focus in dustrial focus industrid resources limited ...the financial performance of your company for...
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![Page 1: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/1.jpg)
middot FOCUS ~ IN DUSTRIAL 1-- RESOURC ES LTD Focus Industrid Resources Limited
(Since 1985)
September 1 2017
Scrip Code No 534757
BSE Ltd PJ Towers Dalal Street Mumbai- 400001
Scrip code 10016123
The Calcutta Stock Exchange Limited 7 Lyons Range Kolkata -700001
Sub Annual Report for the FY 2016-17 as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015
Dear Sir
We are enclosing herewith Annual Report for the FY 2016-2017 as required under Regulation 34 of SEBI (Listing Obligations and -Disclosure Requirements) Regulations2015
This is for your information and record
Thanking you
Yours faithfully
For Focus Industrial Resources Limited
~lInl (Pradeep Kumar Jindal) ~ Managing Director shyDIN00049715
Registered Office 104 M UKAND HOUSE COM MERCIAL COMPLEX AZADPUR DELHI-110033 Ph 011-47039000 011-27676399 Fax 011-27676399 Email id infofocuslimitedin
CIN No - L1S319DL198SPLC021348 Visit our Website wwwfocuslimitedin
I
ND 32
ANNUAL
REPORT
2016-17
FOCUS INDUSTRIAL RESOURCES LIMITED
GROW WITH US
ContentsCompany Information
Chairmans Message
Directors Profile
Boards Report
Management Discussion and Analysis Report
Corporate Governance Report
Auditors Certificate on Corporate Governance
Independent Auditors Report
Auditors Report
Balance Sheet
Statement of Profit amp Loss
Cash Flow Statement
Notes to Financial Statements
GROW WITH US
1
2
3
4
14
16
24
25
28
29
30
31
32
COMPANY SECRETARYMs Silky Kapoor
AUDITORSSK Singla amp Associates
107Mukand House Commercial ComplexAzadpur Delhi-110033
BANKERS
ANDHRA BANK
BANDHAN BANK
REGISTERED OFFICE amp CORPORATE OFFICE104Mukand House Commercial Complex Azadpur Delhi-110033
Ph 011-47039000 Telefax 011-27676399CIN L15319DL1985PLC021348
wwwfocuslimitedin
BSE LIMITED
CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED
STOCK EXCHANGES
BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTDRDBEETAL HOUSE 3 FLOOR 99 NEAR DADA
HARSHUKH DAS MANDIR NEW DELHI-110 062
E-MAIL beetalrtagmailcom
WEBSITE wwwbeetalfinancialcom
Ph 011-29961281-83
REGISTRAR amp TRANSFER AGENTS
COMPANY INFORMATION | 1
CORPORATE INFORMATION
The global and local macroeconomic environment saw
significant events in FY17 Events such as BREXIT and
President Trumps election created an impact on global
economic activity In India the demonetisation of 1000
and 500 denomination currency notes was a key
initiative by the Government Though this caused
inconvenience and distress to many people the general
public accepted it stoically and even seemed to support
the announcement While it was claimed that
demonetisation had slowed down growth it needs to be
acknowledged that growth had begun to decelerate in the
first two quarters of FY17 The Central Statistical
Organisation (CSO) has put the advance estimate for
real Gross Value Added growth in FY17 at 67 This is
lower than 78 achieved in FY16 The trajectory of
headline CPI inflation remained southbound for most
part of FY17 In April 2016 headline CPI was at 55 and
it moderated to 37 in February 2017 Led by a surge in
the low cost current and savings accounts with the
banking sector on account of demonetization monetary
policy transmission was stronger in the second half of
FY17
Banks dropped their term deposit rates thereby creating
space for a reduction in the marginal cost of funds based
lending rates (MCLR) The large borrowers registered
significant deterioration in their asset quality
Government of India and RBI have taken certain steps to
reduce and resolve the stress levels in the banking system
In the last few years India has taken several steps to
ensure long term economic growth Long term economic
progress is possible only with a strong policy framework
and we have seen numerous positive steps underway to
build the same Recent policy amendments including the
implementation of GST implementation of the
bankruptcy code and the banking sector reforms are
being seen as big drivers of the economy while the
demonetization drive was a bold political move Also
India being a young country with over 600 million
people under the age of 35 years provides us with a great
demographic advantage This huge population powered
with digital connectivity and technological innovation is
proving to be a formidable force in driving the nation
forward
To conclude on behalf of the FIRL I wish to put on record
our sincere appreciation for the valuable services
rendered by the employees and members
We continue to be committed towards creating value for
all our stakeholders and adhering to the highest
standards of corporate governance I wish to thank you
all for your trust and continued support
Regards
Sd-
(Pradeep Kumar Jindal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
DIRECTORS PROFILE | 3
BOARD OF DIRECTORS
Mr Pradeep Kumar Jindal is the Promoter amp Managing Director of FIRL As the Managing Director he heads the organization and provides strategic direction and guidance to all the activities of the organisation and had also practiced as Income Tax Practitioner for over fourteen years Mr Pradeep Kumar Jindal holds a degree of Masters in Business Administration (MBA) and a graduate in Commerce from Agra He joined the Company in 2001 as a Director on the Board He is a member of the Audit Committee constituted by the Company
Ms Mamta Jindal holds a degree of Bachelor in Arts and holds vast experience and expertise in Human Resource Her efficient administrative skill ensures the company stays on the cutting edge of development She is a member of the Stakeholder Relationship Committee She joined the Board on September 30 2015 as a Director
Mr Santanu Kumar Dash holds a degree of Bachelor in Commerce and has over two decades of work experience in the Non-Banking Finance Company and is also working as Income Tax Practitioner over fifteen years He is also the Chairman of the Stakeholder Relationship Committee and Member of the Audit Committee and Nomination amp Remuneration Committee He joined the Board on July 29 2002 as Director
Mr Ram Kishan Singh holds a degree of Bachelor His expertise lies in Marketing Sale operations He is having experience of over 5 years in public relations and Liasoning
Mr Satendrapratap Jaeswal holds a degree of Bachelor in Arts He is the member of Audit Committee and Nomination amp Remuneration Committee He joined the Board on February 10 2016 as Director
Mr Rahul holds a degree of Bachelor in Commerce He is having experience in public relations and Liasoning He is also the Chairman of the Audit Committee and Nomination amp Remuneration Committee and Member of the Stakeholder Relationship Committee He joined the Board on September 30 2015 as Director
Mr Pawan Kumar Poddar holds a degree of Bachelor in Commerce His expertise lies in Finance Operations He is having experience of over 9 years in public relations and Liasoning
MR PRADEEP KUMAR JINDALMANAGING DIRECTOR
MS MAMTA JINDALDIRECTOR
MR SANTANU KUMAR DASHDIRECTOR
MR RAM KISHAN SINGHDIRECTOR
MR SATENDRAPRATAP JAESWALINDEPENDENT DIRECTOR
MR RAHULINDEPENDENT DIRECTOR
MR PAWAN KUMAR PODDARINDEPENDENT DIRECTOR
PARTICULARS
Operating Income
Other Income
Total Income
Less Total Expenses
Profit(loss) before Depreciation amp Taxes
Less Depreciation
Less Current tax
Less Deferred Tax
Profit(Loss) for the year
2016-2017
18484 602
67345
18551947
18103138
1546882
1098073
88925
49760
310124
2015-2016
16500587
529547
17030134
16868157
1459358
1297381
170000
103347
95324
To
The MembersndYour Directors have pleasure in presenting their 32 Annual Report on the
business and operations of the Company and the accounts for the financial styear ended March 31 2017
FINANCIAL RESULTSstThe financial performance of your Company for the year ended 31 March
2017 is summarised below
STATE OF THE COMPANY AFFAIRSCHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Companys profit before tax is Rs 448809- and registered a Net Profit of Rs 310124- During the year there is no change in the nature of business of the Company
There is no observation of the Statutory Auditors which requires any comments from the Board of Directors of the Company
DIVIDEND
The Board of Directors of your Company has decided that no dividend is being recommended for this year
RESERVE
The Company has transferred Rs 62025 to the Special Reserve of the Company
SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 121941990- During the year under review the Company has not issued shares under Private PlacementPreferential AllotmentRight IssueEmployee Stock Option Scheme nor sweat equity
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 as prescribed in Form No MGT-9 is given in Annexure A
NUMBER OF BOARD MEETINGS
The Board of Directors met Eight (8) times in the year 2016-2017 The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is a no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17
All the related party transactions are entered on arms length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders Accordingly no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 However the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards All Related Party Transactions are presented to the Audit Committee and the Board Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature value and terms and conditions of the transactions
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy Since the Company is not engaged in any manufacturing activity issues relating to conservation of energy and technology absorption are not quite relevant to its functioning
Technology absorption The Company has not imported any technology Hence the particulars with respect to efforts made towards technology absorption and benefits derived etc are not applicable to the Company
Foreign Exchange Earnings and Outgo There was no Foreign Exchange Earnings and outgo during the year under review
SUBSIDIARIES
Your Company does not have any subsidiary subsidiaries within the meaning of the Companies Act 2013
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture While we need to accept a level of risk in achieving our goals sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties minimize potential hazards and maximize opportunities for the good of all our stakeholders including shareholders customers suppliers regulators and employees Risks can be broadly classified as Strategic Operational Financial and LegalRegulatory
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
INTERNAL CONTROL SYSTEMS
The Companys internal control system is commensurate with its size scale and complexities of its operations Ms Veena Gupta carries out Internal Audit on the random basis to detect flaws in the system Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them These reports are reviewed by the Audit Committee of the Board for follow up action The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time
BOARDS REPORT
4| BOARDS REPORT
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 2: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/2.jpg)
ND 32
ANNUAL
REPORT
2016-17
FOCUS INDUSTRIAL RESOURCES LIMITED
GROW WITH US
ContentsCompany Information
Chairmans Message
Directors Profile
Boards Report
Management Discussion and Analysis Report
Corporate Governance Report
Auditors Certificate on Corporate Governance
Independent Auditors Report
Auditors Report
Balance Sheet
Statement of Profit amp Loss
Cash Flow Statement
Notes to Financial Statements
GROW WITH US
1
2
3
4
14
16
24
25
28
29
30
31
32
COMPANY SECRETARYMs Silky Kapoor
AUDITORSSK Singla amp Associates
107Mukand House Commercial ComplexAzadpur Delhi-110033
BANKERS
ANDHRA BANK
BANDHAN BANK
REGISTERED OFFICE amp CORPORATE OFFICE104Mukand House Commercial Complex Azadpur Delhi-110033
Ph 011-47039000 Telefax 011-27676399CIN L15319DL1985PLC021348
wwwfocuslimitedin
BSE LIMITED
CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED
STOCK EXCHANGES
BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTDRDBEETAL HOUSE 3 FLOOR 99 NEAR DADA
HARSHUKH DAS MANDIR NEW DELHI-110 062
E-MAIL beetalrtagmailcom
WEBSITE wwwbeetalfinancialcom
Ph 011-29961281-83
REGISTRAR amp TRANSFER AGENTS
COMPANY INFORMATION | 1
CORPORATE INFORMATION
The global and local macroeconomic environment saw
significant events in FY17 Events such as BREXIT and
President Trumps election created an impact on global
economic activity In India the demonetisation of 1000
and 500 denomination currency notes was a key
initiative by the Government Though this caused
inconvenience and distress to many people the general
public accepted it stoically and even seemed to support
the announcement While it was claimed that
demonetisation had slowed down growth it needs to be
acknowledged that growth had begun to decelerate in the
first two quarters of FY17 The Central Statistical
Organisation (CSO) has put the advance estimate for
real Gross Value Added growth in FY17 at 67 This is
lower than 78 achieved in FY16 The trajectory of
headline CPI inflation remained southbound for most
part of FY17 In April 2016 headline CPI was at 55 and
it moderated to 37 in February 2017 Led by a surge in
the low cost current and savings accounts with the
banking sector on account of demonetization monetary
policy transmission was stronger in the second half of
FY17
Banks dropped their term deposit rates thereby creating
space for a reduction in the marginal cost of funds based
lending rates (MCLR) The large borrowers registered
significant deterioration in their asset quality
Government of India and RBI have taken certain steps to
reduce and resolve the stress levels in the banking system
In the last few years India has taken several steps to
ensure long term economic growth Long term economic
progress is possible only with a strong policy framework
and we have seen numerous positive steps underway to
build the same Recent policy amendments including the
implementation of GST implementation of the
bankruptcy code and the banking sector reforms are
being seen as big drivers of the economy while the
demonetization drive was a bold political move Also
India being a young country with over 600 million
people under the age of 35 years provides us with a great
demographic advantage This huge population powered
with digital connectivity and technological innovation is
proving to be a formidable force in driving the nation
forward
To conclude on behalf of the FIRL I wish to put on record
our sincere appreciation for the valuable services
rendered by the employees and members
We continue to be committed towards creating value for
all our stakeholders and adhering to the highest
standards of corporate governance I wish to thank you
all for your trust and continued support
Regards
Sd-
(Pradeep Kumar Jindal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
DIRECTORS PROFILE | 3
BOARD OF DIRECTORS
Mr Pradeep Kumar Jindal is the Promoter amp Managing Director of FIRL As the Managing Director he heads the organization and provides strategic direction and guidance to all the activities of the organisation and had also practiced as Income Tax Practitioner for over fourteen years Mr Pradeep Kumar Jindal holds a degree of Masters in Business Administration (MBA) and a graduate in Commerce from Agra He joined the Company in 2001 as a Director on the Board He is a member of the Audit Committee constituted by the Company
Ms Mamta Jindal holds a degree of Bachelor in Arts and holds vast experience and expertise in Human Resource Her efficient administrative skill ensures the company stays on the cutting edge of development She is a member of the Stakeholder Relationship Committee She joined the Board on September 30 2015 as a Director
Mr Santanu Kumar Dash holds a degree of Bachelor in Commerce and has over two decades of work experience in the Non-Banking Finance Company and is also working as Income Tax Practitioner over fifteen years He is also the Chairman of the Stakeholder Relationship Committee and Member of the Audit Committee and Nomination amp Remuneration Committee He joined the Board on July 29 2002 as Director
Mr Ram Kishan Singh holds a degree of Bachelor His expertise lies in Marketing Sale operations He is having experience of over 5 years in public relations and Liasoning
Mr Satendrapratap Jaeswal holds a degree of Bachelor in Arts He is the member of Audit Committee and Nomination amp Remuneration Committee He joined the Board on February 10 2016 as Director
Mr Rahul holds a degree of Bachelor in Commerce He is having experience in public relations and Liasoning He is also the Chairman of the Audit Committee and Nomination amp Remuneration Committee and Member of the Stakeholder Relationship Committee He joined the Board on September 30 2015 as Director
Mr Pawan Kumar Poddar holds a degree of Bachelor in Commerce His expertise lies in Finance Operations He is having experience of over 9 years in public relations and Liasoning
MR PRADEEP KUMAR JINDALMANAGING DIRECTOR
MS MAMTA JINDALDIRECTOR
MR SANTANU KUMAR DASHDIRECTOR
MR RAM KISHAN SINGHDIRECTOR
MR SATENDRAPRATAP JAESWALINDEPENDENT DIRECTOR
MR RAHULINDEPENDENT DIRECTOR
MR PAWAN KUMAR PODDARINDEPENDENT DIRECTOR
PARTICULARS
Operating Income
Other Income
Total Income
Less Total Expenses
Profit(loss) before Depreciation amp Taxes
Less Depreciation
Less Current tax
Less Deferred Tax
Profit(Loss) for the year
2016-2017
18484 602
67345
18551947
18103138
1546882
1098073
88925
49760
310124
2015-2016
16500587
529547
17030134
16868157
1459358
1297381
170000
103347
95324
To
The MembersndYour Directors have pleasure in presenting their 32 Annual Report on the
business and operations of the Company and the accounts for the financial styear ended March 31 2017
FINANCIAL RESULTSstThe financial performance of your Company for the year ended 31 March
2017 is summarised below
STATE OF THE COMPANY AFFAIRSCHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Companys profit before tax is Rs 448809- and registered a Net Profit of Rs 310124- During the year there is no change in the nature of business of the Company
There is no observation of the Statutory Auditors which requires any comments from the Board of Directors of the Company
DIVIDEND
The Board of Directors of your Company has decided that no dividend is being recommended for this year
RESERVE
The Company has transferred Rs 62025 to the Special Reserve of the Company
SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 121941990- During the year under review the Company has not issued shares under Private PlacementPreferential AllotmentRight IssueEmployee Stock Option Scheme nor sweat equity
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 as prescribed in Form No MGT-9 is given in Annexure A
NUMBER OF BOARD MEETINGS
The Board of Directors met Eight (8) times in the year 2016-2017 The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is a no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17
All the related party transactions are entered on arms length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders Accordingly no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 However the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards All Related Party Transactions are presented to the Audit Committee and the Board Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature value and terms and conditions of the transactions
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy Since the Company is not engaged in any manufacturing activity issues relating to conservation of energy and technology absorption are not quite relevant to its functioning
Technology absorption The Company has not imported any technology Hence the particulars with respect to efforts made towards technology absorption and benefits derived etc are not applicable to the Company
Foreign Exchange Earnings and Outgo There was no Foreign Exchange Earnings and outgo during the year under review
SUBSIDIARIES
Your Company does not have any subsidiary subsidiaries within the meaning of the Companies Act 2013
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture While we need to accept a level of risk in achieving our goals sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties minimize potential hazards and maximize opportunities for the good of all our stakeholders including shareholders customers suppliers regulators and employees Risks can be broadly classified as Strategic Operational Financial and LegalRegulatory
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
INTERNAL CONTROL SYSTEMS
The Companys internal control system is commensurate with its size scale and complexities of its operations Ms Veena Gupta carries out Internal Audit on the random basis to detect flaws in the system Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them These reports are reviewed by the Audit Committee of the Board for follow up action The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time
BOARDS REPORT
4| BOARDS REPORT
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 3: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/3.jpg)
ContentsCompany Information
Chairmans Message
Directors Profile
Boards Report
Management Discussion and Analysis Report
Corporate Governance Report
Auditors Certificate on Corporate Governance
Independent Auditors Report
Auditors Report
Balance Sheet
Statement of Profit amp Loss
Cash Flow Statement
Notes to Financial Statements
GROW WITH US
1
2
3
4
14
16
24
25
28
29
30
31
32
COMPANY SECRETARYMs Silky Kapoor
AUDITORSSK Singla amp Associates
107Mukand House Commercial ComplexAzadpur Delhi-110033
BANKERS
ANDHRA BANK
BANDHAN BANK
REGISTERED OFFICE amp CORPORATE OFFICE104Mukand House Commercial Complex Azadpur Delhi-110033
Ph 011-47039000 Telefax 011-27676399CIN L15319DL1985PLC021348
wwwfocuslimitedin
BSE LIMITED
CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED
STOCK EXCHANGES
BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTDRDBEETAL HOUSE 3 FLOOR 99 NEAR DADA
HARSHUKH DAS MANDIR NEW DELHI-110 062
E-MAIL beetalrtagmailcom
WEBSITE wwwbeetalfinancialcom
Ph 011-29961281-83
REGISTRAR amp TRANSFER AGENTS
COMPANY INFORMATION | 1
CORPORATE INFORMATION
The global and local macroeconomic environment saw
significant events in FY17 Events such as BREXIT and
President Trumps election created an impact on global
economic activity In India the demonetisation of 1000
and 500 denomination currency notes was a key
initiative by the Government Though this caused
inconvenience and distress to many people the general
public accepted it stoically and even seemed to support
the announcement While it was claimed that
demonetisation had slowed down growth it needs to be
acknowledged that growth had begun to decelerate in the
first two quarters of FY17 The Central Statistical
Organisation (CSO) has put the advance estimate for
real Gross Value Added growth in FY17 at 67 This is
lower than 78 achieved in FY16 The trajectory of
headline CPI inflation remained southbound for most
part of FY17 In April 2016 headline CPI was at 55 and
it moderated to 37 in February 2017 Led by a surge in
the low cost current and savings accounts with the
banking sector on account of demonetization monetary
