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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

Your Directors take pleasure in presenting the 13th Annual Report on thebusiness and operations of your Company together with the Audited Financial Statements forthe year ended 31st March 2018.

Financial Highlights

The financial performance of your Company for financial Year 2017-18 and 2016-17 issummarized as below:

(Rs in Crores)
Particulars For Financial Year Ended
31st March 2018 31st March 2017
Total Revenue 91.69 71.94
Total Expenditure 81.83 66.55
Profit before Tax 9.76 5.84
Provision for Tax 3.89 2.01
Profit/ (loss) After Tax 5.87 3.83

Financial Performance and State of Company Affairs

During the year under review your Company has recorded total revenue of Rs. 91.69Crores against Rs. 71.94 Crores in the previous year resulting in 27.45% growth overprevious year. Profit before Taxation for the financial year ended 31st March 2018increased to Rs. 9.76 Crores as compared to Rs. 5.84 Crores in the previous year resultingin 67.12% growth. Profit after Tax is Rs. 5.87 Crores as compared to Rs. 3.83 Crores inthe previous year resulting in 53.26% growth.

Dividend

With a view to conserve the resources to strengthen the financial position of theCompany your Directors have decided not to recommend dividend for the financial year2017-18.

Transfer to Reserves

Your Company proposes to transfer an amount of Rs. 5.87 Crores (Previous year Rs. 4.02Crores) to Statutory Reserve.

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 does not have any subsidiary joint venture or associate Company as on 31stMarch 2018.

Change in capital structure of the Company

There is no change in the capital structure of the Company during the Financial yearended 31st March 2018.

Directors and Key Managerial Persons

Mr. Atiuttam Prasad Singh (DIN: 07635843) and Mr. Sandeep Jain (DIN:06400869) hadresigned as Independent Director of the Company with effect from 15th December 2017 and08th June 2017 respectively Mr. Vipin Aggarwal was appointed as Non-Executive IndependentDirector of the Company w.e.f 23rd June 2017 and resigned w.e.f. 15th December 2017 MrChetan Shah and Mr Mahesh Rachh were appointed as an Additional Directors by the Board ofDirectors pursuant to Section 161 of the Companies Act 2013 to hold the office ofNon-Executive Independent Director of the Company w.e.f 29th December 2017 until the dateof ensuing General Meeting. The Board of Directors place on record its thanks for theassociation of Mr Atiuttam Prasad Singh and Mr. Sandeep Jain with the Company.

Key Managerial Personnel

During the year Ms. Priya Pragnesh Shah resigned as Company Secretary with effect from10th August 2017. Ms Preeti Saxena was appointed as Company Secretary witheffect from 1st February 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.

Declaration by Independent Directors

The resigning Independent Directors viz Mr. Sandeep Jain Mr. Atiuttam Prasad Singhand Mr. Vipin Aggrawal and newly appointed Directors Mr Chetan Shah and Mr Mahesh Rachhhave given their respective declarations as required under Section 149(7) of the CompaniesAct 2013 to the effect that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 and that they abide by the provisions specified inSchedule IV to the Companies Act 2013. The Board has taken on record the declarationsreceived from said Independent Directors.

Composition of Board and statutory committees formed thereof

Board of Directors:

Sr. No. Name Nature of Directorship
1 Amit Vinod Sheth Managing Director
2 Deepali Amit Sheth Executive Director
3 Nalini Vinod Sheth Non-executive Director
4 Sandeep Jain# Non-executive & Independent Director
6 Atiuttam Prasad Singh* Non-executive & Independent Director
7 Vipin Aggrawal* Non-executive & Independent Director
8 Mahesh Rachh@ Non-executive & Independent Director
9 Chetan Shah@ Non-executive & Independent Director

