Focus Industrial Res Director Report

Dear Members,



Your Directors have pleasure in presenting their 30th Annual Report on

the business and operations of the Company and the accounts for the

financial year ended March 31st, 2015.



FINANCIAL RESULTS



The financial performance of your Company for the year ended 31st

March, 2015 is summarised below:



PARTICULARS 2014-2015 2014-2013



Operating Income 10,656,901 .00 10,073,015.00



Other Income 0 0



Total Income 10,656,901 .00 10,073,015.00



Less: Total Expenses 10,475,162.00 8,740,641.00



Profit/(loss) before



Depreciation & Taxes 23,62,660.00 23,41,996.00



Less: Depreciation 21,80,921.00 10,096,22.00



Less: Current tax 3,15,798.00 2,26,716.00



Less: Deferred Tax (2,61,175.00) 1,84,987.00



Profit/(Loss) for the year 1,27,116.00 9,20,671.00



STATE OF THE COMPANY AFFAIRS/CHANGES IN THE NATURE OF BUSINESS, IF ANY



During the year under review, your Company''s profit before tax is Rs.

1,81,739/- and registered a Net Profit of Rs. 1, 27,116 /-. 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 to retain and plough

back the profits into the business of the Company, thus no dividend is

being recommended for this year. RESERVE



A sum of Rs. 25,423/- has been transferred to the Special Reserve of

the Company. This reaffirms the inherent financial strength of your

Company.



SHARE CAPITAL



The paid up Equity Share Capital as on March 31, 2015 was Rs.

121,941,990/-. During the year under review, the Company has not issued

shares under Private Placement/Preferential Allotment/Right

Issue/Employee Stock Option Scheme nor sweat equity.



EXTRACT OF ANNUAL RETURN



The details forming part of the extract of the Annual Return in form

MGT 9 in accordance with Section 92(3) of the Companies Act, 2013 read

with the Companies (Management and Administration) Rules, 2014, is

annexed to this report as "Annexure-A".



NUMBER OF BOARD MEETINGS



The Board of Directors met Eight (8) times in the year 2014 - 2015.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 2014-15.



EXPLANATION OF AUDITOR''S 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



No other material changes and commitments affecting the Financial

position of the Company have occurred between April 1, 2014 and the

date on which this Report has been signed.



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.



Export Activities: There was no export activity in the Company during

the year under review. The Company is not planning any export in the

near future as well.



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 Legal/Regulatory.



In accordance with the requirements of the Companies Act, 2013 and

Listing Agreement 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.



DIRECTORS & KEY MANAGERIAL PERSONNEL



In accordance with the Articles of Association of the Company and the

Companies Act, 2013, Mr. S. K. Dash (DIN: 02154069) , Director is

retiring by rotation at the ensuing Annual General

Meeting and being eligible, offers himself for re-appointment.



Apart from the above, Company in their Board meeting held on November

14, 2014 took note on the appointment of Mr. Pradeep Kumar Jindal

(Managing Director), Ms. Silky Kapoor (Company Secretary) and Mr. Punit

Seth (CFO) as Key Managerial Persons of the Company as per the

requirement of Section 203 of Companies Act, 2013.



Your Directors recommend the appointment of the above Director at the

ensuing Annual General Meeting.



SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS



There are no significant material orders passed by the Regulators /

Courts which would impact the going concern status of the Company and

its future operations.



INTERNAL CONTROL SYSTEMS



The Company''s internal control systems are audited by Ms. Veena Gupta.

The Internal Auditor independently evaluates the adequacy of internal

controls and reviews major transactions. The Internal Auditor reports

directly to the Audit Committee to ensure complete independence.