policy transmission was stronger in the second half of
FY17
Banks dropped their term deposit rates thereby creating
space for a reduction in the marginal cost of funds based
lending rates (MCLR) The large borrowers registered
significant deterioration in their asset quality
Government of India and RBI have taken certain steps to
reduce and resolve the stress levels in the banking system
In the last few years India has taken several steps to
ensure long term economic growth Long term economic
progress is possible only with a strong policy framework
and we have seen numerous positive steps underway to
build the same Recent policy amendments including the
implementation of GST implementation of the
bankruptcy code and the banking sector reforms are
being seen as big drivers of the economy while the
demonetization drive was a bold political move Also
India being a young country with over 600 million
people under the age of 35 years provides us with a great
demographic advantage This huge population powered
with digital connectivity and technological innovation is
proving to be a formidable force in driving the nation
forward
To conclude on behalf of the FIRL I wish to put on record
our sincere appreciation for the valuable services
rendered by the employees and members
We continue to be committed towards creating value for
all our stakeholders and adhering to the highest
standards of corporate governance I wish to thank you
all for your trust and continued support
Regards
Sd-
(Pradeep Kumar Jindal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
DIRECTORS PROFILE | 3
BOARD OF DIRECTORS
Mr Pradeep Kumar Jindal is the Promoter amp Managing Director of FIRL As the Managing Director he heads the organization and provides strategic direction and guidance to all the activities of the organisation and had also practiced as Income Tax Practitioner for over fourteen years Mr Pradeep Kumar Jindal holds a degree of Masters in Business Administration (MBA) and a graduate in Commerce from Agra He joined the Company in 2001 as a Director on the Board He is a member of the Audit Committee constituted by the Company
Ms Mamta Jindal holds a degree of Bachelor in Arts and holds vast experience and expertise in Human Resource Her efficient administrative skill ensures the company stays on the cutting edge of development She is a member of the Stakeholder Relationship Committee She joined the Board on September 30 2015 as a Director
Mr Santanu Kumar Dash holds a degree of Bachelor in Commerce and has over two decades of work experience in the Non-Banking Finance Company and is also working as Income Tax Practitioner over fifteen years He is also the Chairman of the Stakeholder Relationship Committee and Member of the Audit Committee and Nomination amp Remuneration Committee He joined the Board on July 29 2002 as Director
Mr Ram Kishan Singh holds a degree of Bachelor His expertise lies in Marketing Sale operations He is having experience of over 5 years in public relations and Liasoning
Mr Satendrapratap Jaeswal holds a degree of Bachelor in Arts He is the member of Audit Committee and Nomination amp Remuneration Committee He joined the Board on February 10 2016 as Director
Mr Rahul holds a degree of Bachelor in Commerce He is having experience in public relations and Liasoning He is also the Chairman of the Audit Committee and Nomination amp Remuneration Committee and Member of the Stakeholder Relationship Committee He joined the Board on September 30 2015 as Director
Mr Pawan Kumar Poddar holds a degree of Bachelor in Commerce His expertise lies in Finance Operations He is having experience of over 9 years in public relations and Liasoning
MR PRADEEP KUMAR JINDALMANAGING DIRECTOR
MS MAMTA JINDALDIRECTOR
MR SANTANU KUMAR DASHDIRECTOR
MR RAM KISHAN SINGHDIRECTOR
MR SATENDRAPRATAP JAESWALINDEPENDENT DIRECTOR
MR RAHULINDEPENDENT DIRECTOR
MR PAWAN KUMAR PODDARINDEPENDENT DIRECTOR
PARTICULARS
Operating Income
Other Income
Total Income
Less Total Expenses
Profit(loss) before Depreciation amp Taxes
Less Depreciation
Less Current tax
Less Deferred Tax
Profit(Loss) for the year
2016-2017
18484 602
67345
18551947
18103138
1546882
1098073
88925
49760
310124
2015-2016
16500587
529547
17030134
16868157
1459358
1297381
170000
103347
95324
To
The MembersndYour Directors have pleasure in presenting their 32 Annual Report on the
business and operations of the Company and the accounts for the financial styear ended March 31 2017
FINANCIAL RESULTSstThe financial performance of your Company for the year ended 31 March
2017 is summarised below
STATE OF THE COMPANY AFFAIRSCHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Companys profit before tax is Rs 448809- and registered a Net Profit of Rs 310124- During the year there is no change in the nature of business of the Company
There is no observation of the Statutory Auditors which requires any comments from the Board of Directors of the Company
DIVIDEND
The Board of Directors of your Company has decided that no dividend is being recommended for this year
RESERVE
The Company has transferred Rs 62025 to the Special Reserve of the Company
SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 121941990- During the year under review the Company has not issued shares under Private PlacementPreferential AllotmentRight IssueEmployee Stock Option Scheme nor sweat equity
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 as prescribed in Form No MGT-9 is given in Annexure A
NUMBER OF BOARD MEETINGS
The Board of Directors met Eight (8) times in the year 2016-2017 The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is a no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17
All the related party transactions are entered on arms length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders Accordingly no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 However the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards All Related Party Transactions are presented to the Audit Committee and the Board Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature value and terms and conditions of the transactions
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy Since the Company is not engaged in any manufacturing activity issues relating to conservation of energy and technology absorption are not quite relevant to its functioning
Technology absorption The Company has not imported any technology Hence the particulars with respect to efforts made towards technology absorption and benefits derived etc are not applicable to the Company
Foreign Exchange Earnings and Outgo There was no Foreign Exchange Earnings and outgo during the year under review
SUBSIDIARIES
Your Company does not have any subsidiary subsidiaries within the meaning of the Companies Act 2013
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture While we need to accept a level of risk in achieving our goals sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties minimize potential hazards and maximize opportunities for the good of all our stakeholders including shareholders customers suppliers regulators and employees Risks can be broadly classified as Strategic Operational Financial and LegalRegulatory
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
INTERNAL CONTROL SYSTEMS
The Companys internal control system is commensurate with its size scale and complexities of its operations Ms Veena Gupta carries out Internal Audit on the random basis to detect flaws in the system Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them These reports are reviewed by the Audit Committee of the Board for follow up action The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time
BOARDS REPORT
4| BOARDS REPORT
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 4: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/4.jpg)
COMPANY SECRETARYMs Silky Kapoor
AUDITORSSK Singla amp Associates
107Mukand House Commercial ComplexAzadpur Delhi-110033
BANKERS
ANDHRA BANK
BANDHAN BANK
REGISTERED OFFICE amp CORPORATE OFFICE104Mukand House Commercial Complex Azadpur Delhi-110033
Ph 011-47039000 Telefax 011-27676399CIN L15319DL1985PLC021348
wwwfocuslimitedin
BSE LIMITED
CALCUTTA STOCK EXCHANGE ASSOCIATION LIMITED
STOCK EXCHANGES
BEETAL FINANCIAL amp COMPUTER SERVICES (P) LTDRDBEETAL HOUSE 3 FLOOR 99 NEAR DADA
HARSHUKH DAS MANDIR NEW DELHI-110 062
E-MAIL beetalrtagmailcom
WEBSITE wwwbeetalfinancialcom
Ph 011-29961281-83
REGISTRAR amp TRANSFER AGENTS
COMPANY INFORMATION | 1
CORPORATE INFORMATION
The global and local macroeconomic environment saw
significant events in FY17 Events such as BREXIT and
President Trumps election created an impact on global
economic activity In India the demonetisation of 1000
and 500 denomination currency notes was a key
initiative by the Government Though this caused
inconvenience and distress to many people the general
public accepted it stoically and even seemed to support
the announcement While it was claimed that
demonetisation had slowed down growth it needs to be
acknowledged that growth had begun to decelerate in the
first two quarters of FY17 The Central Statistical
Organisation (CSO) has put the advance estimate for
real Gross Value Added growth in FY17 at 67 This is
lower than 78 achieved in FY16 The trajectory of
headline CPI inflation remained southbound for most
part of FY17 In April 2016 headline CPI was at 55 and
it moderated to 37 in February 2017 Led by a surge in
the low cost current and savings accounts with the
banking sector on account of demonetization monetary
policy transmission was stronger in the second half of
FY17
Banks dropped their term deposit rates thereby creating
space for a reduction in the marginal cost of funds based
lending rates (MCLR) The large borrowers registered
significant deterioration in their asset quality
Government of India and RBI have taken certain steps to
reduce and resolve the stress levels in the banking system
In the last few years India has taken several steps to
ensure long term economic growth Long term economic
progress is possible only with a strong policy framework
and we have seen numerous positive steps underway to
build the same Recent policy amendments including the
implementation of GST implementation of the
bankruptcy code and the banking sector reforms are
being seen as big drivers of the economy while the
demonetization drive was a bold political move Also
India being a young country with over 600 million
people under the age of 35 years provides us with a great
demographic advantage This huge population powered
with digital connectivity and technological innovation is
proving to be a formidable force in driving the nation
forward
To conclude on behalf of the FIRL I wish to put on record
our sincere appreciation for the valuable services
rendered by the employees and members
We continue to be committed towards creating value for
all our stakeholders and adhering to the highest
standards of corporate governance I wish to thank you
all for your trust and continued support
Regards
Sd-
(Pradeep Kumar Jindal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
DIRECTORS PROFILE | 3
BOARD OF DIRECTORS
Mr Pradeep Kumar Jindal is the Promoter amp Managing Director of FIRL As the Managing Director he heads the organization and provides strategic direction and guidance to all the activities of the organisation and had also practiced as Income Tax Practitioner for over fourteen years Mr Pradeep Kumar Jindal holds a degree of Masters in Business Administration (MBA) and a graduate in Commerce from Agra He joined the Company in 2001 as a Director on the Board He is a member of the Audit Committee constituted by the Company
Ms Mamta Jindal holds a degree of Bachelor in Arts and holds vast experience and expertise in Human Resource Her efficient administrative skill ensures the company stays on the cutting edge of development She is a member of the Stakeholder Relationship Committee She joined the Board on September 30 2015 as a Director
Mr Santanu Kumar Dash holds a degree of Bachelor in Commerce and has over two decades of work experience in the Non-Banking Finance Company and is also working as Income Tax Practitioner over fifteen years He is also the Chairman of the Stakeholder Relationship Committee and Member of the Audit Committee and Nomination amp Remuneration Committee He joined the Board on July 29 2002 as Director
Mr Ram Kishan Singh holds a degree of Bachelor His expertise lies in Marketing Sale operations He is having experience of over 5 years in public relations and Liasoning
Mr Satendrapratap Jaeswal holds a degree of Bachelor in Arts He is the member of Audit Committee and Nomination amp Remuneration Committee He joined the Board on February 10 2016 as Director
Mr Rahul holds a degree of Bachelor in Commerce He is having experience in public relations and Liasoning He is also the Chairman of the Audit Committee and Nomination amp Remuneration Committee and Member of the Stakeholder Relationship Committee He joined the Board on September 30 2015 as Director
Mr Pawan Kumar Poddar holds a degree of Bachelor in Commerce His expertise lies in Finance Operations He is having experience of over 9 years in public relations and Liasoning
MR PRADEEP KUMAR JINDALMANAGING DIRECTOR
MS MAMTA JINDALDIRECTOR
MR SANTANU KUMAR DASHDIRECTOR
MR RAM KISHAN SINGHDIRECTOR
MR SATENDRAPRATAP JAESWALINDEPENDENT DIRECTOR
MR RAHULINDEPENDENT DIRECTOR
MR PAWAN KUMAR PODDARINDEPENDENT DIRECTOR
PARTICULARS
Operating Income
Other Income
Total Income
Less Total Expenses
Profit(loss) before Depreciation amp Taxes
Less Depreciation
Less Current tax
Less Deferred Tax
Profit(Loss) for the year
2016-2017
18484 602
67345
18551947
18103138
1546882
1098073
88925
49760
310124
2015-2016
16500587
529547
17030134
16868157
1459358
1297381
170000
103347
95324
To
The MembersndYour Directors have pleasure in presenting their 32 Annual Report on the
business and operations of the Company and the accounts for the financial styear ended March 31 2017
FINANCIAL RESULTSstThe financial performance of your Company for the year ended 31 March
2017 is summarised below
STATE OF THE COMPANY AFFAIRSCHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Companys profit before tax is Rs 448809- and registered a Net Profit of Rs 310124- During the year there is no change in the nature of business of the Company
There is no observation of the Statutory Auditors which requires any comments from the Board of Directors of the Company
DIVIDEND
The Board of Directors of your Company has decided that no dividend is being recommended for this year
RESERVE
The Company has transferred Rs 62025 to the Special Reserve of the Company
SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 121941990- During the year under review the Company has not issued shares under Private PlacementPreferential AllotmentRight IssueEmployee Stock Option Scheme nor sweat equity
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 as prescribed in Form No MGT-9 is given in Annexure A
NUMBER OF BOARD MEETINGS
The Board of Directors met Eight (8) times in the year 2016-2017 The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is a no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17
All the related party transactions are entered on arms length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders Accordingly no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 However the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards All Related Party Transactions are presented to the Audit Committee and the Board Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature value and terms and conditions of the transactions
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy Since the Company is not engaged in any manufacturing activity issues relating to conservation of energy and technology absorption are not quite relevant to its functioning
Technology absorption The Company has not imported any technology Hence the particulars with respect to efforts made towards technology absorption and benefits derived etc are not applicable to the Company
Foreign Exchange Earnings and Outgo There was no Foreign Exchange Earnings and outgo during the year under review
SUBSIDIARIES
Your Company does not have any subsidiary subsidiaries within the meaning of the Companies Act 2013
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture While we need to accept a level of risk in achieving our goals sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties minimize potential hazards and maximize opportunities for the good of all our stakeholders including shareholders customers suppliers regulators and employees Risks can be broadly classified as Strategic Operational Financial and LegalRegulatory
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
INTERNAL CONTROL SYSTEMS
The Companys internal control system is commensurate with its size scale and complexities of its operations Ms Veena Gupta carries out Internal Audit on the random basis to detect flaws in the system Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them These reports are reviewed by the Audit Committee of the Board for follow up action The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time
BOARDS REPORT
4| BOARDS REPORT
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 5: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/5.jpg)
The global and local macroeconomic environment saw
significant events in FY17 Events such as BREXIT and
President Trumps election created an impact on global
economic activity In India the demonetisation of 1000
and 500 denomination currency notes was a key
initiative by the Government Though this caused
inconvenience and distress to many people the general
public accepted it stoically and even seemed to support
the announcement While it was claimed that
demonetisation had slowed down growth it needs to be
acknowledged that growth had begun to decelerate in the
first two quarters of FY17 The Central Statistical
Organisation (CSO) has put the advance estimate for
real Gross Value Added growth in FY17 at 67 This is
lower than 78 achieved in FY16 The trajectory of
headline CPI inflation remained southbound for most
part of FY17 In April 2016 headline CPI was at 55 and
it moderated to 37 in February 2017 Led by a surge in
the low cost current and savings accounts with the
banking sector on account of demonetization monetary
policy transmission was stronger in the second half of
FY17
Banks dropped their term deposit rates thereby creating
space for a reduction in the marginal cost of funds based
lending rates (MCLR) The large borrowers registered
significant deterioration in their asset quality
Government of India and RBI have taken certain steps to
reduce and resolve the stress levels in the banking system
In the last few years India has taken several steps to
ensure long term economic growth Long term economic
progress is possible only with a strong policy framework
and we have seen numerous positive steps underway to
build the same Recent policy amendments including the
implementation of GST implementation of the
bankruptcy code and the banking sector reforms are
being seen as big drivers of the economy while the
demonetization drive was a bold political move Also
India being a young country with over 600 million
people under the age of 35 years provides us with a great
demographic advantage This huge population powered
with digital connectivity and technological innovation is
proving to be a formidable force in driving the nation
forward
To conclude on behalf of the FIRL I wish to put on record
our sincere appreciation for the valuable services
rendered by the employees and members
We continue to be committed towards creating value for
all our stakeholders and adhering to the highest
standards of corporate governance I wish to thank you
all for your trust and continued support
Regards
Sd-
(Pradeep Kumar Jindal)
Chairman amp Managing Director
2 | CHAIRMANS MESSAGE
DIRECTORS PROFILE | 3
BOARD OF DIRECTORS
Mr Pradeep Kumar Jindal is the Promoter amp Managing Director of FIRL As the Managing Director he heads the organization and provides strategic direction and guidance to all the activities of the organisation and had also practiced as Income Tax Practitioner for over fourteen years Mr Pradeep Kumar Jindal holds a degree of Masters in Business Administration (MBA) and a graduate in Commerce from Agra He joined the Company in 2001 as a Director on the Board He is a member of the Audit Committee constituted by the Company
Ms Mamta Jindal holds a degree of Bachelor in Arts and holds vast experience and expertise in Human Resource Her efficient administrative skill ensures the company stays on the cutting edge of development She is a member of the Stakeholder Relationship Committee She joined the Board on September 30 2015 as a Director
Mr Santanu Kumar Dash holds a degree of Bachelor in Commerce and has over two decades of work experience in the Non-Banking Finance Company and is also working as Income Tax Practitioner over fifteen years He is also the Chairman of the Stakeholder Relationship Committee and Member of the Audit Committee and Nomination amp Remuneration Committee He joined the Board on July 29 2002 as Director
Mr Ram Kishan Singh holds a degree of Bachelor His expertise lies in Marketing Sale operations He is having experience of over 5 years in public relations and Liasoning
Mr Satendrapratap Jaeswal holds a degree of Bachelor in Arts He is the member of Audit Committee and Nomination amp Remuneration Committee He joined the Board on February 10 2016 as Director
Mr Rahul holds a degree of Bachelor in Commerce He is having experience in public relations and Liasoning He is also the Chairman of the Audit Committee and Nomination amp Remuneration Committee and Member of the Stakeholder Relationship Committee He joined the Board on September 30 2015 as Director
Mr Pawan Kumar Poddar holds a degree of Bachelor in Commerce His expertise lies in Finance Operations He is having experience of over 9 years in public relations and Liasoning
MR PRADEEP KUMAR JINDALMANAGING DIRECTOR
MS MAMTA JINDALDIRECTOR
MR SANTANU KUMAR DASHDIRECTOR
MR RAM KISHAN SINGHDIRECTOR
MR SATENDRAPRATAP JAESWALINDEPENDENT DIRECTOR
MR RAHULINDEPENDENT DIRECTOR
MR PAWAN KUMAR PODDARINDEPENDENT DIRECTOR
PARTICULARS
Operating Income
Other Income
Total Income
Less Total Expenses
Profit(loss) before Depreciation amp Taxes
Less Depreciation
Less Current tax
Less Deferred Tax
Profit(Loss) for the year
2016-2017
18484 602
67345
18551947
18103138
1546882
1098073
88925
49760
310124
2015-2016
16500587
529547
17030134
16868157
1459358
1297381
170000
103347
95324
To
The MembersndYour Directors have pleasure in presenting their 32 Annual Report on the
business and operations of the Company and the accounts for the financial styear ended March 31 2017
FINANCIAL RESULTSstThe financial performance of your Company for the year ended 31 March
2017 is summarised below
STATE OF THE COMPANY AFFAIRSCHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Companys profit before tax is Rs 448809- and registered a Net Profit of Rs 310124- During the year there is no change in the nature of business of the Company
There is no observation of the Statutory Auditors which requires any comments from the Board of Directors of the Company