# Resigned w.e.f 08th June 2017 *Resigned w.e.f 15th December2017

@-Appointed with effect from 29th December 2017

Audit Committee
Sr. No. Name Nature of Directorship
1 Mr. Atiuttam Prasad Singh : Chairman (Resigned w.e.f 15th December 2017)
2 Mr. Vipin Aggrawal : Member (Resigned w.e.f 15th December 2017)
3 Mr. Mahesh Rachh : Chairman (Appointed w.e.f 29th December 2017)
4 Mr Chetan Shah : Member (Appointed w.e.f 29th December 2017)
4 Mr. Amit Vinod Sheth : Member
Nomination and Remuneration Committee:
Sr. No. Name Nature of Directorship
1 Mr. Atiuttam Prasad Singh : Chairman (Resigned w.e.f 15th December 2017)
2 Mr. Vipin Aggrawal : Member (Resigned w.e.f 15th December 2017)
3 Mr. Mahesh Rachh : Chairman (Appointed w.e.f 29th December 2017)
4 Mr Chetan Shah : Member (Appointed w.e.f 29th December 2017)
4 Mr. Nalini Vinod Sheth : Member
Stakeholders Relationship Committee:
Sr. No. Name Nature of Directorship
1 Mr. Atiuttam Prasad Singh : Chairman (Resigned w.e.f 15th December 2017)
2 Mr. Vipin Aggrawal : Member (Resigned w.e.f 15th December 2017)
3 Mr. Mahesh Rachh : Member Appointed w.e.f 29th December 2017)
4 Mr Chetan Shah : Chairman (Appointed w.e.f 29th December 2017)
4 Mr. Deepali Amit Sheth : Member

The Committees are constituted in line with the regulatory requirements mandated by theCompanies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 (LODR).

Meetings of the Board and Committees

Details of meetings of the Board and committees held during the year are set out infollowing table.

Particulars Board Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee
Number of Meetings 6 1 4 4
Dates of Meetings 29.05.17 05.07.17 04.07.2017 05.07.17 21.08.17 26.05.1718.08.17
21.08.17 29.12.17 29.12.17 01.02.18 06.10.17 31.01.18
01.02.2018
No. of meetings attended by Directors / As given below As given below As given below As given below
Committee members
Amit Vinod Sheth 6 1 0 0
Deepali Amit Sheth 6 0 0 4
Nalini Vinod Sheth 6 0 4 0
Sandeep Jain 1* 0 0 0
Atiuttam Prasad Singh 3* 1 2 3
Vipin Aggrawal 1* 0 0 0
Mahesh Rachh 1* 0 2 1
Chetan Shah 1* 0 2 1

*As Mr. Sandeep Jain has resigned w.e.f. 08th June 2017 Mr Atiuttam Prasad Singh andMr. Vipin Aggrawal resigned w.e.f. 15th December 2017. Mr. Mahesh Rachh and Mr. ChetanShah were appointed as Independent Director in Board meeting dated 29th December 2017.

$ Circular resolutions passed during the year 2017-18 : 10th April 201723rd June 2017 and 06th October 2017.

The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013 (the "Act") and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

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.

Public Deposits

During the Financial Year 2017-2018 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.

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.

Committee and policy under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has constituted Internal Complaints Committee under and as per the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review no instance of complaint or report under the said Act wasregistered in any of the units of the Company.

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 the details of material contracts / arrangements entered into withRelated Parties are provided in Form AOC-2 as ‘Annexure A' to this Report.

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

Auditors 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 29th September 2017 to hold office from theconclusion of 12th AGM till the conclusion of 13thAGM to be held forthe year ending 31st March 2019.In terms of Section 139 of the Companies Act2013 the members need to ratify their appointment at the ensuing Annual General Meeting.

The observations made in the Auditors report read together with the relevant notesthereon are self-explanatory and hence do not call for any comments under Section 134 ofthe Companies Act 2013.

i. Secretarial Auditor& Internal 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 2018. The Secretarial Audit Report given byM/s. Anubhuti Tripathi & Associates. Practicing Company Secretaries Mumbai isenclosed.

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. Hence nocorporate governance report is disclosed with this Annual Report. It is pertinent tomention that the Company follows majority of the provisions of the corporate governancevoluntarily.

Corporate Social Responsibility

Provisions of section 135 of the Act concerning the constitution of Corporate SocialResponsibility Committee and related matters are not applicable to the Company.

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 Companywww.pluslighttech.com.

