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Focus Suites Solutions & Services Ltd.

BSE: 540945 Sector: Others
NSE: N.A. ISIN Code: INE180Z01019
BSE 00:00 | 25 Mar 5.40 -0.04
(-0.74%)
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NSE 05:30 | 01 Jan Focus Suites Solutions & Services Ltd
OPEN 5.47
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VOLUME 52000
52-Week high 39.00
52-Week low 5.30
P/E 3.58
Mkt Cap.(Rs cr) 7
Buy Price 5.17
Buy Qty 4000.00
Sell Price 5.59
Sell Qty 4000.00
OPEN 5.47
CLOSE 5.44
VOLUME 52000
52-Week high 39.00
52-Week low 5.30
P/E 3.58
Mkt Cap.(Rs cr) 7
Buy Price 5.17
Buy Qty 4000.00
Sell Price 5.59
Sell Qty 4000.00

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

Company director report

BOARD’S REPORT

Dear Members

The Board of Directors are pleased to present the Company’s Eleventh Annual Reportand the Company’s audited financial statements (standalone and consolidated) for thefinancial year ended March 312018.

1. FINANCIAL SUMMARY

(Amount in Rs.)
Particulars

Standalone

Consolidated

2017-2018 2016-2017 2017-2018 2016-2017
Revenue from Operations 146442785 95100974 269652643 154156304
Other Income 309020 - 309020 -
Total income 146751805 95100974 269961663 154156304
Less Total Expenses 118959033 80460380 229082174 134950666
Profit or Loss before Tax 27792772 14640594 40879489 19205638
Less: Current Tax 7601589 4114700 10933193 5556807
Deferred Tax (Liability)/ Asset 25648 710383 355545 708695
Profit or (Loss) After Tax 20165535 9815511 29590751 12940136
Less: Minority Interest Share - - 17 30
Profit or (Loss) After Tax and Minority Interest Share 20165535 9815511 29590734 12940106
Add: Balance as per last Balance Sheet 27644483 17828972 29681889 17828972
Less: Bonus Issue 24422080 - 24422080 -
Less: Share in Pre Acquisition Profit of Subsidiaries - - 18420456 1087189
Balance Transferred to Balance Sheet 23387938 27644483 16430087 29681889

2. REVIEW OF OPERATIONS

During the year under review the Standalone Financial results for the year show aTotal Income of ' 146751805 compared to ' 95100974 and Standalone Net Profit after taxof ' 20165535 as compared to ' 9815511 in the previous year and the ConsolidatedFinancial results for the year show Total Income of ' 269961663 compared to '154156304 and Consolidated Net Profit after tax of 29590751 compared to 12940136 inthe 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 2018

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. CONVERSION OF THE COMPANY

The Company "Focus Suites Solutions & Services Private Limited"originally incorporated and registered under the Companies Act 1956 as a Private LimitedCompany bearing CIN U72200KA2006PTC039993 on 18th July 2006 at BengaluruKarnataka.

Subsequently the Company was converted into a Public Limited Company pursuant toshareholders resolution passed at Annual General Meeting of the Company held on 29thSeptember 2017 and the name of the Company was changed to Focus Suites Solutions &Services Limited and a fresh certificate of incorporation consequent upon Conversion ofPrivate Company to Public Company dated 16th November 2017 was issued byRegistrar of Companies Bangalore Karnataka.

6. LISTING OF EQUITY SHARES ON SME PLATFORM OF BSE LIMITED

At the beginning of the financial year the Company was an unlisted private Company.The Company has made an Initial Public Offer of 3608000 Equity Shares of face value of '10 each for cash at a price of ' 18/- per equity share (including a share premium of ' 8per equity share) ("Offer Price) aggregating to ' 64944000 ("The Offer").The Company has successfully completed the Initial Public Offering (IPO) in the currentyear pursuant to the applicable SEBI Rules and Regulations. The IPO opened on 30thJanuary 2018 and closed on 01st February 2018.

The Public Offer of the Company received an encouraging response from the investors andthe public issue was oversubscribed. The Equity Shares of the Company have been listed onSME Platform of BSE Limited w.e.f. 9th February 2018.