DIVIDEND
The Board of Directors of your Company has decided that no dividend is being recommended for this year
RESERVE
The Company has transferred Rs 62025 to the Special Reserve of the Company
SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 121941990- During the year under review the Company has not issued shares under Private PlacementPreferential AllotmentRight IssueEmployee Stock Option Scheme nor sweat equity
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 as prescribed in Form No MGT-9 is given in Annexure A
NUMBER OF BOARD MEETINGS
The Board of Directors met Eight (8) times in the year 2016-2017 The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is a no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17
All the related party transactions are entered on arms length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders Accordingly no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 However the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards All Related Party Transactions are presented to the Audit Committee and the Board Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature value and terms and conditions of the transactions
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy Since the Company is not engaged in any manufacturing activity issues relating to conservation of energy and technology absorption are not quite relevant to its functioning
Technology absorption The Company has not imported any technology Hence the particulars with respect to efforts made towards technology absorption and benefits derived etc are not applicable to the Company
Foreign Exchange Earnings and Outgo There was no Foreign Exchange Earnings and outgo during the year under review
SUBSIDIARIES
Your Company does not have any subsidiary subsidiaries within the meaning of the Companies Act 2013
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture While we need to accept a level of risk in achieving our goals sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties minimize potential hazards and maximize opportunities for the good of all our stakeholders including shareholders customers suppliers regulators and employees Risks can be broadly classified as Strategic Operational Financial and LegalRegulatory
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
INTERNAL CONTROL SYSTEMS
The Companys internal control system is commensurate with its size scale and complexities of its operations Ms Veena Gupta carries out Internal Audit on the random basis to detect flaws in the system Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them These reports are reviewed by the Audit Committee of the Board for follow up action The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time
BOARDS REPORT
4| BOARDS REPORT
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
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![Page 6: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/6.jpg)
DIRECTORS PROFILE | 3
BOARD OF DIRECTORS
Mr Pradeep Kumar Jindal is the Promoter amp Managing Director of FIRL As the Managing Director he heads the organization and provides strategic direction and guidance to all the activities of the organisation and had also practiced as Income Tax Practitioner for over fourteen years Mr Pradeep Kumar Jindal holds a degree of Masters in Business Administration (MBA) and a graduate in Commerce from Agra He joined the Company in 2001 as a Director on the Board He is a member of the Audit Committee constituted by the Company
Ms Mamta Jindal holds a degree of Bachelor in Arts and holds vast experience and expertise in Human Resource Her efficient administrative skill ensures the company stays on the cutting edge of development She is a member of the Stakeholder Relationship Committee She joined the Board on September 30 2015 as a Director
Mr Santanu Kumar Dash holds a degree of Bachelor in Commerce and has over two decades of work experience in the Non-Banking Finance Company and is also working as Income Tax Practitioner over fifteen years He is also the Chairman of the Stakeholder Relationship Committee and Member of the Audit Committee and Nomination amp Remuneration Committee He joined the Board on July 29 2002 as Director
Mr Ram Kishan Singh holds a degree of Bachelor His expertise lies in Marketing Sale operations He is having experience of over 5 years in public relations and Liasoning
Mr Satendrapratap Jaeswal holds a degree of Bachelor in Arts He is the member of Audit Committee and Nomination amp Remuneration Committee He joined the Board on February 10 2016 as Director
Mr Rahul holds a degree of Bachelor in Commerce He is having experience in public relations and Liasoning He is also the Chairman of the Audit Committee and Nomination amp Remuneration Committee and Member of the Stakeholder Relationship Committee He joined the Board on September 30 2015 as Director
Mr Pawan Kumar Poddar holds a degree of Bachelor in Commerce His expertise lies in Finance Operations He is having experience of over 9 years in public relations and Liasoning
MR PRADEEP KUMAR JINDALMANAGING DIRECTOR
MS MAMTA JINDALDIRECTOR
MR SANTANU KUMAR DASHDIRECTOR
MR RAM KISHAN SINGHDIRECTOR
MR SATENDRAPRATAP JAESWALINDEPENDENT DIRECTOR
MR RAHULINDEPENDENT DIRECTOR
MR PAWAN KUMAR PODDARINDEPENDENT DIRECTOR
PARTICULARS
Operating Income
Other Income
Total Income
Less Total Expenses
Profit(loss) before Depreciation amp Taxes
Less Depreciation
Less Current tax
Less Deferred Tax
Profit(Loss) for the year
2016-2017
18484 602
67345
18551947
18103138
1546882
1098073
88925
49760
310124
2015-2016
16500587
529547
17030134
16868157
1459358
1297381
170000
103347
95324
To
The MembersndYour Directors have pleasure in presenting their 32 Annual Report on the
business and operations of the Company and the accounts for the financial styear ended March 31 2017
FINANCIAL RESULTSstThe financial performance of your Company for the year ended 31 March
2017 is summarised below
STATE OF THE COMPANY AFFAIRSCHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Companys profit before tax is Rs 448809- and registered a Net Profit of Rs 310124- During the year there is no change in the nature of business of the Company
There is no observation of the Statutory Auditors which requires any comments from the Board of Directors of the Company
DIVIDEND
The Board of Directors of your Company has decided that no dividend is being recommended for this year
RESERVE
The Company has transferred Rs 62025 to the Special Reserve of the Company
SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 121941990- During the year under review the Company has not issued shares under Private PlacementPreferential AllotmentRight IssueEmployee Stock Option Scheme nor sweat equity
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 as prescribed in Form No MGT-9 is given in Annexure A
NUMBER OF BOARD MEETINGS
The Board of Directors met Eight (8) times in the year 2016-2017 The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is a no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17
All the related party transactions are entered on arms length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders Accordingly no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 However the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards All Related Party Transactions are presented to the Audit Committee and the Board Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature value and terms and conditions of the transactions
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy Since the Company is not engaged in any manufacturing activity issues relating to conservation of energy and technology absorption are not quite relevant to its functioning
Technology absorption The Company has not imported any technology Hence the particulars with respect to efforts made towards technology absorption and benefits derived etc are not applicable to the Company
Foreign Exchange Earnings and Outgo There was no Foreign Exchange Earnings and outgo during the year under review
SUBSIDIARIES
Your Company does not have any subsidiary subsidiaries within the meaning of the Companies Act 2013
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture While we need to accept a level of risk in achieving our goals sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties minimize potential hazards and maximize opportunities for the good of all our stakeholders including shareholders customers suppliers regulators and employees Risks can be broadly classified as Strategic Operational Financial and LegalRegulatory
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
INTERNAL CONTROL SYSTEMS
The Companys internal control system is commensurate with its size scale and complexities of its operations Ms Veena Gupta carries out Internal Audit on the random basis to detect flaws in the system Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them These reports are reviewed by the Audit Committee of the Board for follow up action The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time
BOARDS REPORT
4| BOARDS REPORT
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 7: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/7.jpg)
PARTICULARS
Operating Income
Other Income
Total Income
Less Total Expenses
Profit(loss) before Depreciation amp Taxes
Less Depreciation
Less Current tax
Less Deferred Tax
Profit(Loss) for the year
2016-2017
18484 602
67345
18551947
18103138
1546882
1098073
88925
49760
310124
2015-2016
16500587
529547
17030134
16868157
1459358
1297381
170000
103347
95324
To
The MembersndYour Directors have pleasure in presenting their 32 Annual Report on the
business and operations of the Company and the accounts for the financial styear ended March 31 2017
FINANCIAL RESULTSstThe financial performance of your Company for the year ended 31 March
2017 is summarised below
STATE OF THE COMPANY AFFAIRSCHANGES IN THE NATURE OF BUSINESS IF ANY
During the year under review your Companys profit before tax is Rs 448809- and registered a Net Profit of Rs 310124- During the year there is no change in the nature of business of the Company
There is no observation of the Statutory Auditors which requires any comments from the Board of Directors of the Company
DIVIDEND
The Board of Directors of your Company has decided that no dividend is being recommended for this year
RESERVE
The Company has transferred Rs 62025 to the Special Reserve of the Company
SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2017 was Rs 121941990- During the year under review the Company has not issued shares under Private PlacementPreferential AllotmentRight IssueEmployee Stock Option Scheme nor sweat equity
EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3)(a) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 as prescribed in Form No MGT-9 is given in Annexure A
NUMBER OF BOARD MEETINGS
The Board of Directors met Eight (8) times in the year 2016-2017 The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is a no particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2016-17
All the related party transactions are entered on arms length basis in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters Directors or Key Managerial Personnel etc which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders Accordingly no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 However the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards All Related Party Transactions are presented to the Audit Committee and the Board Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature value and terms and conditions of the transactions
EXPLANATION OF AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy Since the Company is not engaged in any manufacturing activity issues relating to conservation of energy and technology absorption are not quite relevant to its functioning
Technology absorption The Company has not imported any technology Hence the particulars with respect to efforts made towards technology absorption and benefits derived etc are not applicable to the Company
Foreign Exchange Earnings and Outgo There was no Foreign Exchange Earnings and outgo during the year under review
SUBSIDIARIES
Your Company does not have any subsidiary subsidiaries within the meaning of the Companies Act 2013
RISK MANAGEMENT POLICY
Effective risk management is essential to success and is an integral part of our culture While we need to accept a level of risk in achieving our goals sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively to the changing environment
Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties minimize potential hazards and maximize opportunities for the good of all our stakeholders including shareholders customers suppliers regulators and employees Risks can be broadly classified as Strategic Operational Financial and LegalRegulatory
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015 Company has adopted risk management policy approved by Board of Directors and established a risk management framework to identify mitigate and control the risk and threatens of risk
INTERNAL CONTROL SYSTEMS
The Companys internal control system is commensurate with its size scale and complexities of its operations Ms Veena Gupta carries out Internal Audit on the random basis to detect flaws in the system Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them These reports are reviewed by the Audit Committee of the Board for follow up action The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them from time to time
BOARDS REPORT
4| BOARDS REPORT
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 8: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/8.jpg)
is attached as Annexure B The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Boards Report
BOARDS OBSERVATIONS TO SECRETARIAL AUDIT REPORT
The Secretarial Auditors (Auditors) have submitted their report in form No MR 3 and qualified their opinionobservations in respect of the secretarial Audit conducted for the financial year 2016-17 as under and the Boards responses are given against each qualification observation as follows
Boards Response The Board has taken on record all the observation of Auditor and tried to comply with the same The Company is diligent in its compliances and will also take due care of all the compliances in the near future
INTERNAL FINANCIAL CONTROL
Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions These are reviewed periodically at all levels The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company
BOARD COMMITTEES
In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place
bull Audit Committee
bull Nomination and Remuneration Committee
bull Stakeholders Relationship Committee
Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the ldquoReport on Corporate Governancerdquo as a part of this Annual Report
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
The Board is committed to transparency in determining its performance committees and in assessing the performance of members During the year the Board with the assistance of Nomination and Remuneration Committee has completed the evaluation exercise which includes the evaluation of the Board as a whole committees and Directors as per the internally designed evaluation process approved by the Board
The evaluation tested key areas of the boards work including strategy business performance risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind The evaluation considers the balance of skills experience independence and knowledge of the Company and the Board its overall diversity and analysis of the Board and its Directors functioning
The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place
VIGIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide avenues to the Directors and employees to bring to the attention of the management the concerns about behaviour of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy The said policy has been uploaded on the website of the Company
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) The Company has also implemented several best Corporate Governance practices The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance
REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination amp Remuneration Committee framed a policy which lays down a framework concerning remuneration of Directors Key Managerial Personnel and
DIRECTORS amp KEY MANAGERIAL PERSONNEL
RE-APPOINTMENT OF MR PRADEEP KUMAR JINDAL AS CHAIRMAN amp MANAGING DIRECTOR
Mr Pradeep Kumar Jindal (DIN 00049715) Chairman amp Managing Director of the Company was re-appointed for a termperiod of five years with effect from December 29 2016 and remuneration terms as approved by the Board
RETIREMENT BY ROTATION
In accordance with the Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act 2013 Mr Santanu Kumar Dash (DIN02154069 Director is retiring by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment The Board recommends his re-appointment
APPOINTMENT OF INDEPENDENT DIRECTOR
During the year under review Mr Pawan Kumar Poddar (DIN 02152971) was appointed as Additional Non Executive Independent Director of the Company who shall hold office upto the date of ensuing Annual General Meeting of the Company The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
APPOINTMENT OF MR RAM KISHAN SINGH AS A DIRECTOR
During the year under review Mr Ram Kishan Singh was appointed as an Additional Director of the Company pursuant to the provision of Section 161(1) of the Companies Act 2013 effective from 30th May 2017 and he shall hold office upto the date of ensuing Annual General Meeting and is eligible for appointment as a Director The Company has received notices in writing under Section 160 of the Companies Act 2013 from members proposing appointment as Directors The Board recommends his appointment
Based on the confirmations received none of the Directors are disqualified for appointment under Section 164(2) of Companies Act 2013
The information on the particulars of Director eligible for appointment in terms of Regulation 33 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 has been provided in the notes to the notice convening the Annual General Meeting
KEY MANAGERIAL PERSONNEL (KMP)
Mr Pradeep Kumar Jindal Managing and Executive Director Mr Punit Seth Chief Financial Officer and Ms Silky Kapoor Company Secretary are the KMPs of the Company
During the period under review there was no change in KMPs
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators Courts which would impact the going concern status of the Company and its future operations
PUBLIC DEPOSIT
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an undertaking is given to the Reserve Bank of India
DECLARATION ON INDEPENDENT DIRECTORS
The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act 2013 making them eligible to act as Independent Directors
SECRETARIAL AUDITOR AND THEIR REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr Prashanth Kumar Gupta Company Secretary in Practice of Ms KPG amp Associates Practicing Company Secretaries The Secretarial Auditors Report
BOARDS REPORT | 5
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
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![Page 9: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/9.jpg)
Senior Management of the Company The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration The Remuneration Policy is stated in the Corporate Governance Report
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
(A) The ratio of the remuneration of each director to the median employees remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part of this report and is annexed as ldquoAnnexure - Crdquo to this Report
(B) The statement containing particulars of employees as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report In terms of Section 136 of the Companies Act 2013 the same is open for inspection at the Registered Office of the Company Copies of this statement may be obtained by the members by writing to the Company Secretary
There are no employees employed throughout the financial year and in receipt of remuneration of Rs 60 lacs or more or employed for part of the year and in receipt of Rs 5 lacs or more a month to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
AUDITORS
Ms SK Singla amp Associates Chartered Accountants (Firm Registration No 005903N) have expressed their inability to continue as auditors of the Company In terms of the provisions of Section 139 of the Companies Act 2013 Ms Vishnu Aggarwal Associates Chartered Accountants (Firm Registration Number 007231C) are appointed as Auditors of the Company in place of Ms S K Singla amp Associates Chartered Accountants (Firm
ndRegistration No 005903N) from the conclusion of this 32 Annual General thMeeting until the conclusion of the 37 Annual General Meeting subject to
ratification by shareholders at each Annual General Meeting The Board has recommended the appointment of Ms Vishnu Aggarwal Associates Chartered Accountants subject to the approval by the shareholders at the forthcoming annual general meeting
The Company has received a letter from Ms Vishnu Aggarwal Associates Chartered Accountants confirming their eligibility under section 141 of the Companies Act 2013
AUDITORS REPORT
There are no qualifications reservations or adverse remarks made by Ms SK Singla amp Associates Chartered Accountants Statutory Auditors in their report for the Financial Year ended March 31 2017 The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ldquoListing Regulationsrdquo) and Circular Notifications Directions issued by Reserve Bank of India from time to time the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such no amount was outstanding as at the Balance Sheet date
LISTINGS
The equity shares of the Company are listed on BSE Ltd and The Calcutta Stock Exchange Limited
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
a) in the preparation of the annual accounts the applicable accounting standards have been followed with no material departures
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities
d) they have prepared the annual accounts on a going concern basis
e) they have laid down internal financial controls in the Company that are adequate and are operating effectively and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively
RBI GUIDELINES
As a Systemically Important Non-Deposit taking Non-Banking Finance Company your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same
POLICIES OF THE COMPANY
Your Company has posted the following documents on its website wwwfocuslimitedin
1 Code of Conduct
2 Whistle Blower Policy Vigil Mechanism Policy
3 Fair Practice Code as per RBI Norms
4 Policy for determination of Materiality for disclosure of events or information
5 Policy for preservation of documents
6 Archival Policy for disclosures hosted on the website beyond period of Five years