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:

Particulars Remarks
A. Conservation of Energy:
? The steps taken or impact on conservation of energy The Corporation is taking due care for using electricity in the office and its branches. The Company ensures that it takes care for optimum utilization of energy.
? The steps taken by the Company for utilizing alternate sources of energy
? The capital investment on energy conservation equipment's No capital investment on energy conservation equipment made during the financial year.
B. Technology Absorption
? The efforts made towards technology absorption Nil
? The benefits derived like product improvement cost reduction product development or import substitution Nil
? In case of imported technology (imported during the last three years reckoned from the beginning of the Financial year Nil
a) The details of technologies imported Nil
b) The year of import Nil
c) Whether the technology been fully absorbed Nil
d) If not fully absorbed areas where absorption has not taken place and the reasons thereof: Nil
? The expenditure incurred on research and development Nil
C. Foreign Exchange Earnings and Outgo
? The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows The Company has earned foreign exchange on export of goods as follows:- EXPORT SALES – Rs 8.26 Crores
The Company has expended foreign exchange on import of goods as follows:- IMPORT PURCHASE – Rs 8.16 Crores

Risk Management

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a periodicbasis provide status updates to the Board of Directors of the Company.

Vigil Mechanism

The Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns. The vigil mechanism provide for adequate safeguards againstvictimization of person who use Vigil Mechanism and also provide for direct access to theChairman of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Companywww.pluslighttech.com.

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 this annual report

Details of Significant and Material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operation in future

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

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 Lakhs) Ratio
Mr. Amit Vinod Sheth Managing Director 54.00 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 year2017-18:

(Rs. In Lakhs)

Director Remuneration Revenue Percentage increase in remuneration Percentage increase in revenue
In year In year In year In year
16-17 17-18 16-17 17-18
Mr. Amit Vinod Sheth 28.5 54.00 7194.64 9263.04 89.47 28.75
Mrs. Deepali Amit Sheth 21.5 42.00 7194.64 9263.04 95.35 28.75
Mrs. Nalini Vinod Sheth 9.0 NIL 7194.64 9263.04 NIL 28.75

Note: Considering the huge increase in turnover as well as conversion of Company fromPrivate to Public Company and thereafter being listed there was huge enlargement of rolesand responsibilities handled by Directors thus it was essential to provide themremuneration in lines to the scope of work performed by them. c) Number of permanentemployees on the rolls of the Company as on 31st March 2018: 88

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 the performance of the Company: Remuneration of KMP is in line with theperformance of the Company. f) Variation in the market capitalization of the Companyprice earnings ratio as at the closing date of the current financial year and previousfinancial year and percentage increase over decrease in the market quotations of theshares 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%-20 %( Depending on individual'sperformance.) h) The key parameters for the variable component of remuneration availed ifany by the Directors: Not applicable. i) The ratio of the remuneration of the highestpaid director to that of the employees who are not directors but receive remuneration inexcess of the highest paid director during the year: None j) It is hereby affirmed thatthe remuneration paid during the year is as per the Remuneration policy of the Company. k)There is no employee covered under the provisions of section 197(14) of the Act. There wasno employee in the Company who drew remuneration of Rs. 500000/ - per month or Rs.6000000/ - per annum during the period under review. Hence the Company is not requiredto disclose any information as per Rule 5(2) of the Companies (Appointment andRemuneration) Rules 2014.

Disclosure in Respect of Equity Shares Transferred in the ‘Focus Lighting andFixtures Ltd. –Unclaimed Suspense Account' is as under:

Particulars Number of Shareholders Number of Equity shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 1st April 2017 Nil Nil
Number of shareholders who approached the Company for transfer of shares from suspense account during the year Nil Nil
Number of shareholders to whom shares were transferred from suspense account during the year; Nil Nil
Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 31st March 2018 Nil Nil

Material Changes and Commitments

The Company has incorporated a wholly owned Subsidiary on 02nd August 2017in Dubai and 28th March 2018 in Singapore thereby making investment for the capitalrequirements of such wholly owned subsidiary. Mr. Atiuttam Singh and Mr Vipin AggarwalNon-executive & Independent Directors of the Company resigned w.e.f 15thDecember 2017. Mr. Mahesh Rachh and Mr Chetan Shah were appointed as AdditionalNon-Executive Independent Director w.e.f 29th December 2017 for period of 5years subject to approval by shareholders at ensuing Annual general meeting. Except asstated above there were no material changes and commitments affecting the financialposition of the Company between the end of financial year and date of the report. Ms PriyaPragnesh Shah Company Secretary and Compliance Officer had resigned with effect from 10thAugust 2017 and Ms Preeti Saxena was appointed as Company Secretary and Compliance Officerwith effect from 1st February 2018.