7. CHANGE IN SHARE CAPITAL

Following are the changes in Share Capital of the Company during Financial year2017-2018.

i. BONUS SHARES

During the year under review the shareholders of the Company were rewarded with BonusShares in the proportion of 16 (sixteen) new Equity Share of ' 10/- (Rupees ten) eachfully paid up for every 1 (one) existing Equity Share of ' 10/- (Rupees Ten) each of theCompany held by the members as on 8th April 2017 (i.e. Record Date) which wasapproved by the members in Extra Ordinary General Meeting held on 7th April2017.

Consequently the paid-up Equity Share Capital of the Company increased to '25948460 divided into 2594846 Ordinary (Equity) Shares of ' 10 each fully paid-up.

ii. INCREASE IN AUTHORISED CAPITAL

During the year under review and pursuant to approval of the Members of the Company inExtra-Ordinary General Meeting held on 28th April 2017 your Company Increasedits Authorised Share Capital from ' 50000000/- (Rupees Five Crore) divided into5000000/- (Rupees Fifty Lakhs) Equity Shares to ' 150000000/- (Rupees Fifteen Croreonly) divided into 15000000 (One Crore Fifteen Lakhs only) Equity Shares of ' 10/-(Rupees Ten only).

iii. PREFERENTIAL ISSUE:

During year under review and pursuant to approval of the Members of the Company in theExtra-Ordinary General Meeting held on 28th April 2017 the Company had issuedand allotted 1634125 equity shares of face value of ' 10/- each at a price ' 18/- each(including premium of ' 8 per Share) to Promoter and 4112000 equity shares of face valueof ' 10/- each at a price ' 15/- each (including premium of ' 5 per Share) to Nonpromoters on preferential basis. (Pre -IPO Allotment).

Consequent to the aforesaid allotment the share capital of the Company standsincreased to ' 97419710 divided in 9741971 equity shares of ' 10/- each fullypaid-up.

*Additional Information

The Board of Directors in its Meeting held on 7th April 2018 had approvedto issue and allot upto 195000 equity shares of face value of ' 10/- each at a price of' 50 (Rupee Fifty Only) (including premium of ' 40 (Rupee Forty only) on preferentialbasis.

The company has received the approval from the members of the Company in the ExtraOrdinary General Meeting held on 7th May 2018 and also In principle approvalwas received from BSE limited.

However the proposed allottees to the preferential issue to whom the offer/invitationwas made had not subscribed to the issue within the time limit as prescribed underRegulation 74 of the SEBI (ICDR) Regulations 2009 and other applicable act rule etc.

iv. INTIAL PUBLICE OFFERING (IPO)

During year under review the Company have issues and allotted 3608000 equity sharesof face value of ' 10/- each at a price ' 18/- each (including premium of ' 8 per Share)on 7th February 2018 through Initial Public Offering.

Consequent to the aforesaid allotment the share capital of the Company standsincreased to ' 133499710 divided in 13349971 equity shares of ' 10/- each fullypaid-up.

8. 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.

9. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

10. FINANCE

Cash and Bank Balance as at 31st March 2018 was ' 98067513.

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

11. DEPOSITS

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

12. 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.

13. 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.

14. 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)* 143093265 72159170
Foreign Exchange outgo (outflow) 1149664 6864805

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

15. INDUSTRIAL RELATION

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

16. CHANGE OF REGISTERED OFFICE:

During the year under review the Company has shifted its Registered office from itspresent location at 715 I Floor I Main Indiranagar I Stage Bangalore -560038Karnataka to 2nd Floor Kalpak Arcade No. 46/17 Church Street Bangalore -560001 Karnataka within the local limit of the town with effect from 1st July2017.

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

Executive Director

The Board of Directors have appointed Ms. Jyotsana Puri (DIN: 07855815) and Ms. SuvaibaShurjil Khatri (DIN: 07855833) as Additional Directors on 20th July 2017.Their appointment was approved by the shareholders of the Company in their Tenth AnnualGeneral Meeting held on 29th September 2017 as the Directors of the Company.

