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Focus Lighting & Fixtures Ltd.

BSE: 538416 Sector: Engineering
NSE: FOCUS ISIN Code: INE593W01010
BSE 05:30 | 01 Jan Focus Lighting & Fixtures Ltd
NSE 05:30 | 01 Jan Focus Lighting & Fixtures Ltd

Focus Lighting & Fixtures Ltd. (FOCUS) - Director Report

Company director report

To

The Members

Focus Lighting and Fixtures Limited our Directors take pleasure in presenting the14 th Report on the business and operations of your Company together with the AuditedFinancial Statements for the year ended 31 st March 2019.

FINANCIAL HIGHLIGHT

The financial perfomance of your Company for financial Year 2018-19 and 2017-18 issummrized as below:

(Rs in Lacs)

Particulars Consolidated Standalone
For Financial Year Ended For Financial Year Ended
31st March 2019 31st March 2018 31st March 2019 31st March 2018
Total Revenue 12175.18 9263.04 11048.33 9169.25
Total Expenditure 10831.06 8268.66 9706.74 8183.52
Profit before Tax 1343.25 985.19 1340.71 976.53
Provision for Tax 367.68 389.07 367.68 389.07
Profit/ (loss) After Tax 975.57 596.12 973.03 587.46

FINANCIAL PERFORMANCE AND STATE OF COMPANY AFFAIRS

Consolidated Performance:

During the year under review your Company has recorded total revenue of Rs. 12175.18Lacs against Rs. 9263.04 Lacs in the previous year resulting in 31.44% growth overprevious year. Profit before Taxation for the financial year ended 31 st March 2019increased to Rs. 1343.25 Lacs as compared to Rs. 985.19 Lacs in the previous yearresulting in 36.34% growth. Profit after Tax is Rs. 975.57 Lacs as compared to Rs. 596.12Lacs in the previous year resulting in 63.65% growth.

Standalone Performance:

During the year under review your Company has recorded total revenue of Rs. 11048.33Lacs against Rs. 9169.25 Lacs in the previous year resulting in 20.49% growth overprevious year. Profit before Taxation for the financial year ended 31 st March 2019increased to Rs. 1340.71 Lacs as compared to Rs. 976.53 Lacs in the previous yearresulting in 37.29% growth. Profit after Tax is Rs. 973.03 Lacs as compared to Rs. 587.46Lacs in the previous year resulting in 65.63% growth.

Transfer to Reserves

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

PARTICULARS OF LOANS GUARANTEES SECURITIES AND INVESTMENTS

Details of loans guarantees and investments under section 186 of the companies Act2013 have been disclosed in the Financial Statements.

DIVIDEND

In line with its dividend policy Board of Directors of your Company declared Interimdividends aggregating to 10% i.e. Rs. 1/- per Equity Share of face value of Rs. 10/- eachfor the financial year 2018-19. The Board after considering holistically the relevantcircumstances and keeping in view the Company's dividend distribution policy has decidedthat it would be prudent not to recommend any Final Dividend for the year under review.

BORROWINGS

As on March 31 2019 your Company's (Standalone) Term Loan availed was Nil and shortterm loan availed were Rs. 279.11 Lacs.

CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future Company wants to rely on the main businesses ofCompany; there is no change in the nature of the business of the Company during the year.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company have established Plus Light Tech F.Z.E. (UAE) and Focus Lighting &Fixtures Pte. Ltd (Singapore) as wholly owned subsidiaries. The Company does not have anyjoint venture or Associate Company as on 31 st March 2019.

CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

There is no change in the capital structure of the Company during the Financial yearended 31 st March 2019.

DIRECTORS AND KEY MANAGERIAL PERSONS The Composition of the Board and KeyManagerial Persons of the Company as on 31 st March 2019 were as follows:

Sr. No. Name Category Date of Appointment
1 Amit Vinod Sheth Manging Director (Key Managerial Person) 11/08/2005
2 Deepali Amit Sheth Executive Director 11/08/2005
3 Nalini Sheth Non-Executive Director 11/08/2005
4 Chetan Navinchandra Shah Non-Executive & Independent Director 29/12/2017
5 Mahesh Rachh Non-Executive & Independent Director 29/12/2017
6 Chetan Pravin Trivedi Chief Financial Officer (Key Managerial Person) 15/10/2016
7 Preeti Saxena Company Secretary (Key Managerial Person) 01/02/2018

DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company. All Independent Directors have alsogiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act.

