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DIRECTOR'S REPORT

Focus Lighting and Fixtures Ltd.

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Market Cap. (₹) 47.89 Cr. P/BV 1.52 Book Value (₹) 31.08
52 Week High/Low (₹) 61/38 FV/ML 10/3000 P/E(X) 4.91
Bookclosure 23/07/2019 EPS (₹) 9.62 Div Yield (%) 2.12
Year End :2018-03 

The Directors take pleasure in presenting the 13th Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31st March, 2018.

Financial Highlights

The financial performance of your Company for financial Year 2017-18 and 2016-17 is summarized as below:

(Rs in Crores)

Particulars

For Financial Year Ended

31st March 2018

31st March 2017

Total Revenue

91.69

71.94

Total Expenditure

81.83

66.55

Profit before Tax

9.76

5.84

Provision for Tax

3.89

2.01

Profit/ (loss) After Tax

5.87

3.83

Financial Performance and State of Company Affairs

During the year under review, your Company has recorded total revenue of Rs. 91.69 Crores against Rs. 71.94 Crores in the previous year resulting in 27.45% growth over previous year. Profit before Taxation for the financial year ended 31st March, 2018 increased to Rs. 9.76 Crores as compared to Rs. 5.84 Crores in the previous year resulting in 67.12% growth. Profit after Tax is Rs. 5.87 Crores as compared to Rs. 3.83 Crores in the previous year resulting in 53.26% growth.

Dividend

With a view to conserve the resources to strengthen the financial position of the Company, your Directors have decided not to recommend dividend for the financial year 2017-18.

Transfer to Reserves

Your Company proposes to transfer an amount of Rs. 5.87 Crores (Previous year Rs. 4.02 Crores) to Statutory Reserve.

Change in the Nature of Business

For sustained growth in the future, Company wants to rely on the main businesses of company; there is no change in the nature of the business of the Company during the year.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary, joint venture or associate Company as on 31st March, 2018.

Change in capital structure of the Company

There is no change in the capital structure of the Company during the Financial year ended 31st March 2018.

Mr. Atiuttam Prasad Singh (DIN: 07635843) and Mr. Sandeep Jain (DIN:06400869) had resigned as Independent Director of the Company with effect from 15th December 2017 and 08th June 2017 respectively, Mr. Vipin Aggarwal was appointed as Non-Executive Independent Director of the Company w.e.f 23rd June 2017 and resigned w.e.f. 15th December 2017, Mr Chetan Shah and Mr Mahesh Rachh were appointed as an Additional Directors by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 to hold the office of Non-Executive Independent Director of the Company w.e.f 29th December 2017 until the date of ensuing General Meeting. The Board of Directors place on record its thanks for the association of Mr Atiuttam Prasad Singh and Mr. Sandeep Jain with the Company.

Key Managerial Personnel

During the year, Ms. Priya Pragnesh Shah resigned as Company Secretary with effect from 10th August 2017. Ms Preeti Saxena was appointed as Company Secretary with effect from 1st February 2018.

Disclosures by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

Declaration by Independent Directors

The resigning Independent Directors viz, Mr. Sandeep Jain, Mr. Atiuttam Prasad Singh and Mr. Vipin Aggrawal and newly appointed Directors Mr Chetan Shah and Mr Mahesh Rachh, have given their respective declarations as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013. The Board has, taken on record the declarations received from said Independent Directors.

Composition of Board and statutory committees formed there of Board of Directors:

Sr. No.

Name

Nature of Directorship

1

Amit Vinod Sheth

Managing Director

2

Deepali Amit Sheth

Executive Director

3

Nalini Vinod Sheth

Non-executive Director

4

Sandeep Jain#

Non-executive & Independent Director

6

Atiuttam Prasad Singh*

Non-executive & Independent Director

7

Vipin Aggrawal*

Non-executive & Independent Director

8

Mahesh Rachh@

Non-executive & Independent Director

9

Chetan Shah@

Non-executive & Independent Director

* Resigned w.e.f 08th June 2017

*Resigned w.e.f 15‘ December 2017

@-Appointed with effect from 29th December 2017

Audit Committee

Sr. No.

Name

Nature of Directorship

1

Mr. Atiuttam Prasad Singh

: Chairman (Resigned w.e.f 15th December 2017)

2

Mr. Vipin Aggrawal

: Member (Resigned w.e.f 15th December 2017)

3

Mr. Mahesh Rachh

: Chairman (Appointed w.e.f 29th December 2017)

4

Mr Chetan Shah

: Member (Appointed w.e.f 29th December 2017)

4

Mr. Amit Vinod Sheth

: Member

Nomination and Remuneration Committee:

Sr. No.

Name

Nature of Directorship

1

Mr. Atiuttam Prasad Singh

: Chairman (Resigned w.e.f 15th December 2017)

2

Mr. Vipin Aggrawal

: Member (Resigned w.e.f 15th December 2017)

3

Mr. Mahesh Rachh

: Chairman (Appointed w.e.f 29th December 2017)

4

Mr Chetan Shah

: Member (Appointed w.e.f 29th December 2017)

4

Mr. Nalini Vinod Sheth

: Member

Stakeholders Relationship Committee:

Sr. No.