PUBLIC DEPOSIT



Your Company did not accept any deposits from public in term of the

provisions of section 73 of the Companies Act, 2013 and to this effect

an undertaking is given to the Reserve Bank of



DECLARATION ON INDEPENDENT DIRECTORS



The Board of Directors declare that the Independent Directors Mr. Ashok

Kumar Gupta and Ms. Madhvi Bhatnagar are :



(a) in the opinion of the Board, are persons of integrity and possesses

relevant expertise and experience;



(b) (i) who were or were not a promoter of the Company or its holding,

subsidiary or associate Company



(ii) who are not related to promoters or directors in the Company, its

holding, subsidiary or associate Company;



(c) Who have or had no pecuniary relationship with the Company, its

holding, subsidiary or associate Company or their promoters or

directors, during the two immediately preceding financial years or

during the current financial year;



(d) None of whose relatives has or had pecuniary relationship or

transaction with the Company, its holding, subsidiary or associate

Company or their promoters, or directors, amounting to two percent or

more of its gross turnover of total income or fifty lakh rupees or such

higher amount as may be prescribed, whichever is lower, during the two

immediately preceding financial years or during the current financial



(e) Who, either himself or any of his relatives -



(i) holds or has held the position of a key managerial personnel or is

or has been employee of the Company or its holding, subsidiary or

associate Company in any of the three financial year immediately

preceding the financial year in which he is proposed to be appointed;



(ii) is or has been an employee or propriety or a partner, in any of

the three financial years immediately preceding the financial year in

which he is proposed to be appointed, of -



(A) a firm of auditors or Company secretaries in practice or cost

auditors or the Company or its holding, subsidiary or associate

Company; or



(B) any legal or a consulting firm that has or had any transaction with

the Company, its holding, subsidiary or associate Company amounting to

ten percent or more of the gross turnover of such firm;



(iii) holds together with his relative two per cent, or more of the

total voting power of the Company; or



(iv) is a Chief Executive or director, by whatever name called, of any

nonprofit organization that receives twenty-five percent or more of its

receipts from the Company, any of its promoters, directors or its

holding, subsidiary or associate Company or that holds two per cent or

more of the total voting power of the Company;



(f) who possesses such other qualification as may be prescribed.



SECRETARIAL AUDITOR



Pursuant to the provisions of Section 204, read with Rule 9 of

Companies (Appointment & Remuneration of Managerial personnel) Rules

2014, of the Companies Act, 2013 has appointed Mr. Ankit Agarwal,

Company Secretary in Practice, as the Secretarial Auditor of the

Company to undertake the Secretarial Audit for the financial year

2014-15. The Practicing Company Secretary has submitted his Report on

the secretarial audit conducted by him which is annexed to this Board''s

Report.



AUDIT COMMITTEE



The Audit Committee met Six (6) times in the year 2014 - 2015.The role,

terms of reference, authority and powers of the Audit Committee are in

conformity with Section 177 of the Companies Act, 2013. The details of

which are given in the Corporate Governance Report. The Committee met

periodically during the year and had discussions with the auditors on

internal control systems and internal audit report.



PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS



The Nomination and Remuneration Committee has laid down the criteria

for performance evaluation of the individual Directors and the Board.



The framework of performance evaluation of the Independent Directors

captures the following points:



A) Key attributes of the Independent Directors that justify his / her

extension / continuation on the Board of the Company;



B) Participation of the Directors in the Board proceedings and his /

her effectiveness;



The evaluation was carried out by means of the replies given /

observations made by all the Independent Directors on the set of

questions developed by them which brought out the key attributes of the

Directors, quality of interactions among them and its effectiveness.



NOMINATION AND REMUNERATION COMMITTEE



During the year Company has changed the name of the Committee as

"Nomination and Remuneration Committee" from "Remuneration Committee"

in the meeting of the board of Directors held on September 05, 2014.



The Nomination and Remuneration Committee met Four (4) times in the

year 2014 - 2015. The details of the Nomination and Remuneration

Committee and the attendance of its members are provided in the

Corporate Governance Report.



SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE



The Shareholders / Investors Grievance Committee met Four (4) times in

the year 2014 - 2015. The details of the Shareholders / Investors

Grievance Committee and the attendance of its members are provided in

the Corporate Governance Report.



VIGIL MECHANISM



The Company already has put in place a policy prohibiting managerial

personnel from taking adverse personnel action against employees

disclosing in good faith, alleged wrongful conduct on matters of public

concern involving violation of any law, mismanagement, misappropriation

of public funds, among others.



Employees aware of any alleged wrongful conduct are encouraged to make

a disclosure to the Audit Committee.