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions your Company has closed its accounts for the full year ending March 2017 and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report is applicable to top 500 Companies listed on Stock Exchange in India hence it is not applicable to our Company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has only 5 women employees So The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention Prohibition amp Redressal) Act 2013 No employees (permanent contractual temporary trainees) are covered under this policy
ACKNOWLEDGMENTS
Your Company has been able to operate efficiently because of the culture of professionalism creativity integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Companys resources for sustainable and profitable growth
The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee without whose whole-hearted efforts the overall satisfactory performance would not have been possible
Your Directors look forward to the long term future with confidence
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
Sd-
(Ms Mamta Jindal)
Director
DIN 00085096
6 | BOARDS REPORT
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 10: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/10.jpg)
FORM NO MGT 9
EXTRACT OF ANNUAL RETURN
as on financial year ended on 31032017
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company (Management amp Administration) Rules 2014
I REGISTRATION amp OTHER DETAILS
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 or more of the total turnover of the company shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY amp ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as to total Equity)
SL No Name amp Description of main NIC Code of the to total turnoverproductsservices Product service of the company
1 The Company is engaged in the 65 100business of providing different types of loans and Investments
SL No
Name amp Address CINGLN HOLDING OF APPLICABLEof the Company SUBSIDIARY SHARES HELD SECTION
ASSOCIATE
1 NOT APPLICABLE
i CIN L15319DL1985LC021348
ii Registration Date 27061985
iii Name of the Company FOCUS INDUSTRIAL RESOURCES LIMITED
iv CategorySub-category Limited by Shares Non Government Company
v Address of the Registered office 104 Mukand Houseamp contact details Commercial Complex Azadpur Delhi- 110033
Contact- 011- 27676399
vi Whether listed company LISTED
vii Name Address amp contact Beetal Financial amp Computers Services Pvt Ltddetails of the Registrar amp Address Beetal House 3rd Floor 99 MadangiriTransfer Agent if any Behind Local Shopping Centre Near Dada
Harsukhdas Mandir Delhi- 110 062Contact 91-11-2996128183
Sl No Shareholders Name Shareholding at the Shareholding at the changebegginning of the year end of the year in share
holdingduringthe year
No of of total of No of of total of shares shares shares shares shares shares
of the pledged of the pledgedcompany encumbered company encumbered
to total to total shares shares
1 PRADEEP KUMAR JINDAL 3000 002 - 3000 002 - -
2 PRADEEP KUMAR JINDAL 967924 794 - 967924 794 - -
amp SONS HUF
3 KANIKA 8129 006 - 8129 006 - -
4 LAXMAN SINGH SATYAPAL 605000 496 - 602014 494 - 002
5 MAMTA JINDAL 610700 501 - 1051133 862 - 361
6 AANCHAL JINDAL 100000 082 - 100000 082 - -
7 ARCHIT JINDAL 605000 496 - 1210000 992 - 496
8 RENU JAIN 744364 610 - 744364 610 - -
9 SK JAIN 802204 658 - 802204 658 - -
10 MEERA MISHRA 600000 492 - 500000 410 - -082
11 RENU JINDAL 440433 361 - - - - -361
12 AJAY KUMAR JINDAL 605000 496 - - - - -496
Total 6091754 4994 5988768 4910 - -084
(ii) SHARE HOLDING OF PROMOTERS
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total1 PRADEEP KUMAR JINDAL shares shares of the
company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 3000 002
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total2 PRADEEP KUMAR JINDAL amp shares shares of the
SONS HUF company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
967924 794
At the end of year 967924 794
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total3 KANIKA shares shares of the
company
At the beginning of the year 8129 006
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 8129 006
(iii) Change in Promoters Shareholding (please specify if there is no change)
EXTRACT OF ANNUAL RETURN | 7
Category of Shareholders No of Shares held at the No of Shares held changebeginning of the year at the end of the year during the year(1st April 2016) (31st March 2017)
Demat Physical Total of Total Demat Physical Total of Total Shares Shares
A Promoters(1) Indiana) IndividualHUF 6091754 0 6091754 4996 5988768 0 5988768 4911 -085b) Central Govt or 0 0 0 0 0 0 0 0 0 State Govtc) Bodies Corporates 0 0 0 0 0 0 0 0 0d) BankFI 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0SUB TOTAL(A) (1) 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) BanksFI 0 0 0 0 0 0 0 0 0e) Any otherhellip 0 0 0 0 0 0 0 0 0SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter 6091754 0 6091754 4996 5988768 0 5988768 4911 -085(A)= (A)(1)+(A)(2)B PUBLIC SHAREHOLDING(1) Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) BanksFI 0 0 0 0 0 0 0 0 0C) Cenntral govt 0 0 0 0 0 0 0 0 0d) State Govt 0 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0 0h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Fundsi) Others (specify) 0 0 0 0 0 0 0 0 0SUB TOTAL (B)(1) 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 1665463 0 1665463 1366 1100371 0 1100371 902 -464ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholdersholding nominal share capital upto Rs1 lakhs 769960 0 769960 631 889912 0 889912 730 099ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs 3216843 0 3216843 2638 3789628 0 3789628 3108 470c) Others (specify)Non Resident Indians 1515 0 1515 001 6015 0 6015 005 004Overseas Corporate Bodies 0 0 0 0 0 0 0 0 0Foreign Nationals 0 0 0 0 0 0 0 0 0Clearing Members 5000 0 5000 004 800 0 800 000 -004Trusts 0 0 0 0 0 0 0 0 0Foreign Bodies - D R 0 0 0 0 0 0 0 0 0HUF 443664 0 443664 364 418705 0 418705 343 -021SUB TOTAL (B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 1Total Public Shareholding(B)= (B)(1)+(B)(2) 6102445 0 6102445 5004 6205431 0 6205431 5088 9C Shares held by Custodian for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 12194199 0 12194199 100 12194199 0 12194199 100 0
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 11: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/11.jpg)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total1 YATIN AHOOJA (3) shares shares of the
company
At the beginning of the year 364469 298
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 (12028) 352441 SALE
15042016 (11850) 340591 SALE12082016 110411 451002 PURCHASE02092016 4594 455596 PURCHASE09092016 100 455696 PURCHASE31122016 9401 465097 PURCHASE06012017 1961 467058 PURCHASE13012017 5962 473020 PURCHASE20012017 1600 474620 PURCHASE
For Each of the Top 10Shareholders
At the end of year 474620 389
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total11 RENU JINDAL shares shares of the
company
At the beginning of the year
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (440433) 0 GIFT
440433 361
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total12 AJAY KUMAR JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 (605000) 0 GIFT
At the end of year 0 0
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total4 LAXMAN SINGH SATYAPAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15072016 (2986) 602014 SALE
At the end of year 602014 494
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total5 MAMTA JINDAL shares shares of the
company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total6 AANCHAL JINDAL shares shares of the
company
At the beginning of the year 100000 082
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 100000 082
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total7 ARCHIT JINDAL shares shares of the
company
At the beginning of the year 605000 496
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 605000 1210000 GIFT
At the end of year 1210000 992
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total8 RENU JAIN shares shares of the
company
At the beginning of the year 744364 610
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 744364 610
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total9 SK JAIN shares shares of the
company
At the beginning of the year 802204 658
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) No Change During the year
At the end of year 802204 658
Shareholding at thebeginning of the year
S No Name of the Promoter No of of total10 MEERA MISHRA shares shares of the
company
At the beginning of the year 600000 492
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 15042016 (100000) 500000 SALE
At the end of year 500000 410
8 | EXTRACT OF ANNUAL RETURN
iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters and Holders of GDRs and ADRs)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 12: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/12.jpg)
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total4 GLOBE CAPITAL MARKET LTD (2) shares shares of the
company
At the beginning of the year 170009 139
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 170009 139
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total2 TRISHLA JAIN shares shares of the
company
At the beginning of the year 445000 365
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 445000 365
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total3 ALOK BANSAL shares shares of the
company
At the beginning of the year 173000 142
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 173000 142
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total5 MUKESH GUPTA (2) shares shares of the
company
At the beginning of the year 167500 137
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 167500 137
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total6 NAKUL BAJAJ shares shares of the
company
At the beginning of the year 141120 116
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 141120 116
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total7 shares shares of the
company
At the beginning of the year NIL NIL
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 29072016 140000 140000 PURCHASE
06012017 (952) 139048 SALE17032017 (2110) 136938 SALE
At the end of year 136938 112
For Each of the Top 10Shareholders
ANGEL FINCAP PRIVATE LIMITED
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total8 DECENT PORTFOLIO SERVICES shares shares of the
PRIVATE LIMITED company
At the beginning of the year 124748 102
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 124748 102
For Each of the Top 10Shareholders
EXTRACT OF ANNUAL RETURN | 9
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total9 POONGOODI P shares shares of the
company
At the beginning of the year 117600 096
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 117600 096
For Each of the Top 10Shareholders
Shareholding at thebeginning of the year
S No Name of the Shareholder No of of total10 COMFORT SECURITIES LIMITED shares shares of the
company
At the beginning of the year 1832 001
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 08042016 5500 7332 PURCHASE
15042016 (200) 7132 SALE17022017 120000 127132 PURCHASE24022017 500 127632 PURCHASE
At the end of year 127632 105
For Each of the Top 10Shareholders
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 13: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/13.jpg)
S No Name of the KMP No of of total1 PRADEEP KUMAR JINDAL shares shares of the
(MANAGING DIRECTOR) company
At the beginning of the year 3000 002
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 3000 002
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total2 SILKY KAPOOR shares shares of the
(COMPANY SECRETARY) company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000-
Shareholding of each Directors and each Key Managerial Personnel
v) Shareholding of Directors and Key Managerial Personnel
S No Name of the Director No of of total6 shares shares of the
( company
At the beginning of the year 100 000
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year 100 000
Shareholding of each Directors and each Key Managerial Personnel
SANTANU KUMAR DASHDIRECTOR)
S No Name of the Director No of of total5 MAMTA JINDAL shares shares of the
(DIRECTOR) company
At the beginning of the year 610700 501
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) 10022017 440433 1051133 GIFT
At the end of year 1051133 862
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total7 PAWAN KUMAR PODDAR shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the KMP No of of total3 PUNIT SETH shares shares of the
(CFO) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
S No Name of the Director No of of total4 RAHUL shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
Indebtedness of the Company including interest outstandingaccrued but not due for payment
Secured Unsecured Deposits Total Loans Loans Indebtednessexcluding deposits
Indebtedness at the beginning of thefinancial year
i) Principal Amount 1672790 54342000 0 56014790ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 1672790 54342000 0 56014790
Change in Indebtedness during the financial year
Additions 0 5655625 0 5655625Reduction 705505 0 0 705505
Net Change 705505 5655625 - 4950120
Indebtedness at the end of the financial year
i) Principal Amount 967285 59997625 0 60964910ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 967285 59997625 0 60964910
V INDEBTEDNESS
S No Name of the Director No of of total8 shares shares of the
(DIRECTOR) company
At the beginning of the year - -
Date wise Increase Date of Increase Cumulative Reason for Decrease in Promoters Increase Decrease in Share during increasingShare holding during the year Decrease Shares during the year decreasespecifying the reasons for increase in Shares the yeardecrease (eg allotment transfer bonus sweat equity etc) - - - -
At the end of year - -
Shareholding of each Directors and each Key Managerial Personnel
SATENDRAPRATAP JAESWAL
10 | EXTRACT OF ANNUAL RETURN
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 14: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/14.jpg)
SlNo Particulars of Remuneration Name of the Directors TotalAmount
1 Independent Directors(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (1)2 Other Non Executive Directors
(a) Fee for attending board committee meetings(b) Commission(c ) Others please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act
SlNo Particulars of Remuneration Name of the MDWTDMANAGER TotalAmount
1 Gross salary
(a) Salary as per provisions contained - - - -in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) - - - -of the Income tax Act 1961
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - - - -Ceiling as per the Act
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Whole time director andor Manager NA
B Remuneration to other directors NA
NONE
NONE
NONE
Type Section of the Brief Description Details of Penalty Authority Appeall made Companies Act Punishment (RDNCLTCourt) if any
Compounding (give details)fees imposed
A COMPANYPenaltyPunishmentCompounding
B DIRECTORSPenaltyPunishmentCompounding
C OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding
SlNo Particulars of Remuneration key Managerial Personnel TotalAmount
1 Gross salary CEO Company CFOSecretory
(a) Salary as per provisions contained Rs 353000 Rs 36129 Rs 389129in section 17(1) of the Income Tax 1961
(b) Value of perquisites us 17(2) of the Income tax Act 1961 - - - -
(c ) Profits in lieu of salary under - - - -section 17(3) of the Income Tax Act 1961
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - - - -as of profitothers (specify)
5 Others please specify - - - -
Total (A) - Rs 353000 Rs 36129 Rs 389129Ceiling as per the Act
C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MDMANAGERWTD
VII PENALTIESPUNISHMENTCOMPPOUNDING OF OFFENCES
EXTRACT OF ANNUAL RETURN | 11
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 15: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/15.jpg)
DesignationNature of Duties
Name Age Gross Remuneration (Rs)
Net Remuneration (Rs)
Qualifi-cation
Experience(Years)
Date of Commencement of Employment
Previous EmploymentPosition Held
7 Performance Bonus of Executive Directors and Commission of Non-Executive Directors are the variable components of their remuneration Key parameters for determining the same are provided in the Remuneration Policy of the Company
B Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notes -
1 Remuneration includes salary performance bonus allowances amp other benefits applicable perquisites except contribution to the approved Pension Fund under the defined benefit scheme and Gratuity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis The term lsquoremunerationrsquo has the meaning assigned to it under the Companies Act 2013
2 The Company has not incurred any expenditure for Stock Options granted at lsquomarket pricersquo [within the meaning of the erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines1999] to the Directors Key Managerial Personnel and other Employees under its Employee Stock Option Schemes which can be ascribed to any individual Director Key Managerial Personnel or other Employees
3 Net remuneration comprises cash income less
a) income tax surcharge (as applicable) amp education cess deducted at source
b) managerrsquos own contribution to Provident Fund
4 All appointments arewere contractual in accordance with terms and conditions as per Company Rules
5 None of the above employees is a relative of any Director of the Company
Particulars of Employees
A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
Notesst1 The number of permanent employees as on 31 March 2017 was 13
2 Compared to the previous year 2015-16 the figures for the current year 2016-17 reflects that
i) Gross Turnover PBT and EPS has grown by 122 177 08 amp 003 respectively
ii) EPS IS 5833
3 The ratio of remuneration of the highest paid Director to that employeersquos remuneration receive in excess of Director for the year 2016-17 is nil
4 The remuneration of the Directors Key Managerial Personnel and other employees is in accordance with the Remuneration Policy of the Company provided under the section lsquoReport on Corporate Governancersquo which forms part of the Report and Accounts
st5 The market capitalisation of the Company as on 31 March 2017 increased st by 6457 when compared to that of 31 March 2016 The Company has
not made any public offer in the recent past and accordingly comparison of Public Offer Price and the current market price of the Companyrsquos shares will not be relevant
st6 The PE ratio as on 31 March 2017 stood at 5833
ANNEXURE B - Remuneration of Managerial Personnel
Name of Directors amp Key Designation Ratio of Remuneration Increase in Managerial Personnel to Median Remuneration
remuneration of over LY()all employees
Pradeep Kumar Jindal Managing Director
Mamta Jindal Executive Director
SK Dash Executive Director
Satendrapratap Jaeswal Independent Director
Rahul Independent Director
Pawan Kumar Poddar Independent Director
Ram Kishan Singh Non-Executive Director
Silky Kapoor Company Secretary 1471
Punit Seth Chief Financial Officer 1421
12 | EXTRACT OF ANNUAL RETURN
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 16: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/16.jpg)
During the period under review the Company has complied with the provisions of the Act Rules Regulations Guidelines Standards etc mentioned above subject to the following observations
No specific non compliances observations audit qualification reservation or adverse remarks were observed
We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act
Adequate notice is given to all directors to schedule the Board Meetings agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting
Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes
We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws rules regulations and guidelines
1 The Composition of Audit Committee was not optimum since last year until st1 October 2016 due to resignation of one of the Independent Director As
represented to us the Company was looking out for suitable person for the appointment as Independent Director and have appointed Mr Pawan
stKumar Poddar with effect from 1 October 2016 on the Board of the Company to fill the vacancy
We further report that during the audit periodthi) The Company has received an Email dated 20 February 2017 from
the Securities and exchange board of India vide which SEBI has started an Investigation in the scrip of the company in relation to Change in Promoters of the Company during the quarter ended June 2013 and September 2013 and has asked for certain information in relations to the shareholding patterns of the promoter group SEBI has asked further information from time to time vide various Emails and as per the documents verified and as represented to us by the management the company has submitted the required informations from time to time
ii The Company has received Letter No ROCTSPVFocus thIndustrial2117 dated 12 May 2016 from the Registrar of
Companies Ministry of Corporate Affairs relating to the Technical Scrutiny of the Company in reference to the order under Section 234(1) against the Company The Dy Registrar of Companies has conveyed his reservations against the reply submitted by the Company and has further instructed the Company to submit additional information
iii The Board of Directors have passed a Resolution under Section under 180(1) (c) at the Board meeting of the Company held on 30052016 approving the power to borrow monies upto the paid up capital and free reserves of the company
4 The Audit Committee and the Board of Directors have approved all the Related Party Transaction In view of the Board all the transactions with Related Parties are at Arms Length Price
For KPG amp Associates
Company Secretaries
Sd-
Prashanth Kumar Gupta
Proprietor
ACS- 37201
C P No 13958
Date May 30 2017
Place New Delhi
To
The Members
FOCUS INDUSTRIAL RESOURCES LIMITED
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by FOCUS INDUSTRIAL RESOURCES LIMITED (hereinafter called the company) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsstatutory compliances and expressing my opinion thereon
Based on our verification of the FOCUS INDUSTRIAL RESOURCES LIMITED books papers minute books forms and returns filed and other records maintained by the company and also the information provided by the Company its officers agents and authorized representatives during the conduct of Secretarial Audit We hereby report that in our opinion the company has during
stthe audit period covering the financial year ended on 31 March 2017 and has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject to the reporting made hereinafter
We have examined the books papers minute books forms and returns filed and other records maintained by FOCUS INDUSTRIAL RESOURCES LIMITED (ldquothe
stCompanyrdquo) for the financial year ended on 31 March 2017 to the extent applicable to the company according to the provisions of
(i) The Companies Act 2013 (the Act) and the rules made thereunder
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and External Commercial Borrowings (Not applicable to the company during the audit period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act 1992 (SEBI Act)-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011