The Board of Directors have appointed Ms. Soniya Singh (DIN: 07936772) as AdditionalDirectors on 23rd October 2017. Their appointment was approved by theshareholders of the Company in their Tenth Annual General Meeting held on 29th September2017 as the directors of the Company.

Mr. Sandip Bhatia and Mr. Sagar Bait ceased to the Directors of the Company w.e.f. 24thNovember 2017. The Board of Directors wishes to place on record their appreciation forcontribution made by them during the tenure as a Director.

Change in Designation

During the year under review the following changes in designation of the Directorswere effected:

Pursuant to approval of the Members of the Company in the Extra-Ordinary GeneralMeeting held on 21st November 2017 designation of Ms. Soniya Singh (DIN:07936772) has been changed from Director to Managing Director. She has been appointed asManaging Director for the period of Five Years effective from 21st November2017 to 20th November 2022 and liable to retire by rotation.

Pursuant to approval of the Members of the Company in the Extra-Ordinary GeneralMeeting held on 21st November 2017 designation of Ms. Jyotsana Puri (DIN:07855815) has been changed from Director to Whole-Time Director. She has been appointed asWhole-Time Director for the period of five years effective from 21st November2017 to 20th November 2022 and liable to retire by rotation.

Independent Director and Non-Executive Director

The Company have appointed Ms. Prachee Nag (DIN: 07346921) and Bharathi Ramakrishnan(DIN: 07163880) as Independent Director and

Mr. Rajendra Kumar Sharma (DIN: 06879460) as Non-Executive Director of the Companyw.e.f. 21st November 2017. The appointment of the above Directors was approvedby the Shareholders of the Company in their Extra-Ordinary General meeting held on 21stNovember 2017. All the Independent Directors have been appointed to hold the office for

5 (five) consecutive years till the year 2022.

Key Managerial Personnel

The Board have appointed following Key managerial Personnel pursuant to section 203 ofthe Companies Act 2013:

Ms. Jyotsana Puri (PAN No. ANUPB7144B) has been appointed as Chief Financial Officer ofthe Company w.e.f. 21st November 2017.

Ms. Nidhi Sharma (PAN No. DBXPS2670K) has been appointed as the Company Secretary

6 Compliance Officer of the Company w.e.f 18th November 2017 by the Boardof Directors in their meeting held on 18th November 2017.

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. Suvaiba Shurjil Khatri -Executive Director(DIN:07855833) of the Company is liable to retire by rotation in the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Board ofDirectors recommends her re-appointment

18. 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 Ms. Soniya Singh - Managing Director Suvaiba Shurjil Khatri- Executive Director
Non-Executive and Independent Director Ms. Prachee Nag - Independent Director Ms. Bharathi Ramakrishnan - Independent Director

Audit Committee:

The Company has constituted an audit committee ("Audit Committee") as persection 177 of the Companies Act 2013 vide resolution passed in the meeting of the Boardof Directors dated November 23 2017. The constituted Audit Committee comprises followingmembers:

Sr. No. Name of the Director Status Nature of Directorship
1. Bharathi Ramakrishnan Chairperson Independent Director
2. Prachee Nag Member Independent Director
3. Rajendra Kumar Sharma Member Non Executive 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 constitution of the Nomination and RemunerationCommittee was approved by a Meeting of the Board of Directors held on November 23 2017.The said committee is comprised as under:

The Nomination and Remuneration Committee comprises the following Directors:

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

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

Stake Holders Relationship Committee:

The Company has constituted a shareholder / investors grievance committee("Stakeholders‘

Relationship Committee") to redress complaints of the shareholders. TheStakeholders Relationship Committee was constituted vide resolution passed at the meetingof the Board of Directors held on November 23 2017.

The Stakeholders Relationship Committee

comprises the following Directors:

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

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

19. 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.

20. 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.

As part of the evaluation process the performance of Non- Independent Directors theChairman and the Board was done by the Independent Directors. The performance evaluationof the respective Committees and that of independent and Non Independent Directors wasdone by the

Board excluding the Director being evaluated. The Directors expressed satisfaction withthe evaluation process.

21. MEETINGS OF THE BOARD

Thirty Nine meetings of the Board of Directors were held during the year. Theintervening gap between the meetings was within the period prescribed under Companies Act2013 and as per Secretarial Standard-1.

