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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 00:00 | 03 Dec 74.70 -3.90






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

Company director report


The Members

Focus Lighting and Fixtures Limited

Your Directors take pleasure in presenting the 16th Report on the business andoperations of your Company together with the Audited Financial Statements for the yearended 31' March 2021.


The financial performance of your Company for financial Year 2020-21 and 2019-20 issummarized as below:

(Rs in Lacs)

Particulars Consolidated Standalone
For Financial Year Ended For Financial Year Ended
31st March 2021 31st March 2020 31st March 2021 31st March 2020
Total Revenue 5995.80 9993.29 5239.77 9061.70
Less: Total Expenditure 6300.33 9630.08 5392.74 8457.46
Profit before Tax (222.19) 434.27 (152.97) 629.27
Less: Provision for Tax -33.64 204.73 -33.64 204.73
Profit/ (loss) After Tax (188.55) 229.54 (119.32) 424.54


Consolidated Performance:

During the year under review your Company has recorded total revenue of Rs. 5995.80Lacs against Rs. 9993.29 Lacs in the previous year resulting in drop of 40% over previousyear. Loss for the financial year ended 31" March 2021 is Rs. 222.19 Lacs ascompared to Profit before tax of Rs. 434.27 Lacs in the previous year resulting in drop of48.83%. Loss is Rs. 188.55 Lacs as compared to Profit after tax of Rs. 229.54 Lacs in theprevious year resulting in drop of 17.86%.

Standalone Performance:

During the year under review your Company has recorded total revenue of Rs. 5239.77Lacs against Rs. 9061.70 Lacs in the previous year resulting in drop of 42.17% overprevious year. Loss for the financial year ended 31' March 2021 is Rs. 152.97 Lacs ascompared to Profit before tax of Rs. 629.27 Lacs in the previous year resulting in drop of75.69%. Loss is Rs. 119.32 Lacs as compared to Rs. 424.54 Lacs in the previous yearresulting in drop of 71.89%.

Transfer to Reserves:

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


COVID-19 has devastated lives and economies across the world and India has not beenspared either. The year 2020 started with weak demand owing to slow-down in real estateindustrial and infrastructure segments along with liquidity squeeze due to anindeterminate standstill following the outbreak of COVID-19. Furthermore the Government'sdecision to put the country into full lockdown during the first quarter had a major impacton the Company.

The lockdown in India was effective from March 25 2020 and your Company hadimmediately implemented work from home policies for office employees and the factorieswere temporarily shut down from the said date till the Government announced 'Unlock 4'guidelines on September 02 2020 easing of few restrictions including inter-districtmovement of persons and goods and resuming the operations of all the private offices with30% strength. Following the directions issued the Company started its operation fromoffice with 30% strength of total staff from November 21 2020. The factory situated inAhmedabad started its operations from June 3 2020 with 33% manpower. The Company haddecided to shift Bhiwandi Factory to Ahmedabad Factory which will result in saving costand will help in the Company's survival out of current scenario.

Your Company has always been at the forefront of innovation. During the year we haveintroduced various products in response to growing needs of consumers.


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


The Board after considering holistically the relevant circumstances and keeping inview the Company's dividend distribution policy has decided that it would be prudent notto recommend any Dividend for the year under review.


Pursuant to the approval of the Members through Postal Ballot on 28th December 2019the Company adopted the 'Focus Lighting And Fixtures Limited Employee Stock Option Plan2019'. In this regard the Exchange had granted in-principle approval on 5th March 2021.The Company is in process for allotment of shares and to apply for Listing Approval to theExchange.


As on March 31 2021 your Company's (Standalone) Working Capital Demand Term Loan(Covid-19 Emergency Credit Line) availed was 72.53 Lacs and short term loans availed wereRs. 389.73 Lacs.


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.


The Company have Plus Light Tech - F.Z.E. (UAE) Focus Lighting & Fixtures Pte.Ltd (Singapore) and Focus Lighting Corp in Delaware USA as wholly owned subsidiaries. TheCompany does not have any joint venture or Associate Company as on 3 Pt March 2021.


There is no change in the capital structure of the Company during the Financial yearended 31st March 2021.


The Composition of the Board and Key Managerial Persons of the Company as on 31stMarch 2021 were as follows:

The Board of Directors of your Company has various executive and non-executivedirectors including independent directors who have wide and varied experience in differentdisciplines of corporate functioning. Pursuant to the applicable provisions of Section 152the Companies Act 2013 Ms. Deepali Amit Sheth (DIN: 01141083) Director of the Companyis liable to retire by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for re-appointment at the ensuing Annual General Meeting. Mrs.Nalini Vinod Sheth ceased to be Director of the Company due to her sad demise on April 222020.

Mr. Nikhil Sunil Arya resigned as Company Secretary & Compliance Officer witheffect from 7th November 2020 and Ms. Drashti Mathur Bhimani was appointed as CompanySecretary & Compliance Officer with effect from 13th November 2020.