RETIRE BY ROTATION

Ms. Deepali Amit Sheth (DIN: 01141083) Director of the Company is liable to retireby rotation at the forthcoming Annual General Meeting and being eligible offers herselffor re-appointment. Your Directors recommends her re-appointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been covered inthe Corporate Governance Report.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

Policy for selection and appointment of Directors and their remuneration is provided asAnnexure A to this report.

MEETINGS

The details of the number of Board and Committee meetings of your Company held duringthe financial year indicating the number of meetings attended by each Director is set outin the Corporate Governance Report.

The Composition of various committees of the Board of Directors is provided in theCorporate Governance Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System including Internal Financial Controlscommensurate with the size fiscale and complexity of its operations as approved by theAudit Committee and the Board. The Internal Financial Controls are adequate and workingeffectively. The scope and authority of the Internal Audit is laid down by the AuditCommittee and accordingly the Internal Audit Plan is laid out to maintain its objectivityand independence the Internal Auditors reports to the Chairman of the Audit Committee ofthe Board.

The Internal Auditors monitors and evaluates the efficiency and adequacy of internalcontrol system in the Company. Based on the report of internal audit processowners/concerned departments undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

Further the Board of each of the Group Companies has carried out comprehensiveanalysis of its business activities and processes carried out by them and laid downInternal Financial Controls which are adhered to by the Group Companies.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established/formed a vigil mechanism to deal with genuine concerns ofthe employees and Directors. All employees and Directors are made aware of the mechanism.The Company has established a system to ensure effective functioning of the mechanism.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and an Internal Complaints Committee has been set up to redresscomplaints received regarding Sexual Harassment at workplace with a mechanism of lodging& redress the complaints. All employees (permanent contractual temporary traineesetc.) are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. It ispertinent to mention that the Company follows majority of the provisions of the corporategovernance voluntarily and report on corporate governance is provided as Annexure B tothis report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is disclosed separately as part of the annual report.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

EXTRACT OF ANNUAL REPORT

As required pursuant to section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 (as amended) is furnished inthe Form MGT-9.

The Extract of Annual Return are displayed on the website of the Company:

www.pluslighttech.com.

STATUTORY AUDITOR

M/s. N P Patwa & Co. Chartered Accountants Firm Registration No. 107845W wereappointed as Statutory Auditors of the Company by members in the last Annual GeneralMeeting of the Company held on 28th September 2018 to hold Office from the conclusion of13 th AGM till the conclusion of 14 th AGM to be held for the year ending 31 st March2019 as per the provisions of Section 139 of the Companies Act 2013 and being eligiblehave consented and offered themselves for re-appointment. It is proposed to appoint M/s. NP Patwa & Co. Chartered Accountants as Auditors of the Company from the conclusionthis Annual General Meeting till the conclusion of next Annual General Meeting of theCompany to be held in year 2020.

They have confirmed their eligibility under Section 141 of the Companies Act 2013 andthe Rules framed thereunder. As required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

Necessary resolution to consider above re-appointment is included in the Notice of the14th Annual General Meeting.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany has appointed M/s. Anubhuti Tripathi & Associates. Practicing CompanySecretaries Mumbai as a Secretarial Auditors to conduct an Audit of secretarial recordsand compliances in accordance with the provisions of Section 204 of the Companies Act2013 for the financial year ended on March 31 2019. The Secretarial Audit Report given byM/s. Anubhuti Tripathi & Associates. Company Secretaries Mumbai is enclosed as AnnexureC to this report.

