Mar 31, 2015
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
Mar 31, 2014
Dear Members,
The Directors have pleasure to present their 29th Annual Report and the
audited Annual Accounts for the year ended 31st March 2014.
FINANCIAL RESULTS
The financial performance of your Company for the year ended 31st
March, 2014 is summarised below:
PARTICULARS 2013-2014 2012-2013
Total income 10,073,015.00 3,90,38,666.00
Profit/(Loss) Before 97,31,402.00 57,34,081.00
Depreciation & Taxes
Less: Depreciation 9,90,761.00 4,49,377.00
Current Tax 2,26,716.00 15,20985.00
Income tax Previous Year NIL NIL
Add/ Less: Deferred Tax (1,84,987) (93,379.00)
Assets/Liability
Profit/(Loss) after Tax 9,20,671.00 36,70,340.00
Profit/(Loss) brought forward 75,31,000.00 45,94,728.00
from previous year
Transfer to reserve funds 1,84,134.00 7,34,068.00
Balance Carried Forward to 83,09,080.00 75,72,090.00
the Balance Sheet
REVIEW OF OPERATIONS
Your company achieved an all time good performance both in turnover and
its profits. Your Company''s profit before tax Rs. 13,32,374/- for the
period under review from Rs. 52,84,704/- of previous financial year.
Your company has registered a Net Profit of Rs. 9,20,671/- for the year
under review against the Net profit Rs. 36,70,340/- of the previous
year. Your company coupled high level of modernization with,
concentrated efforts of both Management and employees to attain these
levels of performance.
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.
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 India.
LISTING ON STOCK EXCHANGES
Your Company''s shares are listed on the Delhi Stock Exchange Ltd, The
Calcutta Stock Exchange Limited and BSE Ltd. During the year under
review, your company''s share price had touched a high of Rs.90/- per
equity share which clearly show that the markets have recognized our
performance.
RISK AND CONCERNS
As an NBFC, your Company is subjected to both external risk and
internal risk. External risk due to interest rate fluctuation, slowdown
in economic growth rate, political instability, market volatility,
decline in foreign exchange reserves, etc. Internal risk is associated
with your Company''s business which includes deployment of funds in
specific projects, diversification into other business operations,
retention of talented personnel, managing effective growth rate,
volatility in interest rate, NPAs in portfolio, changes in compliance
norms and regulations, contingent liabilities and other legal
proceedings. Your Company recognizes the importance of risk management
and has invested in people, process and technologies to effectively
mitigate the above risks.
THE RBI NORMS AND ACCOUNTING STANDARDS
To comply with RBI directions, your Company has closed its accounts for
the full year ending March 2014, and your Company continues to comply
with the directives issued as well as the norms prescribed by Reserve
Bank of India for NBFCs.
CORPORATE SOCIAL RESPONSIBILITY
In FIRL, reaching out to underserved communities is part of our
HERITAGE. We believe in the trusteeship concept. This entails
transcending business interests and grappling with the "quality of
life" challenges that underserved communities face, and working towards
making a meaningful difference to them Board of Directors, the
Management and all of the employees subscribe to the philosophy of
compassionate care. We believe and act on an ethos of generosity and
compassion, characterised by a willingness to build a society that
works for everyone. This is the cornerstone of our CSR policy.
INFORMATION AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013
Your Company is a Non-Banking Finance Company and is not engaged in
manufacturing activity of any kind. The disclosure of information
relating to conservation of energy and technology absorption is
therefore not applicable to your company. There were no foreign
exchange earnings or outgo for your Company during the year.
DIRECTORS RESPONSIBILITY STATEMENT
The directors report that
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The Directors 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 and
loss account of the company for that period.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) The Directors have prepared the annual accounts on a going concern
basis.
v) The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS
As per Section 152 of the Companies Act, 2013 read with Article 134 of
Articles of Association of the Company, Mr. S.K. Dash Executive
Director of the Company retires by rotation and, being eligible, offers
himself for re-appointment subject to retirement by rotation.