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 recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in successful performance 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
Managing Director Executive Director
DIN 01468052 DIN 01141083
Place: Mumbai
Date: September 04 2018

Annexure A to the Director's Report

FORM AOC-2

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto:

1. Details of contracts or arrangements or transactions not at arm's length basis: None

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship: Please see Annexure to AOC2 (b) Nature of contracts/ arrangements/transactions: Please see Annexure to AOC 2 (c)Duration of the contracts/arrangements/transactions: Please see Annexure to AOC 2 (d)Salient terms of the contracts or arrangements or transactions including the value ifany: No salient terms defined for the transactions with related parties (e) Date(s) ofapproval by the Board if any; and Audit Committee: Audit Committee Approval: 29.05.2017(f) Amount paid as advances if any: Please see Annexure to AOC 2

"ANNEXURE TO AOC 2"

Name(s) of the related party Nature of relationship Nature of contracts/ arrangements/transactions Amount paid as advances Amount of Transactions (in Rs)
Amit Vinod Sheth (Managing Director) Director Loan taken during the year - 2020216
Loan repaid during the year 2020216
Remuneration 5400000
Deepali Amit Sheth (Executive Director) Director Loan taken during the year - 1109234
Loan repaid during the year 1109234
Remuneration 4200000
Rent Paid 1159198
Nalini Vinod Sheth (Whole time Director) – Upto 30th Sept 2016 Relatives of Directors Loan taken during the year - 748848
Loan repaid during the year 748848
Remuneration NIL
(Later Non - Executive Director) Rent Paid 765448
Jigar Bharat Ghelani Arion Online Pvt Ltd Relatives of Directors Salary - 5847508
Associate Balance at Close of - 2214921
Entities Unsecured Loan Given
Unsecured loan given during the year 1283814
Received against loan Given 1188343
Outstanding Payables against Purchases 10608
Outstanding Receivables against Sales 2568435
Sales during the year 2568435
Purchases during the year 1791129
Shantilal & Brothers (Mfg. Dept) Associate Outstanding Payables against Purchases - 66920623
Entities
Outstanding Receivables against Sales NIL
Sales during the year 65233634
Purchases during the year 425452913
Shri Jay Pharma Exim P Ltd Associate Entities Balance at the close of - 1100049
Unsecured Loan Taken
Focus Lighting FZE Associate Entities Outstanding Receivables against Sales - 5075103
Sales during the year 6954907
Plus Light Tech FZE Associate Entities Outstanding Receivables against Sales 4917949
Sales during the year 4917949
Priya Pragnesh Shah (Company Secretary & Compliance Officer) (upto 10-08-17) Key Managerial Personnel Salary - 129627
Preeti Saxena (Company Secretary & Compliance Officer) Key Managerial Personnel Professional Fees - 27000
Chetan Trivedi (CFO) Key Managerial Personnel Salary - 1950000

Annexure C to the Directors ‘Report

Policy for selection and appointment of Directors and their remuneration

The Nomination and Remuneration Committee (NRC) has recommended a Policy whichinteralia deals with the manner of selection of Executive/Non-Executive Directors andsenior management Employees and their remuneration. The said Policy has been adopted bythe Board and is outlined as below:

