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Focus Lighting & Fixtures Ltd.

BSE: 538416 Sector: Engineering
NSE: FOCUS ISIN Code: INE593W01010
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Focus Lighting & Fixtures Ltd. (FOCUS) - Auditors Report

Company auditors report

TO

THE MEMBERS OF FOCUS LIGHTING AND FIXTURES LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of FOCUS LIGHTING ANDFIXTURES LIMITED (“the Company”) which comprise the Balance Sheet as on 31stMarch 2018 and the Statement of Profit and Loss including the statement of OtherComprehensive Income and the Cash Flow Statement for the year then ended and a summary ofthe significant accounting policies and other explanatory information (hereinafterreferred to as “Standalone Financial Statements”).

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (“the Act”) with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparation of the financial statements management is responsible for assessing thecompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the company or cease operations or has no realisticalternatives but to do so.

These Board of Directors are also responsible for overseeing the company's financialreporting process.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under. We conducted our audit ofthe Standalone Financial Statements in accordance with the Standards on Auditing issuedby the Institute of Chartered Accountants of India as specified under Section 143(10) ofthe Act. Those Standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the standalone FinancialStatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the Standalone Financial Statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theStandalone Financial Statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Standalone Financial Statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Financial Statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Standalone Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements subject to note number B(3) regarding thetransaction with Medium and Small Enterprises for which data is not available with thecompany give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the Company as at 31/03/2018 and its Profit includingOther Comprehensive Income its Cash Flows and the Statement of Changes in Equity for theyear ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors' Report) Order2016 (“the Order”)issued by the Central Government of India in terms of sub section (11) of section 143 ofthe Companies Act 2013. We give in the “Annexure A” statements on the mattersspecified in paragraphs 3 and 4 of the order to the extent applicable.

As required by Section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended;

(e) On the basis of the written representations received from the directors as on31/03/2018 taken on record by the Board of Directors none of the directors isdisqualified as 31/03/2018 from being appointed as a director in terms of Section 164 (2)of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in “Annexure B” to this report;

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financialposition in its Standalone financial statements.

2. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.

3. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.

FOR M/S. N. P. PATWA & COMPANY

(Chartered Accountants) Reg No. :107845W

Jitendra C SHAH

Partner M.No. : 042384

Mumbai Date : 15th May2018

Annexure A

To the Independent Auditor's Report on the Standalone Financial Statements of M/s FOCUSLIGHTNG AND FIXTURES LIMITED

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our Report)

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that:

1. (a) The company has maintained proper records showing full particulars of fixedassets including quantitative details.

(b) As explained to us The Company has a regular programme for physical verificationin a phased periodic manner which in our opinion is reasonable having regards to thesize of the Company and the nature of its assets. No material discrepancies were noticedon such verification.

(c) According to information and explanations given by the management the titledeeds/lease deeds of immovable properties included in Property Plant and Equipment areheld in the name of the Company

2. (a) As explained to us inventories have been physically verified during the periodby the management at reasonable intervals.

(b) In our opinion and on the basis of our examination of the records the Company isgenerally maintaining proper records of its inventories. No material discrepancy wasnoticed on physical verification of stocks by the management as compared to book records.

3. (a) The Company has granted loans to parties covered in the register maintainedunder section 189 of the Companies Act 2013. In our opinion and according to theinformation and explanations provided to us the terms and conditions of the grant of suchloans are prima facie not prejudicial to the Company's interest

(b) The schedule of repayment of principal and payment of interest has been stipulatedfor the loans granted and the repayment/receipts are regular.;

(c) The Principal and interest are not overdue in respect of loans granted tocompanies firms or other parties listed in the register maintained under section 189 ofthe Companies Act 2013 which are overdue for more than ninety days.

4. In our opinion and according to the information and explanations provided to usprovisions of section 185 and 186 of the Companies Act 2013 and in respect of loans todirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees and securities given have been compliedwith by the Company.

5. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). Accordinglythe provisions of clause 3(v) of the Order are not applicable to the Company.

6. We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Central Government for the maintenance of cost records under section148(1) of the Companies Act 2013related to the manufacturing activities and are of theopinion that prima facie the specified accounts and records have been made andmaintained. We have not however made a detailed examination of the same.

7. (a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund Employees' State InsuranceIncome-Tax Sales-Tax Goods and Services Tax Service Tax Duty of Custom Duty ofExcise Value Added Tax Cess and Other Statutory Dues applicable to it.

(b) According to the information and explanations provided to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income-Tax Service TaxSales-Tax Goods and Services Tax Duty of Custom Duty of Excise Value Added Tax Cessand Other Statutory Dues were outstanding at the year end for a period of more than sixmonths from the date they became payable.

(c) According to the information and explanations given to us an amount of Rs 3.05Lacs in respect of VAT/CST liability is disputed in appeal with appropriate authorities.There are no dues in respect of wealth tax service tax sales tax customs duty andexcise duty remaining unpaid on account of any disputes.

8. Based on our audit procedures and on the information and explanations given by themanagement we are of the opinion that the Company has not defaulted in repayment of duesto a financial institution bank or government or dues to debenture holders.

9. The money raised in the form of public offer or follow on issue have been utilizedfor the purposes for which such money was raised.

10. Based upon the audit procedures performed for the purpose of reporting the true andfair view of the Financial Statements and according to the information and explanationsprovided by the management we report that no fraud by the Company or no fraud on theCompany by the officers and employees of the Company has been noticed or reported duringthe year.

11. According to the information and explanations provided by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct 2013

12. In our opinion the Company is not a nidhi Company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

13. According to the information and explanations provided by the managementtransactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements as required by the applicable accounting standards.

14. According to the information and explanations provided to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) of the Order are notapplicable to the Company and not commented upon.

15. According to the information and explanations provided by the management theCompany has not entered into any non-cash transactions with directors or persons connectedwith him as referred to in section 192 of Companies Act 2013.

16. According to the information and explanations provided to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company

For N.P. PATWA & CO.

CHARTERED ACCOUNTANTS (FRN: 107845W)

Jitendra C Shah PARTNER M No 42384

PLACE : MUMBAI DATE : 15th May2018

Annexure B

To the Independent Auditor's Report on the Standalone Financial Statements of M/s FOCUSLIGHTNG AND FIXTURES PRIVATE LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s FOCUSLIGHTNG AND FIXTURES PRIVATE LIMITED (“the Company”) as of 31/03/2018 inconjunction with our audit of the Standalone Financial Statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the “Guidance Note”) and the Standards on Auditing as specified under section143(10) of the Companies Act 2013to the extent applicable to an audit of internalfinancial controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the Financial Statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Financial Statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that(1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of Financial Statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For N.P. PATWA & CO.

CHARTERED ACCOUNTANTS (FRN: 107845W)

Jitendra C Shah PARTNER M No 42384

PLACE : MUMBAI

DATE : 15th May 2018