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Focus Suites Solutions & Services Ltd.

BSE: 540945 Sector: Others
NSE: N.A. ISIN Code: INE180Z01019
BSE 00:00 | 21 Sep 1.36 -0.07
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NSE 05:30 | 01 Jan Focus Suites Solutions & Services Ltd
OPEN 1.36
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VOLUME 4000
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P/E 0.76
Mkt Cap.(Rs cr) 2
Buy Price 1.43
Buy Qty 4000.00
Sell Price 1.36
Sell Qty 8000.00
OPEN 1.36
CLOSE 1.43
VOLUME 4000
52-Week high 4.72
52-Week low 1.36
P/E 0.76
Mkt Cap.(Rs cr) 2
Buy Price 1.43
Buy Qty 4000.00
Sell Price 1.36
Sell Qty 8000.00

Focus Suites Solutions & Services Ltd. (FOCUSSUITESSOL) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's Twelfth Annual Report andthe Company's audited financial statements (standalone and consolidated) for the financialyear ended March 31 2019.

1. FINANCIAL SUMMARY

(Amount in Rs.)

Particulars Standalone Consolidated

2018-2019

2017-2018

2018-2019

2017-2018
Revenue from Operations 166420198 146442785 299606966 269652643
Other Income 102973 309020 102973 309020
Total income 166523171 146751805 299709939 269961663
Less Total Expenses 133384105 118959033 251321491 229082174
Profit or Loss before Tax 33139066 27792772 48388448 40879489
Less: Current Tax 10446017 7601589 14725776 10933193
Deferred Tax (Liability)/ Asset (1144590) 25648 (1441046) 355545
Profit or (Loss) After Tax 23837639 20165535 35103718 29590751
Less: Minority Interest Share - - 20 17
Profit or (Loss) After Tax and Minority Interest Share 23837639 20165535 35103698 29590734
Add: Balance as per last Balance Sheet 23387938 27644483 16430087 29681889
Less: Bonus Issue - 24422080 - 24422080
Less: Share in Pre Acquisition Profit of Subsidiaries - - - 18420456
Balance Transferred to Balance Sheet 47225577 23387938 51533784 16430087

2. REVIEW OF OPERATIONS

During the year under review the Standalone Financial results for the year show aTotal Income of Rs. 166523171 compared to Rs. 146751805and Standalone Net Profit aftertax of Rs. 23837639 as compared to Rs. 20165535 in the previous year and theConsolidated Financial results for the year show Total Income of Rs. 299709939 compared toRs. 269961663 and Consolidated Net Profit after tax of 35103718 compared to 29590751in the previous year.

Your Directors are optimistic about Company's business and hopeful of betterperformance with increased revenue in next year. There was no change in the nature ofbusiness of Company.

3. DIVIDEND & RESERVE

With a view to provide cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.

Your Directors do not propose to transfer any amount to the General Reserve for thefinancial year ended 31st March 2019.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 does not apply as there wasno dividend declared and paid last year.

5. CHANGE IN SHARE CAPITAL

There is no change in Share Capital of the Company during financial year 2018-2019.

6. USE OF PROCEEDS

i. INTIAL PUBLIC OFFER

The Proceed raised from the Intial Public Issue (IPO) of the Company has been utilizedfor the object as stated in the prospectus dated 18th January 2018. For thedetail please refer note 27 to financial statements.

ii. PREFERENTIAL ISSUE

The proceeds from the preferential issue has been utilised for the object as stated inthe explanatory statement to the Notice for the Extra-Ordinary General Meeting held on 28thApril 2017. For detail please refer note 27 to the financial statements.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Management Discussion & Analysis Report has been separately furnished in the AnnualReport.

8. FINANCE

Cash and Bank Balance as at 31st March 2019 was Rs. 471124.

The Company continues to focus on judicious management of its working capitalreceivable and other working capital parameters were kept under strict check throughcontinuous monitoring.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

Particulars of loans given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement which isattach to this report.

11. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

The Company has established a well-defined process of risk management wherein theidentification Analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. Necessary internal control systems are alsoput in place by the Company on various activities across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act 2013 is not applicable to ourCompany as the Company does not own any manufacturing facility.