PUBLIC DEPOSITS

During the Financial Year 2018-19 under review the Company has neither invited noraccepted any public deposits within the meaning of Section 73 and 74 of the Companies Act2013 read with Companies (Acceptance of Deposit) Rules 2014. As such no specific detailsprescribed in Rule (8)(1) of the Companies (Accounts) Rules 2014 (as amended) areacquired to be given or provided.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the period under review were on arm'slength basis and in the ordinary course of business. In terms of Section 134(3)(h) of theCompanies Act 2013. There are no materially Significant Related Party Transactionsentered into by the Company with Promoters Directors Key Managerial Personnel which mayhave a potential con ict with the interest of the Company at large.

As per applicable provisions of the Companies Act 2013 the details of contracts andarrangements with related parties in Form AOC 2 are annexed herewith as Annexure D.

The details of the transactions with Related Parties are provided in the accompanyingfinancial statements as required under Accounting Standard 18.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no Significant & material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act the Board of Directors to the best of theirknowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there were no material departures;

b) they had 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 that period;

c) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

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

e) they had laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the statutory and externalconsultants and the reviews of the management and the relevant Board committees includingthe audit committee the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has earned net Profit of Rs. 596.12 Lacs during the Financial year ended31 st March 2018 and therefore it is required to constitute CSR committee and makeexpenses towards CSR activities. As per the requirements of Section 135 of the CompaniesAct read with Companies (Corporate Social Responsibility Policy) Rules 2014 any Companyhaving net Profit of rupees five crore or more during any financial year shall constitutea Corporate Social Responsibility Committee and the said Committee shall formulateCorporate Social Responsibility Policy and shall ensure that the Company spends in everyfinancial year at least two per cent. of the average net profits of the Company madeduring the three immediately preceding financial years in pursuance of its CorporateSocial Responsibility Policy.

The Company has constituted a Corporate Social Responsibility (CSR) Committee as perthe provisions of Section 135 of the Companies Act 2013 vide resolution passed in themeeting of the Board of Directors held on June 29 2018.

The Company has in place a CSR policy which provides guidelines to conduct CSRactivities of the Company. The CSR policy is available on the website of the Companywww.pluslighttech. com.

During the Financial Year 2018-19 the Committee met one time viz. on December 032018.

Explanations for shortfall in expenditure towards Corporate Social Responsibility:

In terms of the CSR Policy of the Company the initiatives and identified areas includeskill development Eradicating hunger poverty and malnutrition Women empowerment andContribution to eligible government fund (State and Central Government) for socialdevelopments and socio-economic reliefs funds including natural disasters and calamities.

Keeping in view requirements of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 within the overall ambit ofCSR on a sustainable basis discussions on an on-going basis is being held with severalimplementing partners. Your Company is committed towards the CSR activity and would betaking up a suitable CSR projects/ activities in FY 2019-20.

The Annual Report on CSR activities is annexed herewith as Annexure E.

THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING OUTGO

Information on conservation of energy technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules2014 are provided hereunder:

A. Conservation of Energy:

The steps taken or impact on conservation of energy and utilizing alternate sources ofenergy:

As per the international standards we use 1600 lux 6000 K in our factory. Whereasstandard lux level is 500 for factory. With 6000 K & bright lux levels workers workingare more active which is not the case with poor Lighting & wrong color temperature andwhite light is proved to keep humans more active.

When we use such high lux levels energy cost goes high because of higher wattage and toreduce energy cost we have all the fixtures in bathroom passages on IOT (Internet ofThings) which is smart wireless BLE technology designed & patented system fromWisilica. It also has wireless motion sensors which sense motion & switch on &switch off light if no body present in the bathrooms.

We also use high efficient lamp technology with optical technology in our factory toincrease the efficiency. All the lights used in our Ahmedabad Factory are LED lights whichleads in reduction of energy consumption & reduces air conditioning load. WhereasRapid Rolling Shutters are installed at our Ahmedabad as well as Bhiwandi Factory toreduce air conditioning load and save energy.

The Company is not using any alternate source of energy.

The capital investment on energy conservation equipment's: The capital investmenton the above led lights and rapid rolling shutters amounts to approx. Rs. 24.15 Lakhs.

