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Directors Report of Focus Industrial Resources Ltd.

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

 
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