(b) The Securities and Exchange Board of India (listing obligations and disclosure requirements) regulations 2015
(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015
(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009
(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during the audit period)
(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (Not applicable to the company during the audit period)
(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client
(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to the company during the audit period)and
(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Not applicable to the company during the audit period)
(vi) Other Laws as applicable to the Industry Reserve Bank of India DirectionsRegulations as applicable to a Non-Banking Financial company (Non Deposit Accepting or holding)
We have also examined compliance with the applicable clauses of the following
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate affairs
Form No MR-3SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 2017
[Pursuant to section 204(1) of the Companies Act 2013 and rule No9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT | 13
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 17: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/17.jpg)
addition to benefiting investors The another great initiative ie Digital India focuses on three core components to create digital infrastructure to deliver services digitally and to increase digital literacy
Coming to non-banking finance company (NBFC) industry India Ratings and Research (Ind-Ra) has maintained a stable outlook on the NBFC sector and on the major NBFCs rated by it for FY 18 The sector is expected to continue expanding the assets classes and take higher market share at the cost of mid-sized banks The agency predicted large NBFCs to grow 16 year-on-year (YoY) in FY 17 and 21 YoY in FY 18 which on the system-wide basis would be close to one third of the total systems incremental credit Both the regulator and government have been maintaining a favourable stance towards the NBFC sector starting with the latest announcement where SME loans up to 2 crores by NBFCs will be covered under the credit guarantee fund trust for micro and small enterprises and the government notification covering systemically important NBFCs under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) These measures would strengthen the NBFCs ability to lend and mitigate loss given default while speeding up recovery timelines
OVERVIEW OF THE FINANCIAL SERVICES INDUSTRY
Indias financial services sector has grown from strength to strength built on prudential lending practices robust regulatory environment and sound technology base and has ably met the aspirations of the vast population and enabled economic activities While commercial banking stays at the forefront of the financial system the growing pie of financial services is divided across specialised players extending customised services to different customer segments The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades This movement is taking place on the back of market forces enabling inclusive growth meeting sectorial thrust leveraging policy initiatives and the ability to attract cost effective financial resources From the point of significance of presence and performance Non-Banking Finance Companies (NBFCs) continue to make a major impact on the lending side both in consumerretail lending and commercialbusiness lending Even as some deflation risks linger in certain parts of the world inflation picked up in most advanced economies In India macroeconomic conditions continued to be on a stable footing with slowing inflation Current Account Deficits remaining in control and the central government achieving its Fiscal Deficit GDP target of 35 for FY17 and targeting a lower deficit of 32 for FY18 Notwithstanding stable macro-economic conditions most forecasts expect private capital expenditure in India to remain subdued thereby bringing focus onto the need for higher government investment
REVOLUTIONISING LAST MILE PAYMENTS
In the months ensuing demonetisation the country saw a surge in digital transactions The volume of transactions for small retail systems more than doubled between October 2016 and December 2016 while the value transacted rose by 56 The sharp rise in usage of digital payment modes has sustained even as the economy has significantly remonetised During this period the government pursued digitisation on a war footing As people switched to mobile wallets and cards for payments a large section of the population had no access to digital payment methods
SEGMENT-WISE PERFORMANCE
The Company operates in only one segment for Finance and investment The Business Segments has been identified in accordance with Accounting
Your Directors are pleased to present the Management Discussion and stAnalysis Report for the year ended 31 March 2017
The management of the Company is presenting herein the overview opportunities and threats initiatives by the Company and overall strategy of the company and its outlook for the future This outlook is based on managements own assessment and it may vary due to future economic and other future developments in the country
MACRO-ECONOMIC ENVIRONMENT
The global and domestic economic landscape witnessed significant shifts in FY17 leading to wide ranging implications on the banking sector and financial markets The key global events were Brexit the unexpected election of Donald Trump and the tilt towards a hawkish tone at the US Federal Reserve The outcome of two major events Britains referendum on withdrawal from the European Union (EU) and the presidential elections in USA led to increased unpredictability in the global economy leading to a cautious sentiment in 2017 Taking a cue from the positive trends in emerging and developing economies due to the partial recovery in commodity prices economic activity is projected to pick up significantly in advanced economies Hence market sentiment has been quite strong with notable gains in equity markets in both advanced and emerging economies In the back drop a larger one undoubtedly are issues leading to challenges faced by the global economy which calls for individual country actions to be supported by multilateral co-operation Collective action in preserving open trading system safeguarding global financial stability achieving equitable tax systems and mitigating and adapting to climate change remain critical at this turning point Overall the sentiments have been turning positive and are likely to remain so as the markets look to a moderate but responsible growth keeping disruptive trends under control
OVERVIEW OF THE INDIAN ECONOMY
Emerging as the worlds sixth largest country in manufacturing from the previous position of ninth India retained its bright spot in the global economic landscape (Source PwC India Budget 2017) The economic outlook became buoyant with the agrarian and rural economy benefiting from a good monsoon in 2016 after two successive rain-deficient years In India the demonetisation exercise was unforeseen and unexpected whereby the government replaced 1544 trillion of notes in circulation with new notes The impact of demonetisation seen in the last two months of the calendar year kept diminishing with the quick pace of remonetisation and a series of digitisation initiatives However towards the end of the FY17 global economic activity picked up and conditions improved in commodity exporting countries and emerging markets
The financial year 2016 -17 was a momentous year for India characterised by the passage of Goods and Services Tax (GST) Bill which is to be implemented in financial year 2017-18 As a result of strong consumer sentiment Indias Consumer Confidence Index stood at 136 in the fourth quarter of 2016 topping the global list of countries on the same parameter (Nielsen - Market Research Agency) Indias Gross Domestic Product (GDP) grew by 7 year-on-year in Oct-Dec 2016 quarter the strongest growth among G-20 countries as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India - 2017 The Make in India campaign launched in 2016 is aimed to boost the manufacturing sector in India to increase the purchasing power of the average Indian consumer which in turn will further boost demand and hence spur development in
14 | MANAGEMENT DISCUSSION AND ANALYSIS REPORT
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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-
![Page 18: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/18.jpg)
an extensive programme of internal audits review by management and documented policies guidelines and procedures These are designed to ensure that financial and other records are reliable for preparing financial information and other reports and for maintaining regular accountability of the Companys assets The internal auditors present their report on a quarterly basis to the Audit Committee of the Board
HUMAN RESOURCES
FIRLs People Agenda is guided by five themes culture diversity capability employee experience and community building These are the key underlying philosophies that the Company follows in acquiring and nurturing talent We believe that putting these into play will help build a winning organization Culture tops our People Agenda It is central to the groups hiring strategy The culture of your company is spelt out in its values Balance Collaboration Drive and Honesty We realise that the active involvement of the senior management is critical in driving culture in an organization and facilitating adoption of values across the hierarchy The group has curated a leadership competencies framework that is essential to realising its vision We have mapped behaviours to these competencies to enable quicker adoption We would like to build an organization that is truly diverse and inclusive It includes both gender diversity as well as talent from outside This we believe will bring greater transparency and empowerment A healthy mix of talent will inspire efficient work practices and we expect this to improve the quality of our service Enhancing the capability of employees is a key aspect of our People Agenda FIRL is committed to re-orient and skill-up new hires As the Company ramps up its workforce it strengthens its capability and redirects their thinking We also realise the critical role played by frontline managers in guiding and motivating employees Build an unparalleled employee experience that stimulates superior customer service The entire framework of employee facing processes and systems is designed around the thought of employee experience Dream journeys articulated using design principles keep us honest in building an internal ecosystem with enhanced user experience bringing efficiencies to the administrative activities and freeing up employee bandwidth to focus on customer service and processes Routine HR processes and data analysis have been digitized Building a sense of community internally Its a theme that flows from the culture and values journey As the employee strength continues to grow various interaction tools have been deployed to encourage employees to communicate collaborate and share their experiences irrespective of where they are placed geographically This has encouraged a spirit of collaboration and team work
For and on behalf of the Board of Directors
For FOCUS INDUSTRIAL RESOURCES LIMITED
Sd-
(Pradeep Kumar Jindal)
Managing Director
DELHI DIN 00049715
September 01 2017
Standard Risk amp Concerns In todays complex business environment almost every business decision requires executives and managers to balance risk and reward Effective risk management is therefore critical to an organizations success Globalization with increasing integration of markets newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to and integrated approach to risk management Timely and effective risk management is of prime importance to our continued success The sustainability of the business is derived from the following
i Identification of the diverse risks faced by the company
ii The evolution of appropriate systems and processes to measure and monitor them
iii Risk Management through appropriate mitigation strategies within the policy framework Monitoring the progress of the implementation of such strategies and subjecting them to periodical
a audit and review
b Reporting these risk mitigation results to the appropriate managerial levels
There is the risk of loss from inadequate or failed systems processes or procedures These may be attributed to human failure or technical problems given the increase use of technology and staff turnover Your company has in place suitable mechanisms to effectively reduce such risks All these risks are continuously analyzed and reviewed at various levels of management through an effective information system
RISK MANAGEMENT
The company is committed to creating value for its stakeholders through sustainable business growth and with that intent has put in place a robust risk management framework to promote a proactive approach in reporting evaluating and resolving risks associated with the business Given the nature of the business the company is engaged in the risk framework recognizes that there is uncertainty in creating and sustaining such value as well as in identifying opportunities Risk management is therefore made an integral part of the companys effective management practice Risk Management Framework The companys risk management framework is based on (a) clear understanding and identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c) Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d) adequate review mechanism to monitor and control risks The company has a well-established risk reporting and monitoring framework The in-house developed risk monitoring tool Chola Composite Risk Index highlights the movement of top critical risks This provides the level and direction of the risks which are arrived at based on the two level risk thresholds for the identified Key Risk Indicators and are aligned to the overall companys risk appetite framework approved by the board The company also developed such risk reporting and monitoring mechanism for the risks at business vertical level The company identifies and monitors risks periodically This process enables the company to reassess the top critical risks in a changing environment that need to be focused on
INTERNAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorised recorded and reported correctly Such internal controls are supplemented by
MANAGEMENT DISCUSSION AND ANALYSIS REPORT | 15
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 19: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/19.jpg)
April 20 2016
May 30 2016
August 12 2016
DATES OF BOARD MEETINGS HELD DURING THE FY 2016-17
December 29 2016
February 13 2017
September 2 2016
October 01 2016
November 14 2016
All the Independent Directors of the Company at the time of their first appointment to the Board and thereafter at the first meeting of the Board in every financial year give a declaration that they meet with the criteria of independence as provided under Companies Act 2013 and Reg 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015
The composition of the Board also complies with the provisions of the Companies Act 2013 and the Listing Regulations 2015 As at the end of corporate financial year 2017 the total Board strength comprises of the following
NUMBER OF BOARD MEETINGS
The Board of Directors met eight times during the Financial Year ended March 31 2017 The Company holds minimum four pre-scheduled Board meetings annually one in each quarter inter-alia to review the financial results of the Company The maximum time gap between two Board meetings is not more than one hundred and twenty days Additional Board Meetings are held by the Company to address specific needs as and when required The details of Board Meetings held during the year are as under-
MEETING OF INDEPENDENT DIRECTOR
As stipulated by the Code of Independent Directors under the Companies Act 2013 and the Listing (Obligation and Disclosure Requirements) Regulation 2015 a separate meeting of the Independent Directors of the Company was held on February 28 2017to review the performance of Non-independent Directors (including the Chairman) and the Board as whole The Independent Directors also reviewed the quality content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties The Independent Directors found the performance of Non-Independent Directors (including Chairman) and the Board as well as flow of information between the Management and the Board to be satisfactory All independent directors were present in the meeting
FAMILIARISATION PROGRAMME
In accordance with Regulation 25 of the Listing Regulations the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization The Company also aims at informing the Directors on the legal regulatory as well as socio-economic regime in which the Company functions The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level Letter of Appointment(s) are issued to Independent Directors setting out in detail the terms of appointment duties responsibilities and expected time commitments
COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is a code that sets the principles systems and practices through which the Board of Directors of the Company ensures transparency fairness and accountability in the Companys relationship with all its stakeholders viz regulators shareholders creditors government agencies employees among others The code of governance is based on the principles of making all the necessary decisions and disclosures accountability and responsibility towards various stakeholders complying with all the applicable laws and a continuous commitment of conducting business in a transparent and ethical manner
The Company has a strong legacy of fair transparent and ethical governance practices The Company has adopted a Code of Conduct for its employees including the Managing Director and the Executive Directors which was revised during the year to align with changing cultural and regulatory norms across the multiple jurisdictions in which the Company conducts its business In addition the Company has adopted a Code of Conduct for its non-executive directors which includes Code of Conduct for Independent Directors which suitably incorporates the duties of independent directors as laid down in the Companies Act 2013 (ldquoActrdquo) These codes are available on the Companys website
At FIRL we are committed to meet the aspirations of all our stakeholders This is demonstrated in shareholder returns high credit ratings governance processes and an entrepreneurial performance focused work environment
The Company is in compliance with the requirements stipulated under regulation 17 to 27 read with Schedule V and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations as applicable with regard to corporate governance
BOARD OF DIRECTORS
FIRLs Board of Directors play a pivotal role in ensuring that good corporate governance practices are followed within the Company The Board of Directors oversees the functioning of the Company and that of its management and ensures that every decision taken is in the best interest of the stakeholders of the Company
The Board while performing its fiduciary duties recognizes its responsibilities towards the shareholders and other stakeholders to uphold the highest standards in all matters concerning the Company and for the purpose ensures proper delegation of appropriate authority to the senior officials of the Company for effective management of operations
The Companys Corporate Governance framework is based on having a composition wherein a majority of Directors are independent Board Members Further the constitution of Board Committees meet all statutory requirements of various regulatory authorities including the Reserve Bank of India (RBI) Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) and committees are chaired by Independent Directors wherever required by law The Board plays an effective supervisory role through the above governance framework
COMPOSITION
The Board of Directors (the Board) is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders We believe that an active well-informed and independent Board is necessary to ensure the highest standards of corporate governance
The Composition of the Board of Directors of the Company is in compliance with Regulation 17 of the SEBI Listing Regulations The Board of Directors of the Company has an optimum combination of Executive Non Executive and Independent Directors The Board of your Company is headed by an Executive Director (designated as the Chairman and Managing Director) and comprises of other six Directors out of which two are Non Executive Directors one Executive women Director and three are Independent Directors
CORPORATE GOVERNANCE REPORT
16 | CORPORATE GOVERNANCE REPORT
NAME
Mr Pradeep Kumar Jindal
Ms Mamta Jindal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Mr Satendrapratap Jaeswal
Mr Rahul
Mr Ram Kishan Singh
POSITION
Managing Director
Executive Director amp Women Director
Non Executive Director
Independent Director
Independent Director
Independent Director
Non Executive Director
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 20: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/20.jpg)
Name of Position Board Board Attendance No of Other No of ChairmanshipMembership
Director Meetings Meetings at Directorships in Committee other than FIRL as
Held Attendance Last AGM on in other on 31032017
During The September Companies As As
Tenure 30 2016 31032017 Chairman Member
Mrs Pradeep Managing 08 08 Present 1 Nil 2Kumar Jindal Director
Mr Santanu Non-Executive 08 08 Present Nil Nil NilKumar Dash Director
Mr Satender Independent 08 05 Present 1 1 3Pratap Jaeswal Director
Mr Rahul Independent 08 08 Present 2 1 3Director
Ms Mamta Executive 08 08 Present 3 Nil 1Jindal Director
Mr Pawan Independent 08 03 --- 2 4 2Kumar DirectorPoddar
The details of such Familiarisation Programme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under httpwwwfocuslimitedinpolicyfamilarisation20programpdf
OTHER DIRECTORSHIP ETC
None of the Directors hold directorship in more than Ten Public Limited Companies or act as an Independent Director in more than Seven Listed Companies none of the Directors acts as a member of more than Ten Committees or Chairman of more than Five Committees as on March 31 2017 across all Public Limited Companies in which they are Directors
INTER-SE RELATIONSHIPS AMONG DIRECTORS
Mr Pradeep Jindal and Ms Mamta Jindal are Husband and wife Except for this there are no inter-se relationships among the Directors None of the Independent Directors held any equity shares or convertible instruments of the Company during the financial year ended March 31 2017
ATTENDANCE AT THE BOARD MEETINGS AGM DURING THE FY ENDED MARCH 31 2017 AND NUMBER OF DIRECTORSHIPS COMMITTEE MEMBERSHIPS HELD BY THE DIRECTORS IN OTHER COMPANIES
The details of the composition nature of Directorship the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below