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy Company's operation does not consume significant amount of energy.
(ii) The steps taken by the Company for utilizing alternate sources of energy Not applicable in view of comments in clause (i)
(iii) the capital investment on energy conservation equipment's Not applicable in view of comments in clause (i)

(b) Technology Absorption: Not Applicable

(i) the effort made towards technology absorption

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution

(iii) in case of imported technology (important during the last three years reckonedfrom the beginning of the financial year)

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof

(iv) the expenditure incurred on Research and Development

(c) Foreign Exchange Earnings and Outgo

(Amount in Rs.)

Current Year Previous year
Foreign Exchange earnings (inflow)* 165230858 143093265
Foreign Exchange outgo (outflow) 4095939 1149664

* The above inflow earnings amounts includes accrued and due receivable also.

13. INDUSTRIAL RELATION

During the year under review your Company enjoyed cordial relationship with clientsand employees at all levels.

14. DETAILS OF DIRECTORS / KMP / APPOINTED / RESIGNED DURING THE YEAR: ExecutiveDirector

Ms. Suvaiba Shurjil Khatri has resigned from the Company as Executive Director of theCompany w.e.f. January 15 2019. The Board of Directors wishes to place on record theirappreciation for contribution made by them during the tenure as a Director.

Independent Director

Ms. Bharathi Ramakrishnan has resigned from the Company as Independent Director of theCompany w.e.f. February 26 2019. The Board of Directors wishes to place on record theirappreciation for contribution made by them during the tenure as a Director.

Key Managerial Personnel

Ms. Nidhi Sharma has resigned from the Company as Company Secretary of the Companyw.e.f. January 15 2019. The Board of Directors wishes to place on record theirappreciation for contribution made by them during the tenure as a Director. Ms. NidhiSharma (PAN No. DBXPS2670K) has been resigned as the Company Secretary & ComplianceOfficer of the Company w.e.f. 17th August 2018.

Ms. Trupti Limbasiya (ACS: 41579) as the Company Secretary and Compliance Officer ofthe Company w.e.f. 30th October 2018.

Director Retiring by Rotation

Pursuant to Section 152 of the of the Companies Act 2013 and in accordance withArticles of Association of the Company Ms. Jyotsna Puri Executive Director (DIN:07855815) of the Company is liable to retire by rotation in the ensuing Annual GeneralMeeting and being eligible offers herself for re- appointment.

The Board of Directors recommends her re-appointment.

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category Name of Director
Executive and Non Independent Director Ms. Jyotsana Puri - Whole-Time Director/ CFO
Non-Executive and Independent Director Ms. Prachee Nag Independent Director
Mr. Rajendra Kumar Sharma Non-Executive Director

Audit Committee:

Our Company has constituted an Audit Committee ("Audit Committee") as persection 177 of the Companies Act 2013. The constituted Audit Committee comprises followingmembers:

Sr. No. Name of the Director Status Nature of Directorship
1. Rajendra Kumar Sharma Chairman Non Executive Director
2. Prachee Nag Member Independent Director

The Company Secretary and Compliance Officer of the Company would act as the Secretaryto the Audit Committee.

Nomination And Remuneration Committee:

Our Company has constituted a Nomination and Remuneration Committee in accordancesection 178 of Companies Act 2013. The said committee is comprised as under: TheNomination and Remuneration Committee comprises the following Directors:

Sr. No. Name of the Director Status Nature of Directorship
1. Rajendra Kumar Sharma Chairman Non Executive Director
2. Prachee Nag Member Independent Director

The Company Secretary of our Company shall act as a Secretary to the Nomination andRemuneration Committee.

Stake Holders Relationship Committee:

Our Company has constituted a shareholder / investors grievance committee("Stakeholders‘ Relationship Committee") to redress complaints of theshareholders.

The Stakeholder‘s Relationship Committee comprises the following Directors:

Sr. No. Name of the Director Status Nature of Directorship
1. Rajendra Kumar Sharma Chairman Non Executive Director
2. Prachee Nag Member Independent Director

The Company Secretary and Compliance Officer of the Company shall act as the Secretaryto the Stakeholder‘s Relationship Committee

16. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.

17. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES

A formal evaluation of the performance of the Board its Committees the Chairman andthe individual Directors was led by Nomination & Remuneration Committee theevaluation was done using individual interviews covering amongst other vision strategyand role clarity of the Board. Board dynamic and processes contribution towardsdevelopment of the strategy risk management budgetary controls receipt of regularinputs and information functioning performance & structure of Board Committeesethics & values skill set knowledge & expertise of Directors leadership etc. Aspart of the evaluation process the performance of Non- Independent Directors the Chairmanand the Board was done by the Independent Directors. The performance evaluation of therespective Committees and that of independent and Non Independent Directors was done bythe Board excluding the Director being evaluated. The Directors expressed satisfactionwith the evaluation process.

18. MEETINGS OF THE BOARD

7 meetings of the Board of Directors were held during the year. The intervening gapbetween the meetings was within the period prescribed under Companies Act 2013 and as perSecretarial Standard-1.

19. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3)(c) of the Companies Act 2013:

(i) That in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2019 and of theprofit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively

20. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the Company has 2 Subsidiaries as on the date of theReport.

1. GENPOP CONSUMER RESEARCH PRIVATE LIMITED (GENPOP)

During the year under review the GENPOP a subsidiary of the Company have achieved aturnover of Rs. 34965122 as compared to Rs. 33132790 in previous year. The profitafter tax stood at Rs. 4672587 as against profit after tax of Rs. 4119076 in theprevious year.

2. PURE ONLINE PANEL RESEARCH SERVICES PRIVATE LIMITED (POP)

During the year under review the POP a subsidiary of the Company have achieved aturnover of Rs. 84242559 as compared to Rs. 90077068 in previous year. The profitafter tax stood at Rs. 6593492 as against profit after tax of Rs. 5306140 in theprevious year.

The statement containing the salient features of the financial statement of subsidiary/associate/ joint venture companies as per section 129(3) of the Act is provided in formAOC-1 is attached as "Annexure A" which forms part of this report.

The Company do not have any associates or joint venture as on date of this report.

21. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

During the year under review the Company has not entered into nay materiallysignificant related party transactions which may have potential conflict with the interestof the Company at large. Suitable disclosures as required are provided in AS-18 which isforming the part of the notes to the Financial Statement. As a part of complaince the NILParticulars of contract or arrangements with related parties is annexed herewith in FormAOC 2 as "Annexure - B".

22. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe Annual Return in MGT -9 for the Financial Year ended March 31 2019 made under theprovisions of Section 92(3) of the Act and rule 12(1) of the Companies (Management andAdministration) Rules 2014 is attached as "Annexure C" which forms part ofthis Report.

23. MERGERS ACQUISITIONS AND DIVESTMENT

There was no merger Acquisitions and Divestment done by the Company during the periodunder review.

24. CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the Membersof the Board of Directors and all the employees in the course of day to day businessoperations of the Company.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealing and inparticulars on matters relating to integrity in the work place in business practices andin dealing with stakeholders.

24. NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors Key Managerial Personnel andother employees has been formulated in terms of the provision of The Compnies act 2013and SEBI (LODR) Regulation 2015 in order to pay equitable remuneration to the DirectorsKey Managerial Personnel and employees Company and to harmonise the aspiration of humanresources consistent with the goals of the Company.

The remuneration policy is aimed at rewarding performance based on review ofachievements on a regular basis. The components of the total remuneration vary fordifferent levels and are governed by Industry pattern practice qualification andexperience of the employees and responsibilities handled by them. The objectives of theremuneration policy are to motivate and encourage the employees to deliver higherperformance and to recognize their contribution.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year your Directors have constituted a Whistle Blower Policy /Vigilmechanism policy for the Company to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct of theCompany.

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

The Company has set up an Internal Complaints Committee to redress complaints receivedregarding sexual harassment. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

27. STATUTORY AUDITORS

M/s Ramanand & Associates Chartered Accountants (Firm Registration No.: 0117776W)were appointed as the Statutory Auditors of the Company in the Annual General Meeting heldon 28th September 2018 for a term of 5 years.