8 Technology Absorption

We have done first installation in our factory and it is successfully serving itspurpose. Its disruptive technology as it is wireless. This technology is now helpingCompany in saving energy and cost.

The Company took over complete laboratory for testing efficiency of light fittings fromSheth Vinod Lighting Private Limited in financial year 2018-19.

In case of imported technology (imported during the last three years reckoned from thebeginning of the Financial year:

a. The details of technologies imported. Nil

b. The year of import NA

c. Whether the technology been fully absorbed. NA

d. If not fully absorbed areas where absorption has not taken place and the reasonsthereof.

NA

The expenditure incurred on research and development:

No expenses incurred on research and development in financial year 2018-19.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual in flows during the year and the ForeignExchange outgo during the year in terms of actual out flows:

The Company has earned foreign exchange on export of goods as follows:

Export Sales Rs. 1011.20 Lakhs

The Company has expended foreign exchange on import of goods as follows:

Imports of Goods/ Material Rs. 1328.47 Lakhs

Exhibition Expenses Rs. 27.44 Lakhs

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below.

a) Ratio of remuneration of each Director to the employees' median remuneration:

Director Designation Remuneration p.a. (Rs. in Lacs) Ratio
Mr. Amit Vinod Sheth Managing Director 64.00 N.A.
Mrs. Deepali Amit Sheth Executive Director 42.00 N.A.
Mrs. Nalini Vinod Sheth Non-executive Director NIL N.A.

b) Percentage increase in the median remuneration of employees in the financial year2018-19:

Director Remuneration Revenue Percentage increase in remuneration Percentage increase in revenue
In year In year In year In year
17-18 18-19 17-18 18-19
Mr. Amit Vinod Sheth 54.00 64.00 9169.25 11048.33 18.52% 20.49%
Mrs. Deepali Amit Sheth 42.00 42.00 9169.25 11048.33 0.00% 20.49%

Note: Considering the increase in turnover as well as enlargement of roles andresponsibilities handled by Directors thus it was essential to provide them remunerationin lines to the scope of work performed by them.

c) Number of permanent employees on the rolls of the Company as on 31 st March 2019:126

d) Relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends in the respectiveIndustry. In order to ensure that the remuneration reflects Company's performance theperformance pay is also linked to organization performance apart from an individual'sperformance.

e) Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company: Remuneration of KMP is in line with the performance of theCompany.

f) Variation in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company:

g) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Averagepercentile increase made in the salaries of employees -10% to 20% (Depending onindividual's performance.)

h) The key parameters for the variable component of remuneration availed if any bythe Directors: Not applicable.

i) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None

j) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.

k) There is no employee covered under the provisions of section 197(14) of the Act.

l) There was no employee in the Company who drew remuneration of Rs. 500000/ - permonth or Rs. 6000000/ - per annum during the period under review. Hence the Company isnot required to disclose any information as per Rule 5(2) of the Companies (Appointmentand Remuneration) Rules 2014.

MATERIAL CHANGES AND COMMITMENTS

The Company has incorporated a wholly owned Subsidiary on May 9 2019 in Delaware USAthere are no investments made for the capital requirements of said wholly owned subsidiaryas on the date of this report. The Company had declared interim dividend of 10% i.e. Re.1/- (Rupee One) for One Equity Share of Rs. 10/- (Rupees Ten Only) each amounting to Rs.4085566/- (Rupees Forty Lacs Eighty-Five Thousand Five Hundred Sixty Six Only) includingDividend Distribution Tax for financial year 2018-19. Except as stated above there were nomaterial changes and commitments affecting the financial position of the Company betweenthe end of financial year and date of the report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives Officers and staff resulting in successfulperformance of the Company during the year.

For and on behalf of the Board of Directors of
Focus Lighting and Fixtures Limited
Sd/- Sd/-
Amit Vinod Sheth Deepali Amit Sheth
Place: Mumbai Managing Director Executive Director
Date: May 29 2019 DIN: 01468052 DIN: 01141083

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