bull Excludes Directorship in Private Companies Foreign Companies and Companies Registered under Section 8 of the Companies Act 2013
bull As per SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 Committee here means ldquoAudit Committeerdquo ldquoNomination and Remuneration Committeerdquo and ldquoShareholder Grievance cum Stakeholder Relationship Committeerdquo of Public Limited Companies and excludes the Committee positions held in Focus Industrial Resources Limited
bull Mr Pawan Kumar Poddar has been appointed as an Additional Director and designated as Independent Director wef October 01 2016
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (the Code) applicable to the Directors and employees The Code is applicable to Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities The Code gives guidance and support needed for ethical conduct of business and compliance of law The Code is available on our website wwwfocuslimitedin All the members of the Board the Senior Management Personnel and designated employees have affirmed compliance to
stthe Code as on 31 March 2017
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board has adopted a code to regulate monitor and report trading by insiders in securities of the company the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information Every director officer and designated employees of the Company has a duty to safeguard the confidentiality
of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance
DISCLOSURES REGARDING THE APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS
As per the Companies Act 2013 one-third of Directors retire by rotation and if eligible seek re-appointment at the AGM of shareholders Mr Santanu Kumar Dash will retire at the ensuing AGM and being eligible seek re-appointment The Board has recommended the re-appointment of the retiring Directors
Further the Board appointed Mr Pawan Kumar Poddar as an Additional Director with effect from October 01 2016 The Board has recommended that Mr Pawan Kumar Poddar be appointed as an ID of the Company subject to shareholders approval
Also the Board appointed Mr Ram Kishan Singh as an Additional Director with effect from May 30 2017 The Board has recommended that Mr Ram Kishan Singh be appointed as a Director of the subject to shareholders approval
The detailed profiles of these Directors and particulars of experience attributes or skills that qualify the candidates for Board membership are provided in the Notice convening the AGM
COMMITTEES OF THE BOARD
The Board of Directors has constituted Three (3) committees namely Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee which enables the Board to deal with specific areas activities that need a closer review and to have an appropriate structure to assist in the discharge of their duties and responsibilities
The Committees of the Board meet at regular intervals and have the requisite subject expertise to handle and resolve matters expediently The Board overlooks the functioning of the Committees The Chairman of the respective Committees briefs the Board on significant discussions and decision taken at their respective meetings Minutes of the Committee Meetings are placed in the subsequent Board Meeting for their noting
Detailed terms of reference composition meetings and other information of each of the Committees of the Board are detailed herein below
AUDIT COMMITTEE
The Audit Committee of the Board is constituted in compliance with the provisions of Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing Regulations All the Members of the Audit Committee have the required qualification and expertise for appointment on the Committee and possess requisite knowledge of accounting and financial management
In addition to the matters provided in Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India the Committee reviews the reports of the Internal Auditors periodically meets the Statutory Auditor of the Company and discusses their findings observations suggestions scope of audit etc and also reviews internal control systems and accounting policies followed by the Company The Committee also reviews the financial statements with the management before their submission to the Board
The terms of reference of audit committee of the board of directors of the company inter-alia includes
bull Overseeing the Companys financial reporting process and reviewing with the management the financial statements before submission to the Board for approval
bull Recommending to the Board the appointment re-appointment and replacement of the Statutory Auditor and fixing their fees
bull Reviewing the internal audit function of the Company and
bull Such other matters as specified under Listing Regulations and requirements of Section 177 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
CORPORATE GOVERNANCE REPORT | 17
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 21: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/21.jpg)
Position
held in
Committee
Chairman
Member
Member
Member
Member
Number of Audit Committee Meeting (s) held
Directors
Mr Rahul
Mr Pradeep kumar Jindal
Mr Satendrapratap Jaeswal
Mr Santanu Kumar Dash
Mr Pawan Kumar Poddar
Independent Executive Non-ExecutiveDirector
Independent Director
Executive Director
Independent Director
Non-Executive Director
Independent Director
Number of Audit Committee Meeting (s) Attended
6
6
6
6
6
6
6
4
6
2
Four meetings of the Committee were held during the year ended May 30 2016 August 12 2016 September 02 2016 and December 29 2016 The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board
The minutes of the Meeting of Nomination and Remuneration Committee forms part of the documents placed before the Meetings of the Board
A process of evaluation was followed by the Board of Directors for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose
REMUNERATION POLICY
Pursuant to the requirement of Companies Act 2013 read with Rules provision of Listing Regulations and Circular NotificationDirections issued by Reserve Bank of India from time to time the Board of Directors on the recommendation of Nomination and Remuneration Committee had adopted Nomination and Remuneration Policy of Directors Key Managerial Personnel senior management and other employees The detailed Policy is available on the website of the Company
There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company which has potential conflict with the interests of the Company at large
DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS
MANAGING DIRECTOR
Our Company being a Public Company the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company The remuneration paid to the Managing Director was as per the terms and conditions of their appointment
INDEPENDENT DIRECTORS
The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role Their contribution to the Board processes and valuable strategic insights from time to time their active involvement and engagement with the Companys business as well as independent views ensure the highest level of governance The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limiteds Board
PERFORMANCE EVALUATION
In terms of the provisions of the Act and the Listing Regulations the board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation of the working of the committees The performance evaluation of the independent directors was carried out by the entire board The performance of the chairman and the non-independent directors was carried out by the independent directors Chairman anchored the sessions on self peer committee and board effectiveness evaluations Chairman of the nomination and remuneration committee anchored the session on chairman evaluation
POLICY ON BOARD DIVERSITY
The nomination and remuneration committee has devised a policy on board diversity which sets out the approach to diversity on the board of the company The policy provides for having a truly diverse board comprising of appropriately qualified people with a broad range of experience relevant to the business of the company
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Board was constituted in compliance with the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations
The purpose of the Committee is to consider and resolve the grievances of the security holders of the Company including complaints relating to transfer and
The composition of the Committee and the attendance details of the members are given below
Six meetings of the Committee were held during the year ended May 302016 August 12 2016 September 02 2016 October 01 2016 November 14 2016 and February 13 2017 The quorum for the Meeting of the Audit Committee is as per applicable laws
The Company Secretary acts as the Secretary to the Committee The Chairman of the Audit Committee was present in the last Annual General Meeting to answer the shareholders queries
The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board In addition the Chairman of the Audit Committee appraises the Board Members about the significant discussions held at Audit Committee Meetings
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in compliance with the requirements of provisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI Listing Regulations
The Nomination and Remuneration Committee consists of Independent and Non-Executive Directors to review and recommend payment of annual salaries commission service agreements and other employment conditions of the Executive Directors of the Company The committee fixes the remuneration after taking into consideration remuneration pra0ctices followed by Companies of similar size and standing in the Industry
The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board The power and role of the Nomination amp Remuneration Committee is as per guidelines set out in Listing Regulations
The terms of reference of Nomination and Remuneration committee of the board of directors of the company inter-alia includes
bull Formulation of the criteria for determining qualifications positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors key managerial personnel and other employees
bull Formulation of criteria for evaluation of Independent Directors and the Board
bull Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal
bull Such other matters as specified under Listing Regulations and requirements of Section 178 of the Companies Act 2013 and Reserve Bank of India or as may be delegated by the Board of Directors of the Company
The composition of the Committee and the attendance details of the members are given below
Chairman
Member
Member
Number of Nomination ampRemunerationCommittee Meeting (s) held
Position
held in
Committee
Directors
Mr Rahul
Mr Santanu Kumar Dash
Mr Satendrapratap Jaeswal
Independent Executive Non-ExecutiveDirector
Independent Director
Non-Executive Director
Independent Director
Number of Nomination ampRemunerationCommittee Meeting (s) Attended
4
4
4
4
4
3
18 | CORPORATE GOVERNANCE REPORT
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 22: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/22.jpg)
VIGIL MECHANISMWHISTLE BLOWER POLICY
Pursuant to Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 and as per applicable provisions of section 177 of the Companies Act 2013 requires every listed company shall establish a Whistle Blower policy Vigil Mechanism The Company has established a Vigil Mechanism which includes a Whistle Blower Policy for its Directors and Employees to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour actual or suspected fraud or violation of the Companys Code of Conduct amp Ethics The details of establishment of Vigil Mechanism Whistle Blower Policy is posted on the website of the Company
ETHICSGOVERNANCE POLICIES
At FIRL we strive to conduct our business and strengthen our relationships in a manner that is dignified distinctive and responsible We adhere to ethical standards to ensure integrity transparency independence and accountability in dealing with all stakeholders Therefore we have adopted various codes and policies to carry out our duties in an ethical manner Some of these codes and policies are
bull Code of Conduct
bull Code of Conduct for Prohibition of Insider Trading
bull Vigil Mechanism and Whistle Blower Policy
bull Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions
bull Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information
bull Policy for Preservation of Documents
bull Policy on Determination and Disclosure of Materiality of Events and Information and Web Archival Policy
SUBSIDIARY COMPANIES
The Company did not have any subsidiary company during the year ended March 31 2017
DISCLOSURES
1 DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS
Disclosures on materially significant related party transactions
The Company has not entered into any transactions of material nature with any of its related parties that may have potential conflict with the interest of the Company The Board has approved a policy for related party transactions which has been uploaded on the Companys website
transmission of securities and such other grievances as may be raised by the security holders from time to time
The terms of reference of Stakeholders Relationship committee of the board of directors of the company inter-alia includes
bull To redress the complaints of the members and investors related to transfer and transmission of securities non-receipt of annual reports dividends and other securities related matter
bull To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations
bull To recommend measures for overall improvement in the quality of investors services
bull Any other function as may be stipulated by the Companies Act 2013 SEBI Stock Exchange or any other regulatory authorities from time to time
The composition of the Committee and the attendance details of the members are given below
Three meetings of the Committee were held during the year ended May 30 2016 August 12 2016 and February 13 2017 Your Company received nil complaints from shareholders during the year
The minutes of the Stakeholders Relationship Committee Meetings forms part of documents placed before the Meetings of the Board of Directors
No requests for transfer transmission dematerialization of shares were stpending as on 31 March 2017
GENERAL BODY MEETINGS
The venue and the time of the last three Annual General Meetings of the Company are as follows
No special resolution was put through postal ballot during the financial year 2016-17 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot
Position
held in
Committee
Chairman
Member
Member
Number of Shareholders Investors Grievance Committee Meeting (s) held
Directors
Mr Santanu Kumar Dash
Mr Rahul
Mrs Mamta Jindal
Independent Executive Non-ExecutiveDirector
Non-Executive Director
Independent Director
Executive Director
Number of Shareholders Investors Grievance Committee Meeting (s) Attended
3
3
3
3
3
3
AGM
29th
30th
31st
No of special resolution(s)
set out at the AGM
No SpecialResolutionwas passed
SpecialResolutionwas passed
No SpecialResolutionwas passed
Date
September
30 2014
September
30 2015
September
30 2016
Location
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Shalimar Bagh ClubPlot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
Time
1230 pm
1230 pm
1230 pm
CORPORATE GOVERNANCE REPORT | 19
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 23: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/23.jpg)
thDate Friday 29 September 2016
Venue
Time 1230 pm
Shalimar Bagh Club Plot No-9 B-Block Community Centre
Club Road Shalimar Bagh Delhi-110088
2 DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY
The Company has complied with the requirements of regulatory statutory authorities on capital market and no penalties or strictures have been imposed on the Company by the Stock Exchanges SEBI or any other statutory authority on any matter relating to the capital markets during the last three years
3 DISCLOSURE OF ACCOUNTING TREATMENT
The Company in the preparation of financial statements has followed the treatment laid down in the Accounting standards prescribed by the Institute of Chartered Accountants of India There are no audit qualifications in the Companys financial statements for the year under review
4 MANDATORY REQUIREMENTS
The Company has complied with all the mandatory requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
5 WHISTLE BLOWER POLICY
In accordance with Regulation 22 of the Listing Regulationsthe Company has formulated Whistle Blower Policy for employees to report to the management about the unethical behaviour fraud or violation of Companys code of conduct The mechanism provides for adequate safeguard to the victimized employees and spreads the way to curb those practices being followed in the office premises None of the personnel of the Company has been denied access to the Audit Committee
6 RISK MANAGEMENT
As per Regulation 17 of the Listing Regulations effective from October 1 2014 the Risk Management Policy has been formulated by Company
MANAGEMENT DISCUSSION AND ANALYSIS
This annual report has a detailed section on Management Discussion and Analysis
MEANS OF COMMUNICATION
The primary source of information to the shareholders customers analysts and to the public at large is through the website of the Company ie wwwfocuslimitedin The Company maintains a functional website and disseminates inter-alia the following information
bull details of its business
bull terms and conditions of appointment of independent directors
bull composition of various committees of board of directors
bull the email address for grievance redressal and other relevant details
bull contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances
bull financial information including notice of Board Meetings financial results annual report and other material information
bull shareholding pattern
The Company regularly updates any change in the content of the website within two working days of such change
The Annual Report annuallyhalf yearly quarterly results shareholding pattern investors presentation information on material events etc are periodically filed in accordance with the SEBI Listing Regulations on BSE Listing portals The financial results of the Company (quarterly and annually) are published in leading newspapers namely Financial Express and Jansatta respectively
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SCORES is a system implemented by SEBI which enables investors to lodge their complaints electronically on the SEBI website The investor complaints are
processed in a centralized web based complaints redressal system The salient features of this system are centralised database of all complaints online uploading of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status All complaints received through SCORES are resolved in a timely manner by the Company similar to other complaints
CEO CFO CERTIFICATION
As per Regulation 17(8) of Listing Regulations the CEO CFO Certificate for the FY 2016-17 signed by Mr Pradeep Kumar Jindal Managing Director was placed before the Board of Directors
GENERAL SHAREHOLDER INFORMATIONnd32 ANNUAL GENERAL MEETING OF THE COMPANY
FINANCIAL CALENDAR stFinancial year 1st April to 31 March
stFor the year ended 31 March 2018 results were announced on
The above dates are subject to change pursuant to unforeseen circumstances
BOOK CLOSURE
The Register of Members and the Share Transfer Register will be closed from th th25 Day of September 2017 to 29 Day of September 2017 (both days inclusive)
DIVIDEND
No dividend is recommended for payment
LISTING
The Companys shares are listed on
bull BSE Limited (BSE)
Scrip Code 534757
bull Calcutta Stock Exchange Limited (CSE)
Scrip Code 10016123
The Company has paid the listing fees for the financial year 2017-18 to the Stock Exchange(s) on which Companys shares are listed The Company has also paid custodial fees for the year 2017-18 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN)
ISIN is a unique identification number of traded scrip This number has to be quoted in each transaction relating to the dematerialized securities of the Company ISIN allocated to the Company by NSDL and CDSL is INE603E01023
STOCK PRICE DATA
The monthly high and low prices and volumes of your Companys shares at BSE stand DSE CSE for the year ended 31 March 2017 are given as follows
bull Market Price Data for the year 2016-2017
Audited annual results for year ending 31 March 2017
Quarter ending June 30 2017
Mailing of annual reports
Annual General Meeting
Half year ending September 30 2017
Quarter ending December 31 2017
Year ending March 31 2018
Annual General Meeting for the year ending
March 31 2018
May 2017
August 2017
September 2017
September 2017
November 2017
February 2018
May 2018
September 2018
(Tentative)
20 | CORPORATE GOVERNANCE REPORT
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
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![Page 24: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/24.jpg)
NUMBER
OF
SHARES
0001- 5000
5001-10000
10001- 20000
20001- 30000
30001- 40000
40001- 50000
50001- 100000
100001-ABOVE
TOTAL
NUMBER OF
SHARE
HOLDERS
OF
SHARE
HOLDERS
TOTAL
NO OF
SHARES
AMOUNT OF
SHARES
632
76
84
18
22
16
77
139
1064
5939
714
789
169
206
150
723
1306
100
68208
64795
131036
47197
79223
77776
603073
11122891
12194199
682080
647950
1310360
471970
792230
777760
6030730
111228910
121941990
05593
05314
10746
03870
06497
06378
49456
912146
100
bull BSE
bull CSE
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs)-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
NOT TRADED
APRIL16
MAY16
JUNE16
JULY16
AUG16
SEP16
OCT16
NOV16
DEC16
JAN17
FEB17
MAR17
MONTH OPEN (Rs) HIGH (Rs) LOW (Rs) CLOSE (Rs) VOLUME490
419
409
340
420
280
196
225
242
270
217
238
570
451
548
462
420
280
225
231
264
320
275
238
441
400
316
340
294
206
154
190
225
207
210
175
441
409
348
420
294
206
225
231
258
217
250
175
294700
18481
78196
143577
16065
30855
381494
138969
85050
21010
197442
64920
SHARE TRANSFER SYSTEM
The Companys shares are traded in the Stock Exchanges compulsorily in demat mode The Company has appointed the Ms Beetal Financial amp Computer Services
st(P) Ltd registrar to handle the Demat share work wef 31 December 2001 The Company obtains a certificate of compliance with the share transfer and other related formalities within the stipulated time period from a Practicing Company Secretary as required under Regulation 40(9) of the SEBI Listing Regulations and files a copy of the same on half yearly basis with the Stock Exchanges
Distribution of shareholding as on March 31 2017
bull Shareholding pattern as on March 31 2017
Number of shares held in dematerialized as on March 31 2017
CATEGORY
Promoters amp Person acting in concert
Public Financial Institution amp Govt Companies
Banks Financial Institutions Mutual Funds
Non Resident Indians
Bodies Corporate
Others ( Public )
Total
TOTAL NO
OF SHARES
5988768
Nil
Nil
6015
1100371
5099045
12194199
TO
EQUITY
4911
Nil
Nil
005
902
4182
100
CATEGORY NO OF SHARES OF TOTAL CAPITAL ISSUED
NSDL
CDSL
TOTAL
9524460 78106
2669739 21894
12194199 100
CORPORATE GOVERNANCE REPORT | 21
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 25: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/25.jpg)
COMPLIANCE WITH MANDATORY REQUIREMENTS