The Directors on the Board have submitted notice of interest under Section 184(1) 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 at the beginning of the financial year that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Rule 6(1)(2)of the Companies (Appointment and Qualifications of Directors) Rules 2014 that they haveenrolled in the Independent director's databank except for Mr Mahesh Rachh whoseregistration was done after payment of delayed fees and shall pass an online Proficiencytest within a period of Two (2) years from the date of inclusion of his name in the databank if not exempted.

Sr. No. Name Category Date of Appointment Date of Resignation
1. Amit Vinod Sheth Manging Director (Key Managerial Person) 11/08/2005 -
2. Deepali Amit Sheth Executive Director 11/08/2005 -
3. Nalini Vinod Sheth* Non-Executive Director 11/08/2005 22/04/2020
4. Chetan Navinchandra Shah Non-Executive & Independent Director 29/12/2017 -
5. Mahesh Rachh Non-Executive & Independent Director 29/12/2017 -
6. Shailesh Madhav Pethe Non-Executive & Independent Director 11/11/2019 -
7. Nikhil Sunil Arya Company Secretary (Key Managerial Person) 18/06/2019 07/11/2020
8. Drashti Mathur Bhimani Company Secretary (Key Managerial Person) 13/11/2020 -
9. Tarun Ramesh Udeshi Chief Financial Officer (Key Managerial Person) 11/11/2019 -

*Mrs. Nalini Vinod Sheth ceased to be Director of the Company due to her sad demise onApril 22 2020.


In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has 3 Non-Promoter Non-Executive Independent Directors in line with the act. Aseparate meeting of Independent Directors was held during the year. However IndependentDirectors have shared their views on Non-Independent Directors and Board as whole andperformance of Chairman of the Company including assessment of quality quantity andtimeliness of flow of information between Company management and Board amongstthemselves.

Pursuant to Ministry of Corporate affair's four new rules as on 22nd October 2019namely Data Bank Notification relating to IICA Companies (Accounts) Amendments Rules2019 Companies (Creation and Maintenance of Databank of Independent Directors) Rules2019 and Companies (Appointment and Qualification of Directors) Fifth Amendment Rules2019 all the existing Independent Directors have registered themselves with IndianInstitute of Corporate Affairs within prescribed time period except for Mr Mahesh Rachhwhose registration was done after payment of delayed fees.


The Board has constituted various committees in accordance with the provisions of theCompanies Act 2013 the details of which is provided in the Corporate Governance Reportas Annexure A to this report.


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& redressal of the complaints. All employees (permanent contractual temporarytrainees etc.) 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.


Company has in place vigil mechanism pursuant to provisions of Section 177(9) of theCompanies Act 2013.


The equity shares of your Company are listed on SME Platform of National Stock Exchangeof India Limited. The Company is in process of Migration from SME Platform to Main Boardof NSE.


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 StakeholdersRelationship Committee and Corporate Social Responsibility Committee. The manner in whichthe evaluation has been carried out has been covered in the Corporate Governance Report.

The Independent Directors have shared their views on Non-Independent Directors andBoard as whole and performance of Chairman of the Company including assessment of qualityquantity and timeliness of flow of information between Company management and Boardamongst themselves.


Policy on Director's appointment and their remuneration is pursuant to the provisionsunder Section 178(3) of the Companies Act 2013 and Rule 6 of the Companies (Meetings ofBoard and its Powers) Rules 2014 the policy for the same is provided as Annexure A tothis report.


During the Financial Year 2020-21 the Board met Four times i.e. on 20th June 2020;29th July 2020; 13th November 2021 11th February 2021. The intervening gap between twoboard meetings did not exceed 180 days till 30th September 2020 as per the MCA generalcircular No. 11/2020 dated 24th March 2020.

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.


The Company has an Internal Control System including Internal Financial Controlscommensurate with the size scale 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 efficacy 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.


Since the Company' securities are listed on Emerge SME Platform of NSE by virtue ofRegulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the compliance with the corporate governance provisions as specified in regulations17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and Eof Schedule V are not applicable to the Company.

Hence requirement with regards to compliance of Corporate Governance does notapplicable to the Company

It is pertinent to mention that the Company follows majority of the provisions of thecorporate governance voluntarily and report on corporate governance is provided asAnnexure B to this 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.


The Company has complied with the applicable Secretarial Standard as prescribed by theInstitute of Company Secretaries of India and notified by the Central Government from timeto time.


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


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 29th September 2020 to hold office for a term of five yearsi.e from the conclusion of 15th Annual General Meeting till the conclusion of 20th AnnualGeneral Meeting of the Company as per the provisions of Section 139 of the Companies Act2013.

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.

There are no specifications reservations adverse remarks on disclosure by Auditor inthe Audit Report. They have not reported any fraud to the Audit Committee during the yearunder review.


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 2021.

The Secretarial Audit Report given by M/s. Anubhuti Tripathi & Associates. CompanySecretaries Mumbai is enclosed as Annexure C to this report.