In terms of Sections 149, 152, Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014, the
Independent Directors can hold office for a term of up to five (5)
consecutive years on the Board of Directors of your Company and are not
liable to retire by rotation. Accordingly, it is proposed to appoint
Mr. Ashok Kumar Gupta, Ms. Madhvi Bhatnagar as Independent Directors of
your Company up to 5 (five) consecutive years up to on 31st March,
2019.
AUDIT COMMITTEE
The role, terms of reference, authority and powers of the Audit
Committee are in conformity with Section 177 of the Companies Act,
2013. The Committee met periodically during the year and had
discussions with the auditors on internal control systems and internal
audit report. MANAGEMENT DISCUSSION AND ANALYSIS A detailed review of
operations, performance and future outlook of your Company and its
businesses is given in the Management Discussion and Analysis, which
forms part of this Report.
CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement, a separate Report on Corporate Governance along with the
Auditors Certificate on its compliance forms an integral part of this
Report.
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.
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.
EMPLOYEES
Your Directors place on record the appreciation of effort and
dedication of the employees in achieving good results during the year
under review. In line with its policy, your Company continues to place
great emphasis on training programmes for all- round development of the
staff at all levels. Your Company has been actively concentrating on
development of human resources, which is a prime asset for its
substantial growth.
PARTICULARS OF EMPLOYEES
The company does not have any employees whose remuneration exceed the
limits for which disclosure is required in accordance with section
134(3)(e) of the Companies Act, 2013.
AUDITORS
You are requested to appoint Auditors and fix their remuneration. The
retiring auditors, M/s. M.M Goyal, Chartered Accountants, (Firm
Registration No. 007198N) have confirmed their availability within the
limits of section 139(1) of the Companies Act, 2013.
APPRECIATION
Your Directors wish to convey their gratitude and place on record their
appreciation for all the employees at all levels for their hard work,
solidarity, cooperation and dedication during the year. Your Directors
sincerely convey their appreciation to customers, shareholders,
vendors, bankers, business associates, regulatory and government
authorities for their continued support.
For and on behalf of the Board of Directors
For Focus Industrial Resources Limited
Sd/- Sd/-
(Pradeep Kumar Jindal) (Ms.Madhvi Bhatnagar)
Managing Director Director
DIN NO: 00049715 DIN NO : 02045590
Place : Delhi
Dated : September 5, 2014
Mar 31, 2011
TO THE MEMBERS
The Directors have pleasure in presenting the 26th Annual Report on
the business and operations of your company and the Audited Financial
Statement for the financial year ended March 31, 2011.
FINANCIAL HIGHLIGHTS
(Rupees)
Particulars Financial Year ended
31st March,2011 31st March,2010
Profit / (loss) before
Depreciation & Taxes 21,55,331.00 10,10,219.74
Less : Depreciation 79,299.00 2,05,507.00
Current Tax 6,28,284.00 2,72,105.00
Income tax earlier years 29,829.00 93,529.00
Add/ Less: Deferred Tax Assets/Liability (6,176.00) 26,974.00
Profit/(Loss) after Tax 14,11,743.00 4,66,052.74
Profit/(Loss) brought forward from
previous year 4,24,694.00 51,852.00
Transfer to reserve funds (2,82,349.00) (93,210.00)
15,54,088.00 4,24,694.74
Balance Carried Forward to the
Balance Sheet
REVIEW OF OPERATIONS
During the year under review, the company has earned profit of Rs
14,11,743.00 as against profit of Rs. 4,66,052.74 in the last year.
Your directors are continuously looking for the avenues for future
growth of the company.
MATERIAL CHANGES ETC.
Save as mentioned elsewhere in this Report, there are material changes
and commitments affecting the financial position of the Company that
have occurred between the end of the financial year of the Company-31st
March, 2011 till the date of this Report are as follows:
- Increase in Authorised Share Capital of Company from Rs.
