaction Policy.
Risk Management Policy.
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full yearending March 2018 and your Company continues to comply with the directives issued as wellas the norms prescribed by Reserve Bank of India for NBFCs.
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.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has only 4 women employees. So The Company has not fall in requirements ofthe Sexual Harassment of Women at the Workplace (prevention Prohibition & Redressal)Act 2013. No employees (permanent contractual temporary trainees) are covered underthis policy.
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.
| ||Sd/- |
| ||(Ms. Mamta Jindal) |
| ||Chairperson & Managing Director |
|Place : Delhi ||DIN : 00085096 |
|Dated : May 30 2018 || |