bull The Company has complied with all the mandatory requirements of Corporate Governance as on March 312017 and are in compliance with the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered with the Stock Exchanges or SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as applicable
bull A secretarial audit report for the year 2016-17 carried out by MS KPG amp Associates Company Secretaries annexed to the Directors Report and forms a part of the Annual Report
ADOPTION OF NON-MANDATORY REQUIREMENTS
I The Board
a The Company is headed by an Executive Chairman and
b All Independent Directors have adequate qualifications expertise and experience which enable them to contribute effectively to the management of the Company
II Shareholders Rights The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading Means of Communication of the Report on Corporate Governance and also posted on the website of the Company These results are not separately circulated to the shareholders
III Training to Board Members It is need based
IV Mechanism for evaluating non-executive Board Members Not yet adopted by the Company
V Whistle Blower Policy adopted by the Company
VI Modified opinion(s) in Audit Report There are no modified audit opinion(s) in the financial statements for the financial year 2015-16
OTHER INFORMATION
COMPANY REGISTRATION DETAILS
The Company is registered in the State of Delhi India The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L15319DL1985PLC021348
RECONCILIATION OF SHARE CAPITAL AUDIT
As stipulated by the Securities and Exchange Board of India a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors The audit inter alia confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL)
ANNUAL LISTING FEE TO STOCK EXCHANGES
The Company has paid Annual Listing Fee for the Financial Year 2017-18 to the respective Exchange
ANNUAL CUSTODIAL FEE TO DEPOSITORIES
The Company has paid Annual Custodial Fee for the Financial Year 2017-18 to NSDL and CDSL
REGISTRAR AND TRANSFER AGENT
Beetal Financial amp Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company Shareholders beneficial owners and depository participants (DPs) are requested to send deliver the documents correspondence relating to the Companys share transfer activity etc to Beetal Financial amp Computer Services (P) Ltd Registrar and Transfer Agent of the Company at the following addresses
Beetal Financial amp Computer Services (P) Ltd
Beetal House 3rd Floor
99 Near Dada Harsukh Das Mandir
New Delhi- 110006
wwwbeetalfinancialcom
E-MAIL ID FOR INVESTORS GRIEVANCES
The e-mail address for investor grievance is investorFocuslimitedin
The above exclusive e-mail ID is disclosed by the Company on its website and all the various materials correspondence publications and communication to the shareholders at large
ADDRESS FOR CORRESPONDENCE
Registered Office
FOCUS INDUSTRIAL RESOURCES LTD
104 Mukand House Commercial Complex
Azadpur Delhi 110033
DECLARATION ON CODE OF CONDUCT
This is to confirm that the board has laid down a Code of Conduct for all board members and senior management of the company The Code of Conduct has also been posted on the website of the company It is further confirmed that all directors and senior management personnel of the company have affirmed compliance with the Code of Conduct of the company for the year ended 31 March 2017 as envisaged in Schedule V under regulation 34(3) of the Listing Regulations
Place Delhi Dated September 01 2017
Sd-
(Pradeep Kumar Jindal)
Managing Director
DIN 00049715
22 | CORPORATE GOVERNANCE REPORT
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 26: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/26.jpg)
GREEN INITIATIVE IN CORPORATE GOVERNANCE
SAVE PAPER
SAVE TREES
SAVE THE EARTH
Many Shareholders have already asked for paperless annual reports Join them and save paper Just drop us an e-mail The Companies Act 2013 as a part of Green Initiative allows companies to go for paperless compliances by sending Notice Annual Report and other related documents by e-mail to its Shareholders Many of the Shareholders have registered their e-mail address and we thank them for the same Shareholders who have not registered their e-mail address so far may as a support to this initiative register their e-mail address by sending an e-mail to investorfocuslimitedin quoting their Name Folio No DP ID Client ID and e-mail address to be registered with us for enabling us to send documents in electronic form Also registering your e-mail address with us will ensure that we directly connect with you and no important communication from our side is missed by you as a Shareholder of the Company
23 | GREEN INITIATIVE
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 27: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/27.jpg)
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
UNDER REGULATION 17(8) of the SEBI (LODR) Regulation 2015
To
The Board of Directors
Focus Industrial Resources Limited
104Mukand House Commercial Complex
Azadpur Delhi-110 033
This is to certify that
(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
These statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards applicable
laws and regulations
(b) There are to the best of our knowledge and belief no transactions entered into by FIRL during the year which are fraudulent illegal or violation of the
Companys Code of Conduct
(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting We have disclosed to the Auditors and the Audit Committee deficiencies in the
design or operation of such internal controls if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies
(d) We have indicated to the Auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year
(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements and
(iii) Instances of significant fraud of which we have become aware and the involvement therein if any of the management or an employee having a
significant role in the Companys internal control system
May 30 2017Delhi
Sd-(PRADEEP KUMAR JINDAL)
Managing DirectorDIN 00049715
Sd-(PUNIT SETH)
Chief Financial Officer
To
The Members of Focus Industrial Resources Limited
We have examined the compliance of conditions of Corporate Governance by Focus Industrial Resources Limited (the Company) for the year ended as per Regulations 17-27 clauses (b) to (i) of Regulation 46(2) and paragraphs C D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations)
The compliance of conditions of Corporate Governance is the responsibility of the Management Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance It is neither an audit nor an expression of opinion on the financial statements of the company
We conducted our examination in accordance with the Guidance Note on Reports or Certificates for special purposes (Revised 2016) issued by the Institute of Chartered Accountants of India The Guidance Note requires that we comply with the ethical requirements of the code of Ethics issued by the Institute of Chartered Accountants of India We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1 Quality Control for Firms that Performs Audits and Reviews of Historical Financial Information and other Assurance and Related Services Engagements
In our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as specified in Regulations 17 to 27 clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C D and E of Schedule V of the Listing Regulations as applicable
We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or effectiveness with which the Management has conducted the affairs of the company
FOR SK SINGLA amp ASSOCIATES CHARTERED ACCOUNTANTS
Firm Regn No 005903NSd-
Date May 30 2017 (CA Vinod Kumar)Place Delhi (Partner)
MNo 096532
st31 March 2017
24 | AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
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![Page 28: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/28.jpg)
Report on the Financial Statements
We have audited the accompanying financial statements of Focus Industrial Resources Limited (ldquothe companyrdquo)which comprise the Balance Sheet as at 31 March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 (ldquothe Actrdquo) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit
We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error In making those risk assessments the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors as well as evaluating the overall presentation of the financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
staccepted in India of the state of affairs of the Company as at 31 March2017 its profitloss and its cash flows for the year ended on that date
Report on other Legal and Regulatory Requirements
1 As required by the Companies (Auditors Report) Order 2015(ldquothe Orderrdquo) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act we give in the Annexure ldquoArdquo a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable
2 As required by section 143(3) of the Act we report that
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account
d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014
e) On the basis of written representations received from the Directors as on taken on record by the Board of Directors none of the Directors is disqualified as on
from being appointed as a Director in terms of Section 164(2) of the Act
f) With respect to the adequacy of the internal financial controls over financing reporting of the company and the operating effectiveness of such controls refer to our separate report in ldquoAnnexure-Brdquo
g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014
i The Company does not have any pending litigations which would impact its financial position
ii The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses
iii There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
iv The company has provided requisite disclosures in its financial Statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 and these are in accordance with the books of accounts maintained by the company Refer to Note 27 to the financial Statements
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017st31 March
2017
SK Singla and Associates
The Members of Focus Industrial Resources Limited
INDEPENDENT AUDITORS REPORT | 25
INDEPENDENT AUDITORS REPORT
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
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![Page 29: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/29.jpg)
On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit we report that
i In respect of its fixed assets
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets
(b) As explained to us fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which in our opinion provides for physical verification of all the fixed assets at reasonable intervals According to the information and explanations given to us no material discrepancies were noticed on such verification
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company no immovable properties are owned by the company
ii (a) The inventory of shares in Demat account has been verified by the management during the year
(b) In our opinion and according to the information and explanations given to us the procedures followed by the management for such physical verification are reasonable and adequate in relation to the size of the company and the nature of its business
(c) In our opinion Company is maintaining proper records of inventory The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of accounts
iii According to the information and explanations given to us the Company granted any secured or unsecured loans to companies firms or other parties covered in the Register maintained under Section 189 of the Companies Act 2013 and therefore paragraph 3(iii) of the Order is applicable
iv In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of goods and services During the course of our Audit we have not observed any continuing failure to correct major weaknesses in internal control
v In our opinion and according to the information and explanations given to us The Company has not accepted deposits during the year and do not have any unclaimed deposits Therefore the provisions of the clause 3 (v) of the Order are not applicable to the company
vi The provisions of clause 3 (vi) of the Order are not applicable to the company as the respective entities are not covered by the Companies (Cost Records and Audit) Rules 2014
vii In respect of statutory dues
(a) According to the records of the company and information and explanations given to us the Company has generally been regular in depositing undisputed statutory dues including Provident Fund employees state insurance (ESI) Investor Education and Protection Fund Income-tax Tax deducted at sources Tax collected at source Professional Tax Sales Tax value added tax (VAT) Wealth Tax Service Tax Custom Duty Excise Duty
Education Cess and other material statutory dues applicable to it with the appropriate authorities
(b) According to the information and explanations given to us there were no undisputed amounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales tax VAT Cess and other material statutory dues in arrears were outstanding as at
for a period of more than six months from the date they became payable
(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund
viii The company does not have the accumulated losses at the end of financial year The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year
ix In our opinion and according to the information and explanations given to us the Company has not defaulted in the repayment of dues to financial institutions banks and debenture holders
x In our opinion and according to the information and the explanation given to us the company has not given any guarantee for loans taken by others from banks or financial institutions during the year Therefore the provisions of the clause 3(x) of the Order are not applicable to the company
xi The company has not obtained any term loan during the year so this para of order is not applicable
xii To the best of our knowledge and belief and according to the information and explanations given to us no fraud by the Company and no material fraud on the Company has been noticed or reported during the year
xiii According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards
xiv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year
xv According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him Accordingly paragraph 3(xv) of the Order is not applicable
xvi The Company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and it has obtained the registration
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
st31 March 2017
SK Singla and Associates
Annexure-A to the Independent Auditors Report
(Referred to in Paragraph 1under the heading ldquoReport on Other Legal and Regulatory Requirementsrdquo of our report of even stdate to the member of Focus Industrial Resource Limited on the accounts of the company for the year ended 31 March 2017)
26 | ANNEXURE TO THE AUDITORS REPORT
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
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![Page 30: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/30.jpg)
We have audited the internal financial controls over financial reporting of stFocus Industrial Resources Limited (ldquothe Companyrdquo) as of 31 March 2017
in conjunction with our audit of the financial statements of the Company for the year ended on that date
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to companys policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ldquoGuidance Noterdquo) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles A companys internal financial control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Annexure -B to the Independent Auditors Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013(ldquothe Actrdquo)
assets of the company
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the companys assets that could have a material effect on the financial statements
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate
Opinion
In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at
st31 March 2017 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
PARTNER
M No 096532
Place Delhi
Dated 30052017
SK Singla and Associates
ANNEXURE TO THE AUDITORS REPORT | 27
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 31: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/31.jpg)
To
The Board of Directors
Ms Focus Industrial Resources Ltd
Delhi
We have audited the attached Balance Sheet of Focus Industrial Resources Limited as on 31032017 and Profit amp Loss Account for the year
ended 31032017 annexed hereto and report that-
1 The Company has obtained the Certificate of Registration from the Reserve Bank of India under section 45-IA of RBI Act 1934 vide
Registration No 1401042 wef 10081998
2 The Board of Directors has passed a resolution for the non-acceptance of any public deposits
3 The Company has not accepted any public deposits during the relevant year
4 The Company has complied with the prudential norms relating to income recognition accounting standards assets classification and
provisioning for bad amp doubtful debts as applicable to it
For SK Singla and Associates
Chartered Accountants
(Firm Registration No 005903N)
Sd-
(CA Vinod Kumar Goyal)
Partner
(M No 096532)
Place New Delhi
Date 30052017
AUDITORS REPORT
28 | AUDITORS REPORT
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 32: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/32.jpg)
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I EQUITY AND LIABILITIES
A Shareholders Funds
(i) Share Capital 4 121941990 121941990
(ii) Reserves and Surplus 5 95672256 95356012 217614246 217298002
B Non-Current Liabilities
(i) Long-term Borrowings 6 60964910 56014790
(ii) Deferred Tax Liabilities (Net) 7 81021 31261
(iii) Other Long-term Liabilities - -
(iv) Long-term Provisions 8 780174 840000
61826105 56886051
C Current Liabilities
(i) Short-term Borrowings - -
(ii) Trade Payables 9 147231 139914
(iii) Other Current Liabilities 10 237278 250000
(iv) Short-term Provisions 11 2414424 2592466
2798933 2982380
282239284 277166433
II ASSETS
A Non-Current Assets
(i) Fixed Assets(a) Intangible Assets - -
(b) Tangible Assets 12 5340579 4041070
(ii) Non-Current Investments - -
(iii) Long-term Loans and Advances 13 266148142 269296000
(iv) Other Non-Current Assets 14 - -
271488721 273337070
B Current Assets
(i) Current Investments - -
(ii) Inventories 40399 281387
(iii) Trade Receivables 15 73933 8429
(iv) Cash and Bank Balances 16 5535595 840935
(v) Short-term Loans and Advances - - (vi) Other Current Assets 17 5100636 2698612
10750563 3829363
282239284 277166433
See accompanying Notes to the Financial Statements 1-31
FOCUS INDUSTRIAL RESOURCES LIMITEDstBalance Sheet as at 31 March 2017
BALANCE SHEET | 29
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
CIN L15319DL1985LC021348
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 33: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/33.jpg)
See accompanying Notes to the Financial Statements 1-31
stStatement of Profit amp Loss for the year ended 31 March 2017
(Figures in Rupees)
Year ended Year ended
Note No 31032017 31032016
I REVENUES
(a) Revenue from Operations 18 18484602 16500587
(b) Other Income 67345 529547
Total Revenues 18551947 17030134
II EXPENSES
(a) Purchases of Shares 19 - -
(b) Changes in Inventories 20 240989 850040
(c) Employee Benefits Expen1es 21 2686903 2717851
(d) Finance Costs 22 145417 715000
(e) Depreciation and Amortization 23 1098073 1297381
(f) Other Expenses 24 13931756 11287884
Total Expenses 18103139 16868156
III Profit (Loss) before Exceptional and Extraordinary items and Tax 448809 161978
Exceptional Items - -
IV Profit (Loss) before Extraordinary items and Tax 448809 161978
Extraordinary Items - -
V Profit before Tax 448809 161978
VI Tax Expenses 25
(a) Current Tax 88925 170000
(b) Deferred Tax 49760 (103347)
Profit (Loss) for the period from continuing Operations 310124 95325
Profit (Loss) for the period 310124 95325
VII Earnings per Equity ShareBasic 26 003 001
Diluted 003 001
30 | STATEMENT OF PROFIT amp LOSS
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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- Annual Report 2017 Focuspdf
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![Page 34: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/34.jpg)
(Figures in Rupees)
Year ended Year ended
31032017 31032016
A CASH FLOW FROM OPERATING ACTIVITIES
Profit before Extra Ordinary items Tax 448809 161978Adjustment for Depreciation and Amortization Expenses 1098073 1297381Impairment Loss (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions Depreciation on Standard assets and Investments (231748) 92000Unrealised Foreign Exchange (Gain) Loss (Net) - -Loss (Gain) on Derivative transactions (Net) - -Investing Activities (Net) - -Operating profit before working capital changes 1315134 1551359Changes in working Capital
Inventories 240988 850040Trade and other Receivables (2467528) (260627)Trade and other Payables (5405) 364108
Cash generation from Operation (916811) 2504880Payment of Direct Taxes 88925 -Net Cash generated (used) - Operating Activities (1005736) 2504880
B CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (2500200) (101600)Sale of Fixed Assets 102618 2426415Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments - -Proceeds Repayment of Loans to Body Corporate (Net) 3147858 (20072732)Interest Received - -Dividend Received - -Net Cash Generated (Used) - Investing Activities 750276 (17747917)
C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - -Proceeds from Long-term Borrowings 4950120 10465799Repayment of Long-term Borrowings - -Proceeds Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - - Hire Purchase Finance taken - - Net Cash Generated (Used) - Financing Activities 4950120 10465799
Net Increase (Decrease) in Cash and Cash Equivalents (A+B+C) 4694660 (4777238)Add Opening Cash and Cash Equivalents 840935 5618174Closing Cash and Cash Equivalents 5535595 840936
stCash Flow Statement for the year ended 31 March 2017
CASH FLOW STATEMENT | 31
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
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![Page 35: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/35.jpg)
1 BACKGROUND
Focus industrial Resources Limited (the Company) is registered as a Non-Banking Financial Company (NBFC) AS defined under section 45-IA of the Reserve Bank of India Act 1934 The company is principally engaged in lending and investing activities
2 SIGNIFICANT ACCOUNTING POLICIES
A BASIC OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting unless otherwise stated and comply with the accounting standard referred to in Section 133 of the Companies Act 2013 read with Rule 7 of Company (Accounts) Rules 2014 to the extent applicable
The company complies in all material respects with the prudential norms relating to income recognition asset classification and provisioning for bad and doubtful debts and other matters specified in the directions issued by the Reserve Bank of India in terms of Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 2007 as applicable to it
B USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period Difference between the actual results and estimates are recognized in the period in which the results are known materialized
C REVENUE RECOGNITIONi) Interest Income
Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non-performing assets (NPAs) where is recognized upon realization
ii) Dividend incomeDividend income is recognized when the right to received payment is established
iii) Income from investmentsProfit earned from sale of securities is recognized on trade date basis The cost of securities is computed based on weighted average basis
iv) Discount on investmentsThe Difference between the acquisition cost and face value of debt instruments are recognized as interest income over the tenor of the instrument on straight line basis
v) Loan processing fee incomeLoan processing fee income is recognized as and when it becomes due
vi) Management fee incomeManagement fee income toward support services is accounted as and when it becomes due on contractual terms with the parties
D FIXED ASSETS
Fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss if any Cost includes all expenses incidental to the acquisition of the fixed assets
E DEPRECIATION
Depreciation on straight method over the useful life of assets
F IMPAIRMENT OF ASSETS
The company assesses at each balance sheet date whether there is any indication that an asset may be impaired if any such indication exists The company estimates the recoverable amount of the asset If such recoverable amount of the asset is less that the carrying amount The carrying amount is reduced to its recoverable amount The reduction is treated as an impairment loss and is recognized in the statement of profit and loss if at the balance sheet date there is an indication that a previously assessed impairment loss no longer exits the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost
G INVESTMENTS
Investments are classified as long term or current based on intention of the management at the time of purchase Current investments are valued scrip wise at cost or fair value whichever is lower
H REPOSSESSED ASSETS
Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower The difference between the outstanding loan amount and the market value is charged
to statement of profit and loss in the year of repossession of assets
I LOAN ORIGINATIONACQUITION COST
All direct cost incurred for the origination is amortized over the average tenure of the loan
J SECURITY OF LOAN GIVEN
Housing loansloans against property granted are secured by equitable registered mortgage of property and or undertaking to create secured loans are secured against the hypothecation of respective assets
K BORROWING COST
Borrowing cost which are directly attributable to the acquisitionconstruction of fixed assets till the time assets are ready for intended use are capitalized as part of the cost of the assets Other borrowing costs are recognized as expenses in the year in which they are incurred Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing
L EARNING PER SHARE
The basic earning per shares is computed by dividing the net profitloss attributable to the equity shareholders for the period by the weighted average number of equity shares outstanding during the reported year Diluted earnings per share reflect the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year Diluted earnings per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year In computing dilutive earning per share only potential equity shares that are dilutive and that reduce profitincrease loss per share are included
M PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS
NPA includes loans and advances receivable are identified as baddoubt full bases on the duration of the delinquency The duration is set at appropriate levels for each product NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India
N PROVISION FOR STANDARD ASSETS
Provisions for standard assets are made as per the reserve bank of India notification DNBSPDCC NO 207030220022010-11 dated January 17 2011
O TAXATION
i) Current Tax
Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act 1961 Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future
ii) Deferred Tax
The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws Deferred tax assets are recognized only if there is virtual certainty or realization of such assets Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably virtual certain (as the case may be) to be realized
st3 During the year effective from 1 April 2016 the Company has revised estimated useful life of all of its fixed assets as per the Schedule II of the Companies Act 2013 Based on current estimates of assets whose useful life has already been exhausted as on 01042016 has been adjusted and there not been any change in the useful life of the fixed assets
The financial statement for the period ended March 31 2017 had been prepared as per the Schedule III to the Companies Act 2013 Consequent to the notification to the Schedule III under the Companies Act 2013 the financial statement for the period ended March 31 2017 have been prepared as per Schedule III Accordingly the previous years figures do not impact recognition and measurement principle followed for preparation of financial statement
For
Chartered Accountants
Firm Regn No 005903NSd-
(CA Vinod Kumar Goyal)
Place Delhi PARTNER
Dated 30052017 M No 096532
SK Singla and Associates
Notes to Financial Statements as at March 31 2017
32 | NOTES TO FINANCIAL STATEMENTS
FOCUS INDUSTRIAL RESOURCES LIMITEDCIN L15319DL1985LC021348
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 36: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/36.jpg)
(Figures in Rupees)
As at As at
4 SHARE CAPITAL 31032017 31032016
A Authorized Issued Subscribed and Paid-up Share Capital
Authorized
12500000 Equity Shares of Rs 10- each 125000000 125000000
125000000 125000000
Issued
12194199 Equity Shares of Rs 10- each 121941990 121941990
121941990 121941990
Subscribed and Paid-up
12194199 Equity Shares of Rs 10- each fully paid-up 121941990 121941990
121941990 121941990
B Reconciliation of Shares outstanding at the beginning and at the end of year are given below
2016-17 2015-16
Numbers Amount Numbers Amount
Equity Shares outstanding at the beginning of the year 12194199 121941990 12194199 121941990
Add Bonus Shares Issued during the year - - - -
Add Allotted due to Amalgamation - - - -
Equity Shares outstanding at the end of the year 12194199 121941990 12194199 121941990
(a) Detail of Equity Shares of ` 10- each fully paid-up issued allotted during the year 2016-17 2015-16
i Number of Equity Shares issued and allotted against exercise of Bonus Issue - -
ii Number of Equity Shares issued against amalgamation - -
- -
C Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below
As at 31032017 As at 31032016
Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding
Archit Jindal 1210000 992 605000 496
Renu Jain 744364 610 744364 610
SK Jain 802204 658 802204 658
Mamta Jindal 1051133 862 610700 501
Pradeep Kumar Jindal amp Sons (HUF) 967924 794 967924 794
D Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below
Year ended
3312017 3312016 3312015 3312014 3312013
Equity Shares
Fully paid up pursuant to contract without
payment being received in cash (a)
Fully paid up by way of bonus shares - - - - 8129466
Fully paid up by way of Amalgamation - - - - -
(Figures in Rupees)
As at As at
5 RESERVES AND SURPLUS 31032017 31032016
Reserves and Surplus consist of the following
Special Reserve us 45-IC of RBI Act 1934 2158697 2096672
Securities Premium Account 81294660 81294660
General Reserve 3604666 3604666
87058023 86995998
Surplus ie balance in Statement of Profit and Loss - (b) 8614233 8360014
95672256 95356012
(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under
(Figures in Rupees)
As at As at
31032016 Additions Deductions 31032017
Special Reserve us 45-IC of RBI Act 1934 2096672 62025 - 2158697
Securities Premium Account 81294660 - - 81294660
Profit amp Loss AC 8360014 316244 62025 8614233
General Reserve 3604666 - - 3604666
95356012 378269 62025 95672256
NOTES TO FINANCIAL STATEMENTS | 33
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 37: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/37.jpg)
(b) Allocations and appropriations in Surplus ie balance in Statement of Profit and Loss are as under (Figures in Rupees)
As at As at 31032017 31032016
Opening Balance 8464554 8369230Add Profit for the period after Provision for Current Year Income Tax amp Deffered Tax 310124 95324
8774678 8464554Less Transfer to Special Reserve us 45-IC of RBI Act 1934 62025 -Closing Balance 8712653 8464554
6 LONG TERM BORROWINGS(Figures in Rupees)
As at As atSecured 31032017 31032016Term LoansFrom Banks - -
ICICI Audi Car Loan - -Volkswagen Finance (P) Ltd(AUDI) 967285 1672790
967285 1672790UnsecuredInter Corporate Deposits
From Others 59997625 5434200059997625 5434200060964910 56014790
(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates(b) Nature of security for secured borrowings are Motor Cars
(Figures in Rupees)As at As at
7 DEFERRED TAX LIABILITIES (NET) 31032017 31032016Major components of Deferred Tax arising on account of temporary timing differences are given belowDeferred Tax Liabilities Opening Balance 31261 134608
Add Provision for Current Year Deffered Liability 49760 (103347)Deferred Tax Liability (Net) 81021 31261
(Figures in Rupees)As at As at
8 LONG-TERM PROVISIONS 31032017 31032016Long-term Provisions consist of the followingProvision for Standard Assets 667120 673240Other Provisions 113054 166760
780174 840000
(Figures in Rupees)As at As at
9 TRADE PAYABLE 31032017 31032016Trade Payable consist of the followingTrade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 147231 139914
147231 139914
(Figures in Rupees)As at As at
10 OTHER CURRENT LIABILITIES 31032017 31032016Other Current Liabilities consist of the following Statutory dues Payables 66825 37512Other Liabilities
Audit Fees Payable 29775 29775Audi Car Loan Payable 69953 182713Salaries Payable 70725 -
237278 250000
34 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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![Page 38: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/38.jpg)
(Figures in Rupees)
As at As at
11 SHORT-TERM PROVISIONS 31032017 31032016Short-term Provisions consist of the followingProvision for Current Tax 2013 1612985 1612985Provision for Current Tax 2014 226716 226716Provision for Current Tax 2015 315798 315798Provision for Current Tax 2016 170000 170000Other Provision 88925 266967
2414424 2592466
12 FIXED ASSETS - DEPRECIATION CHART AS PER COMPANIES ACT 2013
(Figures in Rupees)
As at As at
13 LONG-TERM LOANS AND ADVANCES 31032017 31032016Long-term Loans and Advances consist of the followingInter corporate loans advances and depositsSecured Considered Good - -Unsecured Considered Good 146369531 162565089Other loans and advances Secured Considered Good - - Unsecured Considered Good 119778611 106730911
266148142 269296000
(Figures in Rupees)
As at As at
14 OTHER NON-CURRENT ASSETS 31032017 31032016Other non-current Assets consist of the followingUnamortized Expenses - -
- -
NOTES TO FINANCIAL STATEMENTS | 35
Tangible Assets
1 Computer 3 Years 786684 364000 786684 364000 765568 78102 770720 72950 291050 21116
2 Vehicles (Cars) 8 Years 8167541 - - 8167541 4428501 784761 - 5213262 2954279 3739040
3 Motor Cycle 10 Years 129169 - - 129169 46937 12271 - 59208 69961 82232
4 Photo Copier 8 Years 57000 - 57000 - 56999 - 56999 - - 1
5 Air Conditioner 10 Years 96000 330000 96000 330000 81670 42721 84710 39681 290319 14330
6 Security System 5 Years 145782 322000 145782 322000 118796 43852 123929 38719 283281 26986
7 Telephone 5 Years 97000 130000 97000 130000 48683 24849 57900 15632 114368 48317
8 Refrigerator 5 Years 10300 72000 10300 72000 5738 9637 6717 8658 63342 4562
9 Microwave 5 Years 6500 17000 6500 17000 3279 2661 3896 2044 14956 3221
10 Water Purifier 5 Years 22000 37500 22000 37500 12787 6599 14877 4509 32991 9213
11 LED 5 Years 101600 946700 1100 1047200 9548 66467 - 76015 971185 92052
12 Electrical Fittings 5 Years - 179000 - 179000 - 10762 - 10762 168238 -
13 Fan 5 Years - 36000 - 36000 - 2164 - 2164 33836 -
14 Printer 5 Years - 66000 - 66000 - 13227 - 13227 52773 -
TOTAL 9619576 2500200 1222366 10897410 5578506 1098073 1119748 5556831 5340579 4041070 (Previous Year) 11944391 101600 2426415 9619576 4281125 1297381 - 5578506 4041070 7663266
SNo
PARTICULARS As at01042016
As at31032017
As at01042016
Forthe Year
As at31032017
SLM as on
3132017
SLM as on
3132016
DeductionAdjustment
Soldduring
the year
AdditionDuring
the Year
GROSS BLOCK DEPRECIATION NET BLOCK
Rate Useful Life
(Figures in Rupees)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
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![Page 39: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/39.jpg)
(Figures in Rupees)
As at As at
15 TRADE RECEIVABLE 31032017 31032016Trade Receivables consist of the followingOutstanding for a period exceeding six months (from the due date)Unsecured Considered Good - -Outstanding for a period less than six months Unsecured Considered Good 73933 8429
73933 8429
(Figures in Rupees)
As at As at
16 CASH AND BANK BALANCES 31032017 31032016Cash and Bank Balances consist of the followingCash and Cash EquivalentsBalance with Banks Current Accounts
Andhra Bank 3271 860579 32419Andhra Bank 0414 7223 4635Corporation Bank - -Union Bank of India 5186 5186Cash on hand 4662607 798694
5535595 840935
(Figures in Rupees)
As at As at17 OTHER CURRENT ASSETS 31032017 31032016
Other Current Assets consist of the followingTax Deducted at Source 2013 653540 653540Tax Deducted at Source 2014 742038 742038Tax Deducted at Source 2015 779749 779749Tax Deducted at Source 2016 1349334 523285Tax Deducted at Source 2017 1575975 -
5100636 2698612
(Figures in Rupees)
Year ended Year ended18 REVENUE FROM OPERATIONS 31032017 31032016
Revenue from Operations consist of the followingSale of shares 57535 518403Interest 18484602 16500587Dividend 1260 11144GainLoss on FO 8550 -Net Revenue from Operations 18551947 17030134
No of Shares (Figures in Rupees)
19 PURCHASE OF SHARES Year ended Year ended Year ended Year ended
Name of Scripts 31032017 31032016 31032017 31032016
- - - -
- - - -
36 | NOTES TO FINANCIAL STATEMENTS
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
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- Page 2
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![Page 40: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/40.jpg)
(Figures in Rupees)
Year ended Year ended
20 CHANGES IN INVENTORIES 31032017 31032016Changes in Inventories consist of the following Opening InventoriesStock of shares 281388 1131427Less Closing InventoriesStock of shares 40399 281387
240989 850040
(Figures in Rupees)
Year ended Year ended
21 EMPLOYEE BENEFIT EXPENSES 31032017 31032016Employee Benefits Expenses consist of the followingSalaries and Wages 1731862 1845917Bonus 124000 124000Employee Welfare 831041 747934
2686903 2717851
(Figures in Rupees)
Year ended Year ended
22 FINANCE COSTS 31032017 31032016Finance Costs consist of the followingInterest Expenses 137873 340612Bank charges 7545 82455Other charges - 291933
145417 715000
(Figures in Rupees)
Year ended Year ended
23 DEPRECIATION AND AMORTIZATION EXPENSES 31032017 31032016Depreciation on Fixed Assets 1098073 1297381
1098073 1297381
(Figures in Rupees)
Year ended Year ended
24 OTHER EXPENSES 31032017 31032016Other Expenses consist of the following
Other Expenses consist of the following(Gain)Loss on F amp O - 770572 AGM Expenses 25948 115343 Advertisement Expenses 403349 299871 Auditors Remuneration - (a) 29775 29775 Business Promotion 3274074 1231257 Car Insurance 76510 117608 Commission 500000 - Demat Charges 856 2284 Books and Periodicals Expenses 70926 30416 Electricity 628431 447187 Legal and Professional Charges 39600 49094 Listing and Connectivity Charges 404352 73996 Miscellaneous Expenses 2032 1927972 Petrol 984364 690121 Postage amp Telephone 850573 1081186 Printing and Stationery 791578 462816 ROC Fees 34800 16200 Repair and Maintenance 3350823 2297419 Office Rent 180000 180000 Travelling and Conveyance 2283765 1464767
13931756 11287884(a) Details of Auditors Remuneration are as follows
Statutory Auditors Audit Fees 22472 22472Tax Audit Fees 7303 7303
29775 29775
NOTES TO FINANCIAL STATEMENTS | 37
(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
- Page 12
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(Figures in Rupees)
Year ended Year ended
25 TAX EXPENSES 31032017 31032016Current Tax Current Tax for the year 88925 170000
88925 170000Deferred Tax Deferred Tax for the year 49760 (103347)
49760 (103347)
(Figures in Rupees)
Year ended Year ended
26 EARNING PER SHARE (EPS) 31032017 31032016Profit (Loss) for the period (Rupees) 310124 95324
Weighted average number of shares used in the calculation of EPS (No of Shares)Weighted average number of Basic Equity Shares outstanding 12194199 12194199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12194199 12194199
Face value of per share 10 10Basic EPS 003 001Diluted EPS 003 001
27 DISCLOSURE ON SPECIFIED BANK NOTES
During the year the Company had Specified Bank Notes (SBNs) or other denomination notes as defined in the MCA notification GSR 308 (E) dated March 31 2017 The details of SBNs held and transacted during the period from November 8 2016 to December 30 2016 the denomination-wise SBNs and other notes as per the notification are as follows
As per report of even date attached For and on Behalf of the Board For MM Goyal amp Co For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-007198N Sd- Sd- Sd- Sd- Sd-(CA MM Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 86085 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052016
Particulars SBNs Other Denomination notes Total
Closing cash in hand as on 08-11-2016 310850000 420898000 731748000
Add Permitted receipts - 35000000 35000000
Less Permitted payments - 203025300 203025300
Less Amount deposited in Banks 310850000 - 310850000
Closing cash in hand as on 31-12-2016 - 252872700 252872700
28 SEGMENT REPORTING
(a) As per companys business activities falls within single segment viz loans amp investments the disclosure requirement of Accounting standard 17
Segment Reporting issued by the Institute of Chartered Accountants of India amp the geographical is in India
29 Information related to Micro Small and Medium Enterprises as defined in the Micro Small and Medium Enterprises Development Act 2006 (MSME
Development Act) There is no due to small scale industrial undertaking which are required to be disclosed as per schedule III to the Comapnies Act201330 RELATED PARTY DISCLOSURES
Details of disclosures as required by Accounting Standard (AS)- 18 on Related Party Disclosure are as under-a) Names of related parties and description of relationship
Key Management PersonnelSh Pradeep Kumar Jindal Chairman cum Managing DirectorMrs Silky Kapoor Company SecretaryPunit Seth Chief Financial Officer
b) Related party transactionsName Nature Closing BalanceArgent Finvest (P) Ltd Advance Accepted Rs 33778000- Wachovia Marketing (P) Ltd Advance Accepted Rs 16501000- Multicube Distributors Limited Advance Given Rs 500000- Pawansut Holdings Limited Advance Given Rs 908000- Aanchal Contractors (P) Ltd Advance Accepted Rs 840000- Nanon Distributors (P) Ltd Advance Accepted Rs 1898625- Sawera Housing amp Construction (P) Ltd Advance Accepted Rs 6980000-
38 | NOTES TO FINANCIAL STATEMENTS
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
- Page 6
- Page 7
- Page 8
- Page 9
- Page 10
- Page 11
- Page 12
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![Page 42: FOCUS IN DUSTRIAL Focus Industrid Resources Limited ...The financial performance of your Company for the year ended 31. st March, 2017 is summarised bel ow: STATE OF THE COMPANY AFFAIRS/CHANGES](https://reader034.vdocuments.us/reader034/viewer/2022042310/5ed7b4687345ab4973421e60/html5/thumbnails/42.jpg)
NOTE 31
Disclosure of details as required by para 13 of Non- Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions
2007)
Amount AmountPARTICULARS Outstanding Overdue
Rupees Rupees
Liabilities Side
(i) Loans and advances availed by the NBFC inclusive of
Interest accrued thereon but not paid
(a) Debentures Secured NIL NIL
Unsecured
(Other than falling within the
meaning of public deposits)
(b) Deferred Credits NIL NIL
(c) Term Loans NIL NIL
(d) Inter-corporate loans and borrowing
(e) Commercial paper NIL NIL
(f) Public Deposits NIL NIL
(g) Other Loans (Specify nature) NIL NIL
(2) Break-up of (1) (f) above NIL NIL
(outstanding public deposit inclusive of Interest
Accrued thereon but not paid)
Assets Side Amount Outstanding
(3) Break-up of Loans and Advances
[other than those includes in (4) below]
(a) Secured ---
(b) Unsecured
(4) Break-up of leased Assets and stock on hire and hypothecation NIL
Loans counting towards ELHP activities
(5) Break-up of Investments
Current Investments NIL
Long Term investments
(a) Quoted NIL
(b) Unquoted
(1) Shares NIL
(i) Equity
(6) Borrower group-wise classification
Loans and Advances
Category Amount (in Rs)
Provisions
Secured Unsecured Total
Related parties --- --- ---
Other than related parties --- 266148142 266148142
6 09 64910 5 60 14790
266148142
NOTES TO FINANCIAL STATEMENTS | 39
(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
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(7) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
Category Market value Break-up Book value (net Or fair value or NAV Of provisions)
1 Related Parties(a) Subsidiaries NIL(b) Companies in the same group(c) Other related parties
2 Other than related parties NIL
Total NIL
(8) Other Information
Particulars Amount (in Rs)
(i) Gross Non-performing assets(a) Related parties NIL(b) Other than related parties
(ii) Net Non-performing Assets(a) Related Parties NIL(b) Other than related parties
iii) Assets acquired in satisfaction of debt NIL
As per report of even date attached for and on Behalf of the Board For SKSINGLA amp ASSOCIATES For Focus Industrial Resources LimitedCHARTERED ACCOUNTANTSFRN-005903N Sd- Sd- Sd- Sd- Sd-(CA Vinod Kumar Goyal) (Pradeep Kumar Jindal) (Mamta Jindal) (Silky Kapoor) (Punit Seth) Partner Managing Director Director Company Secretary Chief Financial OfficerM No 096532 DIN 00049715 DIN 00085096 M NO 6668Place DelhiDated 30052017
40 | NOTES TO FINANCIAL STATEMENTS
LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
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LOCATION MAP OF SHALIMAR BAGH CLUB
ALL HEAVENRESTAURNT RICHI RICH
RING ROAD
AJ-BLOCK
HDFC BANK
DDA PARK
JHULELALMANDIR
EVER BAKE DAV SCHOOL
MODERNSCHOOL
CLUB ROAD
SHALIMAR BAGHCLUB
PARK ampSHOPMALL
GOODLEYPUBLICSCHOOL
FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
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FOCUS INDUSTRIAL RESOURCES LIMITED
CIN L15319DL1985PLC021348Regd Off 104 Mukand House Commercial Complex Azadpur Delhi-110 033
Ph 011-27673522 47039000 Fax 011-26766399
Website wwwfocuslimitedin
GROW WITH US
- Annual Report 2017 Focuspdf
-
- Page 1
- Page 2
- Page 3
- Page 4
- Page 5
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