1.01 Guiding Principles:

(i) The terms of employment and remuneration of MD WTD KMPs and SMPs shall becompetitive in order to ensure that the Company can attract and retain competent talent(ii) The remuneration Policy shall ensure that: a) The level and composition ofremuneration is reasonable and sufficient to attract retain and motivate directors/ KMPsand SMPs of the quality required to run the Company successfully. b) Relationship ofremuneration to performance is clear and meets appropriate performance benchmarks. c)Remuneration to directors KMP and SMP involves a balance between fixed and variable payreflecting short and long term performance objectives and goals set by the Company. d)Remuneration package is linked to the achievement of corporate performance targets and astrong alignment of interest with stakeholders. (iii) While determining the remunerationand incentives for the MD/ WTD and KMP's the following shall be considered: (a)payandemploymentconditionswithpeers/elsewhereinthecompetitivemarket (b) Bench marking withthe industry practices (c) Performance of the individual (d) Company Performance (iv) Forthe benchmarking with Industry practice criteria of size complexity datatransparencyandgeographicalareashallalsobegivendueconsideration. (v)ThepaystructuresshallbeappropriatelyalignedacrosslevelsintheCompany.

1.02 Remuneration Policy:

(1) SMPs & KMPS (other than MD/WTD):

(i) Remuneration packages shall be designed in such manner that:

(a) Motivates delivery of key business strategies creates a strong performance-orientated environment and rewards achievement of the Company's objectives & goalsover the short and long-term.

(b) Attracts high-flier executives in a competitive global market and remunerateexecutives fairly and responsibly. (ii) Remuneration shall be competitive and shallinclude salary comprising of both fixed and variable components performance incentivesand other benefits such as retrial benefits health care insurance and hospitalisationbenefits telephone reimbursement etc. (iii) Remuneration shall be evaluated annually andannual increase shall be decided considering the performance of the individual and also ofthe Company. Industry practices/trends shall also be given due consideration. (iv)Remuneration can be reset at any time considering the benchmark of international anddomestic companies which are similar in size and complexity to the Company. Benchmarkinformation shall be obtained from internationally recognized compensation serviceconsultancies. (v) The remuneration to be paid to the KMPs viz. CEO CFO CS or SMPsshall be recommended by the NRC considering relevant qualification and experience of theindividual as well as the prevailing market condition. (vi) The NRC may consider to grantStock Options to KMPs& SMPs pursuant to any Stock Option Plan adopted by the Companyif any.

(2) MD/WTD:

(i) Remuneration to the MD and WTD shall be proposed by the NRC and subsequentlyapproved by the Board of Directors and the shareholders of the Company whenever required.(ii) Remuneration shall be evaluated annually against performance and a benchmark ofinternational and domestic companies which are similar in size and complexity. Benchmarkinformation shall be obtained from internationally recognized compensation serviceconsultancies. (iii) Total remuneration for the MD and WTD shall be comprised of thefollowing: a) Salary (both fixed & variable). b) Perquisites like house rentallowance domiciliary medical expenses and club Memberships etc. c) Retirals made inaccordance with applicable as and policies of the Company. d) In addition they shall alsobe entitled to a Performance Bonus linked to their Individual performance and also theperformance of the Company and the individual. e) It shall be ensured that totalremuneration payable to MD and WTD's shall not increase10%of the net profit of the Company(not exceeding 5% for MD) computed in accordance with Section 198 of the Companies Act2013.

(3) NEDs:

(i) NEDs shall be entitled to such sitting fees as may be decided by the Board ofDirectors from time to time for attending the meeting of the Board and of the Committeethereof. (ii) NEDs shall also been titled for payment of commission if any as up to thelimits permitted in Section 197 of the Companies Act 2013 and approved by theshareholders from time to time. (iii) IDs shall not be eligible for any Stock Optionspursuant to any Stock Option Plan adopted by the Company. (iv) The NEDs shall be eligiblefor remuneration of such professional services rendered if in the opinion of the NRC theNED possesses the requisite qualification for rendering such professional services.

3.00 APPLICABILITY:

(i) This Remuneration Policy shall apply to all existing and future employmentagreements with KMPs & SMPs and also with the Directors. (ii) In all respects theRemuneration Policy shall be subject to overall guidance of the Board of Directors. Anydeparture from the policy shall be approved by the Board.

For and on behalf of the Board of Directors of
Focus Lighting and Fixtures Limited
Sd/- Sd/-
Amit Vinod Sheth Deepali Amit Sheth
Managing Director Executive Director
DIN 01468052 DIN 01141083
Place: Mumbai
Date: 4th September 2018