Name

Nature of Directorship

1

Mr. Atiuttam Prasad Singh

: Chairman (Resigned w.e.f 15th December 2017)

2

Mr. Vipin Aggrawal

: Member (Resigned w.e.f 15th December 2017)

3

Mr. Mahesh Rachh

: Member Appointed w.e.f 29th December 2017)

4

Mr Chetan Shah

: Chairman (Appointed w.e.f 29th December 2017)

4

Mr. Deepali Amit Sheth

: Member

The Committees are constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR).

Meetings of the Board and Committees

Details of meetings of the Board and committees held during the year are set out in following table.

Particulars

Board

Audit

Committee

Nomination & Remuneration Committee

Stakeholders

Relationship

Committee

Number of Meetings

6

1

4

4

Dates of Meetings

29.05.17, 05.07.17, 21.08.17, 29.12.17, 01.02.2018

04.07.2017

05.07.17, 21.08.17, 29.12.17, 01.02.18

26.05.17.18.08.17, 06.10.17, 31.01.18

No. of meetings attended by Directors / Committee members

As given below

As given below

As given below

As given below

Amit Vinod Sheth

6

1

0

0

Deepali Amit Sheth

6

0

0

4

Nalini Vinod Sheth

6

0

4

0

Sandeep Jain

1*

0

0

0

Atiuttam Prasad Singh

3*

1

2

3

Vipin Aggrawal

1*

0

0

0

Mahesh Rachh

1*

0

2

1

Chetan Shah

1*

0

2

1

*As Mr. Sandeep Jain has resigned w.e.f. 08th June 2017, Mr Atiuttam Prasad Singh and Mr. Vipin Aggrawal resigned w.e.f. 15th December 2017. Mr. Mahesh Rachh and Mr. Chetan Shah were appointed as Independent Director in Board meeting dated 29th December 2017.

$ Circular resolutions passed during the year 2017-18 : 10th April 2017, 23rd June 2017 and 06th October 2017.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Directors Responsibility Statement

Pursuant to Section 134 of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures;

b) they had 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 that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory and external consultants and the reviews of the management and the relevant Board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the year under review.

Public Deposits

During the Financial Year 2017-2018 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014. As such, no specific details prescribed in Rule (8)(1) of the Companies (Accounts) Rules, 2014 (as amended) are acquired to be given or provided.

Particulars of Loans, Guarantees, Securities and Investments

Details of loans, guarantees and investments under section 186 of the companies Act, 2013 have been disclosed in the Financial Statements.

Committee and policy under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no instance of complaint or report under the said Act was registered in any of the units of the Company.

Related Party Transactions

All related party transactions entered during the period under review were on arm’s length basis and in the ordinary course of business. In terms of Section 134(3)(h) of the Companies Act, 2013, the details of material contracts / arrangements entered into with Related Parties are provided in Form AOC-2 as ‘Annexure A’ to this Report.

The details of the transactions with Related Parties are provided in the accompanying financial statements as required under Accounting Standard 18.

Auditors Statutory Auditor

M/s. N P Patwa & Co., Chartered Accountants, Firm Registration No. 107845W were appointed as Statutory Auditors of the Company by members in the last Annual General Meeting of the Company held on 29th September 2017 to hold office from the conclusion of 12th AGM till the conclusion of 13thAGM to be held for the year ending 31st March, 2019.In terms of Section 139 of the Companies Act, 2013, the members need to ratify their appointment at the ensuing Annual General Meeting.

The observations made in the Auditors report read together with the relevant notes thereon, are self-explanatory and hence do not call for any comments under Section 134 of the Companies Act, 2013.

i. Secretarial Auditor& Internal Auditor

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Anubhuti Tripathi & Associates., Practicing Company Secretaries, Mumbai as a Secretarial Auditors to conduct an Audit of secretarial records and compliances in accordance with the provisions of Section 204 of the Companies Act, 2013 for the financial year ended on March 31, 2018. The Secretarial Audit Report given by M/s. Anubhuti Tripathi & Associates., Practicing Company Secretaries, Mumbai is enclosed.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed with this Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

Corporate Social Responsibility

Provisions of section 135 of the Act concerning the constitution of Corporate Social Responsibility Committee and related matters are not applicable to the Company.

Extract of Annual Report

As required pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, (as amended) is furnished in the Form MGT-9.

The Extract of Annual Return are displayed on the website of the Company www.pluslighttech.com.

The Conservation of Energy, Technology Absorption, Foreign Exchange Earning Outgo

Information on conservation of energy, technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules,2014 are provided hereunder:

Particulars

Remarks

A. Conservation of Energy:

- The steps taken or impact on conservation of energy

The Corporation is taking due care for using electricity in the office and its branches. The Company ensures that it takes care for optimum utilization of energy.