No personnel of the Company were denied access to the Audit Committee.



CORPORATE GOVERNANCE



The report on Corporate Governance together with the Auditor''s

Certificate regarding the Compliance of conditions of Corporate

Governance as stipulated in Clause 49 of the Listing Agreement is

annexed and forms part of this Annual Report.



The Company is committed to maintain the highest standards of corporate

governance and adhere to the corporate governance requirements set out

by SEBI. The Company has also implemented several best corporate

governance practices.



The Report on Corporate Governance as stipulated under Clause 49 of the

Listing Agreement forms part of the Annual Report.



The requisite certificate from the Auditors of the Company confirming

compliance with the conditions of corporate governance as stipulated

under the aforesaid Clause 49, is attached to the Report on corporate

governance.



REMUNERATION POLICY



The Board has, on the recommendation of the Nomination & Remuneration

Committee framed a policy for selection and appointment of Directors,

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

employee''s 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 "Annexure - B"

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



The term of office of M/s M.M. Goyal & Co., (Firm Registration No.

007198N), as Statutory Auditors of the Company will expire with the

conclusion of forthcoming Annual General Meeting of the Company and are

eligible for re-appointment. The Company has received confirmation that

their appointment, if made, will be within the limits prescribed under

Section 139 of the Companies Act, 2013.



The Directors recommend that M/s M.M. Goyal & Co., (Firm Registration

No. 007198N), Chartered Accountants be appointed as the Company''s

auditors to hold office until the conclusion of the next Annual

General Meeting.



M/s M.M. Goyal & Co., (Firm Registration No. 007198N), over many years,

have successfully met the challenge that the size and scale of the

Company''s operations pose for auditors and have maintained the highest

level of governance, rigour and quality in their audit. The Board place

on record its appreciation for the services rendered by M/s M.M. Goyal

& Co., (Firm Registration No. 007198N) as the Statutory Auditors of the

Company.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT



Management Discussion and Analysis Report for the year under review, as

stipulated under Clause 49 of the Listing Agreement with the Stock

Exchanges, annexed to this Directors'' Report, provides a more detailed

review of the operating performance.



FIXED DEPOSITS



The Company has not accepted any fixed deposits and, as such, no amount

of principal or interest was outstanding as of the date of the Balance

Sheet.



LISTINGS



The equity shares of the Company are listed on BSE Ltd. and The

Calcutta Stock Exchange Association Limited, to which your Company has

paid the Listing Fees.



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



Your Company is complying with all the guidelines of the Reserve Bank

of India for Non Banking Finance Company. In terms of Para 13 of the

NBFC Regulations, the particulars as applicable to the Company are

appended to the Balance Sheet.



POLICIES OF THE COMPANY



Your Company has posted the following documents on its website

www.focuslimited.in:



1. Code of Conduct



2. Whistle Blower Policy/ Vigil Mechanism Policy



3. Fair Practice Code as per RBI Norms.



THE RBI NORMS AND ACCOUNTING STANDARDS



To comply with RBI directions, your Company has closed its accounts for

the full year ending March 2015, 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 as per Clause 55 of the Listing

Agreement with the Stock Exchanges, detailing the various initiatives

of the Company forms part of this Report.



DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013



The Company has only 3 women employees. So The Company has not fall in

requirements of the Sexual Harassment of Women at the Workplace

(prevention, Prohibition & Redressal) Act, 2013. No employees

(permanent, contractual, temporary, trainees) are covered under this

policy.



ACKNOWLEDGEMENTS



Your Directors thank the various Central and State Government

Departments, Organizations and Agencies for the continued help and

co-operation extended by them. The Directors also gratefully

acknowledge all stakeholders of the Company viz. customers, members,

dealers, vendors, banks and other business partners for the excellent

support received from them during the year. The Directors place on

record their sincere appreciation to all employees of the Company for

their unstinted commitment and continued contribution to the Company.



For and on behalf of the Board of Directors

For Focus Industrial Resources Limited





Sd/- Sd/-

Place : Delhi Pradeep Kumar Jindal Madhvi Bhatnagar

Dated : September 02, Managing Director Director

2015 DIN :00049715 DIN :02045590