5,10,00,000 to Rs. 12,50,00,000 w.e.f 18th July, 2011
- Increase in Paid up Capital from Rs. 4,06,47,330 to Rs. 121,941,990
by issue of 81,29,466 equity shares as Bonus Shares w.e.f 13 August,
2011
DIVIDEND
Your directors do not declare any dividend for the year with a view to
conserve the resource for future growth plans of the company.
FIXED DEPOSITS
Your Company did not accept any fixed deposits from public in term of
the provisions of section 58A of the companies act, 1956 and to this
effect an undertaking is given to the Reserve Bank of India.
DIRECTORS
Mr. Santanu Kumar Dash, Director retire by rotation and being eligible
and offer himself for re-appointment. The Board recommends his
re-appointment as Director subject to approval of the shareholders at
the ensuing Annual General Meeting of the company.
Mr. Ashok Kumar Gupta, who was appointed as an additional director of
the Company to hold office till the date of the Annual General Meeting,
be and is hereby appointed as a director of the Company whose office
shall be liable for determination through retirement by rotation. The
Board recommends his regularization as Director subject to approval of
the shareholders at the ensuing Annual General Meeting of the company.
Mr. Pradeep Kumar Jindal, whose term as a Managing Director expires on
29 December, 2006 be and is hereby re-appointed as Managing Director of
the Company w. e. f. 29 December, 2011 for a period of five years on
certain terms and conditions as given in the notice, subject to
approval of shareholders at the ensuing Annual General Meeting.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this
Annual Report of the Company. A certificate from Auditors of the
Company regarding compliance of Corporate Governance as stipulated
under clause 49 of the Listing Agreement is annexed to the Report on
Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Indian economy has shown signs of resurgence during the year
witnessing growth in certain sectors of economy and the Financial
sector has seen consolidation of NBFC segment due to competition from
MNC and Private Banks. The Reserve Bank of India has been vigilant in
monitoring the functioning of the Financial Sector.
The Company is engaged in financial activities viz. loaning and
advancing money to individuals, commercials and other enterprises.
The Financial Sector is endowed with risks e.g. external risk which may
arise because of the fluctuation in the interest rate in the financial
market, frequent changes in government policies especially in tax
matters, general economic recession which affects the cash flow policy
of the borrowers to repay. The Company adopts an efficient internal
control system and the Internal Audit Department monitors
implementation of such systems and procedures, which is also subject to
review by the Audit Committee.
The Company has followed the Accounting Standards as applicable. .
The Company is managed by a professional team and frequent meetings are
arranged to upgrade the knowledge of employees and to strengthen their
managerial capabilities.
There are no material financial and commercial transactions in which
the management has personal interest that may represent a potential
conflict of interest.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
a) in preparation of the annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same.
b) the Directors have selected such accounting policies and applied
them consistently and made judgements 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 year ended on that date.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
regularities
d) the Directors have prepared the annual accounts on a going concern
basis.
AUDITORS
M/s M. M. Goyal & Co, Chartered Accountants, as Statutory Auditors of
the company, hold office until the conclusion of the ensuing Annual
General Meeting and are recommended for re appointment. Your Company
has received a certificate from M/s M. M. Goyal & Co, Chartered
Accountants, to the effect that the appointment, if made, would be
within the prescribed limits under section 224(1-B) of the Companies
Act, 1956.
PERSONNEL
There is no employee whose remuneration exceed the limits for which
disclosure is required in accordance with section 217(2A) of the
Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975 as amended.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company, being engaged, in the industrial financing does not have
any energy utilization or technology absorption. The Company during the
year under consideration has not earned or spent any foreign exchange.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
co-operation received from shareholders, bankers and other business
constituent during the year under review. Your directors also wish to
place on record their deep sense of appreciation for the commitment
displayed by all the employees of the company.
By order of the Board
For Focus Industrial Resources Limited
Sd/- Sd/-
Place: Delhi (Madhavi Bhatnagar) (Pradeep Kumar Jindal)
Dated: 02nd September, 2011 Director Managing Director