The maintenance of Cost records as specified by the Central Government under Section148(1) of the Companies Act 2013 is not applicable to the Company as the Company does notfall under any of the category prescribed under Section 148(1) of Companies Act 2013.


During the Financial Year 2020-21 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.


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 conflict 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.


The Auditors during the performance of their duties have not identified any offence offraud committed by the Company or its officers or employees. This is also being supportedby the report of the auditors of the Company for the F.Y. ended March 31 2021. Thereforeno frauds have been reported to the Central Government under Section 143(12) of theCompanies Act 2013.


During the year many of the States/Union Territories across the country in the view ofhighlighted concern over the spread of Corona Virus pandemic (COVID-19) issued directivesinter-alia to facilitate work home for majority of its employees. In line with thelockdown announced by the Central Government office of the Company was closed from March25 2020 and the factories were temporarily shut down from the said date. The employeeswere provided facility to "Work from Home" to ensure continuity of operations ofthe Company.

The Ahmedabad Factory of the Company resumed operations with effect from June 3 2020with all the necessary precautionary hygiene and safety measures as applicable and as perguidelines issued by the Government. The lockdown had adversely effected Company'sfinancial position and to reduce the operating cost the Company shifted the BhiwandiFactory to Ahmedabad Factory.


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


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.


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.


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 adopted the amendments in CSR policy as per the requirements of Rules5(2) of the Companies (CSR) Amendment Rules 2021 which provides guidelines to conduct CSRactivities implementation and monitoring process of CSR activities of the Company. TheCSR policy is available on the website of the Company

During the Financial Year 2020-21 the Committee met once viz. on 11th February 2021.

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


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) Rules 2014 are provided hereunder:

A. Conservation of Energy:

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

The Company is taking due care for using electricity in the offices and factories. TheCompany ensures that it takes care for optimum utilization of energy.

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. The Companyis not using any alternate source of energy.

The capital investment on energy conservation equipment's: No capital investment onenergy conservation equipment made during the financial year 2020-21.

B. Technology Absorption: Nil

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: Research and Development Charges- Rs. 10.20 Lacs

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows:

The Company has earned foreign exchange on export of goods as follows: Export Sales -Rs. 1143.86 Lacs The Company has expended foreign exchange on import of goods as follows:Imports of Goods/ Material - Rs 755.56 Lacs 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 39.99 12.17
Mrs. Deepali Amit Sheth Executive Director 24.01 7.28
*Mrs. Nalini Vinod Sheth Non-executive Director NIL NIL

* Mrs. Nalini Vinod Sheth Non-Executive Director of the Company ceased to be Directorw.e.f. April 22 2020 due to her sad demise.

b) Percentage increase in the median remuneration of employees in the financial year2020-21:

(Rs. in Lacs)

Remuneration Revenue Percentage increase in remuneration Percentage increase in revenue
Director In year 2020-21 In year 2019-20 In year 2020-21 In year 2019-20
Mr. Amit Vinod Sheth 39.99 64.00 5239.71 9061.70 NIL -42.17%
Mrs. Deepali Amit Sheth 24.01 42 5239.71 9061.70 NIL -42.17%

c) Number of permanent employees on the rolls of the Company as on 31' March 2021: 113

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

The remuneration is in line with the market trends in the respective Industry.Considering the enlargement of roles and responsibilities handled by Directors it wasessential to provide them remuneration in lines to the scope of work performed by them.

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 the Company.

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:

Average percentile increase made in the salaries of employees: 10% (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.

1) There was no employee in the Company who drew remuneration of Rs. 850000/ - permonth or Rs. 10200000/ - per annum during the period under review. Hence the Companyis not required to disclose any information as per Rule 5(2) of the Companies (Appointmentand Remuneration) Rules 2014.


Mrs. Nalini Vinod Sheth Non-Executive Director of the Company ceased to be Directorw.e.f. April 22 2020 due to her sad demise. The Directors placed on record their deepappreciation for her valuable guidance and assistance received during her tenure as aDirector and Member of various committee of the Board of Directors of the Company.

As a result of economic circumstances which are affecting the industry as a whole theCompany had decided to rationalise its activities and reduce cost to the extent possiblefor its survival. The Company had decided to shift Bhiwandi Factory to Ahmedabad Factorywhich will result in saving cost and will help in the Company's survival out of currentscenario. The Board of Directors have accorded their consent for shifting of BhiwandiFactory vide circular resolution passed on June 12 2020.

Except as stated above there were no material changes and commitments affecting thefinancial position of the Company between the end of financial year and date of thereport.


This Financial Year has seen the outbreak of a global pandemic which has adverselyaffected all sectors of the economy. Your Company is no exception and is fighting theadversities. Yet the trust that it has gained over the years has been of immenseadditional support. The continued co-operation and support of its loyal customers hasenabled the Company to make every effort in understanding their unique needs and delivermaximum customer satisfaction. Our employees at all levels have been core to ourexistence and their hard work co-operation and support is helping us as a company faceall challenges.

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review.

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: June 28 2021 DIN: 01468052 DIN: 01141083