The Members will be requested to authorize the Board of Directors to fix theirremuneration.

In this connection the attention of the Members is invited to Item No. 3 of the Noticeof the ensuing Annual General Meeting to consider and approve the appointment of theStatutory Auditors of the Company.

28. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 and Rules made there under theBoard had appointed M/s. Anil Hingad & Co. Company Secretaries (C.P No. - 13801) toconduct the Secretarial Audit of the Company for Financial Year ended 31st March2019. The Secretarial Audit Report for the financial year ended March 31 2019 issued byM/s. Anil Hingad & Co. Company Secretaries forms part of this report and is appendedas "Annexure-D".

The Secretarial Audit Report contains qualification reservation or adverse remarkwhich are clarified at point no. 31 of the Board Report.

29. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act 2013 and Rules made there under M/s.Rishi Sekhri and Associates Chartered Accountants Mumbai have been appointed as anInternal Auditors of the Company for financial year 2018-2019. During the year underreview the Company continued to implement his suggestions and recommendations to improvethe control environment. Their scope of works includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas.

30. COST AUDIT

Provision of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 are not applicable to the Company during the period underreview.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications reservations or adverse remarks made by the Auditors intheir report except outstanding statutory dues of Rs. 129.00 Lakhs as on March 31 2019for a period of more than six months from the date they became payable. The Board istrying to maintian utmost financial discipline and avoid delay in payment of statuatorydues.

Boards clarification with regard to observations of Secretarial Auditor of the Companyare as below:

1. Company is facing technically difficulty in filing e-form MGT-14 for the appointmentof Company Secretary and Compliance Officer of Ms. Trupti Limbasiya with The Registrar ofCompany the same shall be resolved soon;

2. Company is in the process of changing the status of the Company from Unlisted toListed with The Registrar of Companies Bangalore;

3. During the period 17/08/2018 to 30/10/2018 Company was in the search of CompanySecretary and Compliance Officer;

4. Company shall soon file e-form MGT-14 for the appointment of Secretarial Auditor ofthe Company for the financial year 2017-18.

32. ANNUAL RETURN

Annual Return shall be place on www.focus-suites. com within the time prescribed underthe Companies Act 2013 for filling the Annual Return from the date of conclusion of theAnnual General Meeting.

33. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no other material changes and commitments apart from above mentionedaffecting the financial position of the company which have occurred between the end of thefinancial year of the company to which the financial statements related and on the date ofthis report. During the year under review thefinancial position of the company wassatisfactory.

34. PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and inreceipt of remuneration aggregating to Rs 10200000/- p.a or more or who was employedfor part of the year and in receipt of remuneration aggregating to Rs 850000/- p.m ormore.

PARTICULARSASPERRULE 5 OFTHE COMPANIES (APPOINTEMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.

The details related to employees and their remuneration as required under Section197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are mentioned in "Annexure E" to this Board's Report.Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is not applicable to the Company as no employee falls under thethreshold provided therein.

35. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovision of corporate governance as per Regulation 15 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence nocorporate governance report is disclosed in this Annual Report. However we have compliedwith the relevant provision of the Companies Act 2013 and rules thereunder with regardsto formation of committies.

36. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year Number of shareholders who approached listed entity for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL NIL NIL NIL

37. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act 2013 regarding constitution ofCorporate Social Responsibility (CSR) Committee and spending of atleast 2% of average netprofit are not applicable to the Company.

38. SECRETARIAL STANDARD:

The Board of Directors confirms that the applicable provisions of the SecretarialStandards on ‘Meetings of the Board of Directors' have been duly followed by theCompany.

39. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for support extendedby the bankers business associates clients consultants auditors shareholders and theemployees of the Company for their co-operation and support.

The Board of Directors would also like to place on record their sincere appreciationfor the co-operation received from the Local Authorities and all statutory and/orregulatory bodies.

For and on behalf of the Board of Directors
Director
DIN: 06879460
Mumbai 26th August 2019

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