No capital investment on energy conservation equipment made during the financial year.

- The steps taken by the Company for utilizing alternate sources of energy

- The capital investment on energy conservation equipment’s

B. Technology Absorption

- The efforts made towards technology absorption

Nil

- The benefits derived like product improvement, cost reduction, product development or import substitution

Nil

- In case of imported technology (imported during the last three years reckoned from the beginning of the Financial year

Nil

a) The details of technologies imported

Nil

b) The year of import

Nil

c) Whether the technology been fully absorbed

Nil

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Nil

- The expenditure incurred on research and development

Nil

C. Foreign Exchange Earnings and Outgo

- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

The Company has earned foreign exchange on export of goods as follows:- EXPORT SALES - Rs 8.26 Crores

The Company has expended foreign exchange on import of goods as follows:- IMPORT PURCHASE - Rs 8.16 Crores

Risk Management

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a periodic basis, provide status updates to the Board of Directors of the Company.

Vigil Mechanism

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Company www.pluslighttech.com.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately as part of this annual report

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operation in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Particulars of Employees and Remuneration

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) Ratio of remuneration of each Director to the employees’ median remuneration:

Director

Designation

Remuneration p.a. (Rs. In Lakhs)

Ratio

Mr. Amit Vinod Sheth

Managing Director

54.00

N.A.

Mrs. Deepali Amit Sheth

Executive Director

42.00

N.A.

Mrs. Nalini Vinod Sheth

Non-executive Director

NIL

N.A.

b) Percentage increase in the median remuneration of employees in the financial year 2017-18:

_(Rs. In Lakhs)

Director

Remuneration

Revenue

Percentage increase in remuneration

Percentage increase in revenue

In year 16-17

In year 17-18

In year 16-17

In year 17-18

Mr. Amit Vinod Sheth

28.5

54.00

7194.64

9263.04

89.47

28.75

Mrs. Deepali Amit Sheth

21.5

42.00

7194.64

9263.04

95.35

28.75

Mrs. Nalini Vinod Sheth

9.0

NIL

7194.64

9263.04

NIL

28.75

Note: Considering the huge increase in turnover as well as conversion of Company from Private to Public Company and thereafter being listed, there was huge enlargement of roles and responsibilities handled by Directors, thus it was essential to provide them remuneration in lines to the scope of work performed by them.

c) Number of permanent employees on the rolls of the Company as on 31st March, 2018: 88

d) Relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends in the respective Industry. In order to ensure that the remuneration reflects Company’s performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

e) Comparison of the remuneration of the Key Managerial Personnel (KMP) against the performance of the Company:

Remuneration of KMP is in line with the performance of the Company.

f) Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company:

g) Average percentile increase made in the salaries of employees other than key managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase made in the salaries of employees -10%-20 %( Depending on individual’s performance.)

h) The key parameters for the variable component of remuneration availed, if any, by the Directors: Not applicable.

i) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None

j) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

k) There is no employee covered under the provisions of section 197(14) of the Act.

There was no employee in the Company who drew remuneration of Rs. 5,00,000/ - per month or Rs. 60,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

Disclosure in Respect of Equity Shares Transferred in the ‘Focus Lighting and Fixtures Ltd. Unclaimed Suspense Account’ is as under:

Particulars

Number of Shareholders

Number of Equity shares

Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 1st April, 2017

Nil

Nil

Number of shareholders who approached the Company for transfer of shares from suspense account during the year

Nil

Nil

Number of shareholders to whom shares were transferred from suspense account during the year;

Nil

Nil

Aggregate number of shareholders and the outstanding shares in the suspense account lying as on 31st March, 2018

Nil

Nil

Material Changes and Commitments

The Company has incorporated a wholly owned Subsidiary on 02nd August 2017 in Dubai and 28th March 2018 in Singapore, thereby making investment for the capital requirements of such wholly owned subsidiary. Mr. Atiuttam Singh and Mr Vipin Aggarwal, Non-executive & Independent Directors of the Company resigned w.e.f 15th December, 2017. Mr. Mahesh Rachh and Mr Chetan Shah were appointed as Additional Non-Executive Independent Director w.e.f 29th December, 2017 for period of 5 years subject to approval by shareholders at ensuing Annual general meeting. Except as stated above there were no material changes and commitments affecting the financial position of the Company between the end of financial year and date of the report. Ms Priya Pragnesh Shah, Company Secretary and Compliance Officer had resigned with effect from 10th August 2017 and Ms Preeti Saxena was appointed as Company Secretary and Compliance Officer with effect from 1st February 2018.

Acknowledgement

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For and on behalf of the Board of Directors of

Focus Lighting and Fixtures Limited

Sd/- Sd/-

Amit Vinod Sheth Deepali Amit Sheth

Managing Director Executive Director

DIN 01468052 DIN 01141083

Place: Mumbai

Date: September 04, 2018

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