22. 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 March312018 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 consistentlyand judgments 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 2018 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.

23. 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 ' 33132790 as compared to ' 14971315 in previous year. The profit aftertax stood at ' 4119076 as against profit after tax of ' 1602397 in the previous 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 ' 90077068 as compared to ' 45809015 in previous year. The profit aftertax stood at ' 5306140 as against profit after tax of ' 1522230 in the previous 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.

24. 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 any 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 compliance the NILParticulars of contract or arrangements with related parties is annexed herewith in FormAOC 2 as "Annexure - B".

25. 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 2018 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 partof this Report.

26. MERGERS ACQUISITIONS AND DIVESTMENT

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

27. 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.

28. 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.

29. 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 ofthe Company.

30. 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.

31. STATUTORY AUDITORS

During the year under review M/s Rishi Sekhri & Associates Chartered Accountants(Firm Registration No.: 128216W) has resign w.e.f. 3rd April 2018 as StatutoryAuditor as the firm is not having valid peer review certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India in order to meet the requirementof Regulation 33 of SEBI (LODR) Regulation 2015.

Therefore pursuant to Section 139 of the Companies Act 2013 based on recommendationof the Board in its meeting held on 7th April 2018 and approval of members ofthe Company in the ExtraOrdinary General Meeting held on 7th May 2018 M/sRamanand & Associates Chartered Accountants (Firm Registration No.: 0117776W) wasappointed as Statutory Auditors of the Company to hold the office from 7thApril 2018 until the conclusion of the ensuing Annual General Meeting of the Company andthat they shall conduct the Statutory Audit for the period ended 31st March2018 on such remuneration as may be fixed by the Board of Directors in consultation withthem.

The Audit committee of the Company has proposed and on 29th May 2018 theBoard of Directors of the Company has recommended the appointment of M/s Ramanand &Associates Chartered Accountants (Firm Registration No.: 0117776W)

as the Statutory Auditors of the Company. The firm will hold office for period of fiveconsecutive years from the conclusion of the 11th Annual General Meeting of theCompany scheduled to be held on 28th September 2018 till the conclusion ofthe 16th Annual General Meeting to be held in the year 2023 subject to theapproval of the shareholders of the Company.

M/s Ramanand & Associates Chartered Accountants (Firm Registration No.: 0117776W)have given certificate and written consent as required in terms of Section 139(1) of theCompanies Act read with Rule 4 of the Companies (Audit and Auditors) Rules 2014.

In pursuant to Companies Amendment Act 2017 enforced on 7th May 2018 byMinistry of Corporate Affairs the appointment of statutory auditor is not required to beratified at every annual general meeting.

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. 2 of the Noticeof the ensuing Annual General Meeting to consider and approve the appointment of theStatutory Auditors of the Company.

32. 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 31stMarch 2018.

The Secretarial Audit Report for the financial year ended March 312018 issued by M/s.Anil Hingad & Co. Company Secretaries forms part of this report and is appended as "Annexure-D".

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

33. 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 2017-2018. During the year underreview the Company continued to

implement his suggestions and recommendations to improve the control environment. Theirscope of works includes review of processes for safeguarding the assets of the Companyreview of operational efficiency effectiveness of systems and processes and assessingthe internal control strengths in all areas.

34. 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.

35. 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 46.13 Lakhs as on March 312018 for aperiod of more than six months from the date they became payable. The Board is trying tomaintian utmost financial discipline and avoid delay in payment of statuatory dues.

36. ANNUAL RETURN

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

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

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements related and on the date of this report.

During the year under review the financial position of the company was satisfactory.

38. 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.

PARTICULARS AS PER RULE 5 OF THE 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’sReport. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable to the Company as no employee fallsunder the threshold provided therein.

39. 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.

40. 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

41. 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 net profit are not applicable to the Company.

42. 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 bythe Company.

43. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for support extendedby the bankers business associates clients consultants auditors

shareholders and the employees of the Company for their co-operation and support.

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

For and on behalf of the Board of Directors

Soniya Singh
(Managing Director)
DIN:07936772
Mumbai 24th August 2018