Foce India Director Discussions


To

The Members,

Your Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Amount in Lakhs)

Standalone

Consolidated

Particulars Figures as at the end of current reporting period Figures as at the end of previous reporting period Figures as at the end of current reporting period Figures as at the end of previous reporting period
Revenue from Operations 1,454.88 14,897.96 5,770.76 18,705.93
Other Income 6.87 16.79 8.01 16.79
(a) Total Revenue 1,461.75 14,914.75 5,778.77 18,722.72
Less : Administrative & Other Expenses
Purchase of Stock in Trade 1,199.36 14,184.73 4,270.20 18,324.86
Changes in inventories of finished goods, work-inprogress and stock-in-trade 35.95 14.99 131.68 (1,021.83)
Depreciation & Amortization 5.63 3.36 32.40 13.23
Employee Benefit Expenses 46.81 33.11 65.15 44.34
Finance Expenses 43.02 - - -
Other expenses 102.74 166.09 229.65 214.74
(b) Total Expense 1,433.51 14,402.29 4,729.08 17,575.34
(c) Profit / (Loss) before Tax (a-b) 28.24 512.46 1,049.69 1,147.38
Less: Tax Expense
Current Tax 10.24 129.19 202.73 241.30
Deferred Tax (0.43) (1.90) (3.24) (1.73)
Profit After Tax 18.43 385.17 850.19 907.80
Basic Earnings Per Share 0.38 9.08 17.38 21.85
Diluted Earnings Per Share 0.38 9.08 17.38 21.85

FINANCIAL HIGHLIGHTS

The Companys total Revenue (Standalone) for F.Y 2022-23 was Rs. 1,461.75 lakhs as compared with Rs. 14,914.75 lakhs during the previous year and net profit after tax of Rs. 18.43 lakhs compared with Rs. 385.17 lakhs during the last year.

The Companys total Revenue (Consolidated) for F.Y 2022-23 was Rs. 5,778.77 lakhs as compared with Rs. 18,722.72 lakhs during the previous year and net profit after tax of Rs. 850.19 lakhs compared with Rs. 907.80 lakhs during the last year.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the business of the Company during the year under review.

DIVIDEND/ TRANSFER TO RESERVES:

The Directors do not recommend any dividend for financial year ended 31st March, 2023 to conserve the resources.

Also, there has been no transfer to general reserves and the Company would like to retain its profit this year to strengthen its business.

ANNUAL RETURN:

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 (hereinafter referred to as "Act") read with the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2023 is available on the Companys website https: / /foceindia.com/

SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 5,52,00,000/- (Rupees Five Crores Fifty Two Lakhs Only) divided into 55,20,000 (Fifty Five Lakhs Twenty Thousand) equity shares of Rs. 10/- (Rupees Ten) each as on 31st March, 2023.

Issued, Subscribed and Paid Up Share Capital:

The issued, subscribed and paid-up share capital of the Company is Rs. 4,89,29,250/- (Rupees Four Crores Eighty Nine Lakhs Twenty Nine Thousand Two Hundred and Fifty Only) divided into 48,92,925 (Forty Eight Lakhs Ninety Two Thousand Nine Hundred Twenty Five) equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March, 2023.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - 1.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). The Agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

During the year, 6 (Six) Board Meetings were held on following dates.

Sr. No. Date of Board Meeting No. of Directors eligible to attend meeting No. of Directors attended the meeting
1 28.05.2022 5 5
2 05.09.2022 5 5
3 14.11.2022 5 5
4 01.12.2022 5 5
5 06.03.2023 5 5
6 27.03.2023 5 5

BOARD COMMITTEES

In compliance with the requirements of applicable laws and as part of best governance practices, the Company has constituted following Committees of the Board.

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Audit Committee:

Your Company has constituted an Audit Committee as per the applicable provisions of the Act and Listing Regulations. All members of the Audit Committee possess strong knowledge of accounting and financial management.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations. The composition of Audit Committee is as mentioned below:

Name Nature Designation
Mr. Lalit Kumar Tapadia Chairman Non-Executive Independent Director
Mrs. Rekha Agarwal Member Non-Executive Independent Director
Mrs. Abhilasha Chaudhary Member Non-Executive Independent Director

Further, during the financial year ended on 31st March, 2023, all the recommendations / suggestions made by Audit Committee have been noted & implemented by the board.

During the financial year ended on 31st March 2023, 5 (Five) meetings of the Audit Committee were held on following dates:

Sr. No. Date of Board Meeting No. of Directors eligible to attend meeting No. of Directors attended the meeting
1 28.05.2022 3 3
2 05.09.2022 3 3
3 14.11.2022 3 3
4 01.12.2022 3 3
5 06.03.2023 3 3

Nomination and Remuneration Committee:

Your Company has constituted a Nomination & Remuneration Committee (hereinafter referred to as "NRC") to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The NRC has been assigned to approve and settle the remuneration package with optimum blending of monetary and non- monetary outlay.

The composition of the NRC is in conformity with the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations. The composition of NRC is as mentioned below:

Name Nature Designation
Mr. Lalit Kumar Tapadia Chairman Non-Executive Independent Director
Mrs. Rekha Agarwal Member Non-Executive Independent Director
Mrs. Abhilasha Chaudhary Member Non-Executive Independent Director

During the financial year ended on 31st March 2023, 1 (One) meeting of the Nomination & Remuneration committee was held on 01st December, 2022 which were attended by all the members of the committee.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (hereinafter referred to as "SRC") is constituted by the Board of Directors of the Company in accordance with the provisions of Section 178 of the Act and Regulation 20 of Listing Regulations.

The composition of SRC is as mentioned below:

Name Nature Designation
Mr. Lalit Kumar Tapadia Chairman Non-Executive Independent Director
Mrs. Rekha Agarwal Member Non-Executive Independent Director
Mrs. Abhilasha Chaudhary Member Non-Executive Independent Director

During the financial year ended on 31st March 2023, 4 (Four) meeting of the SRC were held on following dates:

Sr. No. Date of Board Meeting No. of Directors eligible to attend meeting No. of Directors attended the meeting
1 28.05.2022 3 3
2 05.09.2022 3 3
3 14.11.2022 3 3
4 06.03.2023 3 3

Corporate Social Responsibility Committee:

During the year under review, Corporate Social Responsibility Committee (hereinafter referred to as "CSR Committee") is constituted by the Board of Directors of the Company in accordance with the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The composition of CSR Committee is as mentioned below:

Name Nature Designation
Mr. Lalit Kumar Tapadia Chairman Non-Executive Independent Director
Mr. Manoj Sitaram Agarwal Member Managing Director
Mr. Utkarsh Agarwal Member Executive Director

During the financial year ended on 31st March 2023, 1 (One) meeting of the CSR Committee was held on 27th March, 2023.

NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said Policy of the Company, inter alia, provides that the NRC shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act. The Policy also lays down broad guidelines for evaluation of performance of the Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors.

The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company https://foceindia.com/policies/

DISCLOSURE OF RELATED PARTY TRANSACTION:

All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were on an arms length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Companys materiality of related party transactions which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 of SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation(2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and networth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Thus, due to non-applicability, a separate report of Corporate Governance providing the disclosures as required under para C of Schedule V has not be provided in this Annual report.

CORPORATE SOCIAL RESPONSIBILITY:

The CSR Report as per Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto, is attached as Annexure - 2 to this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is available at https://foceindia.com/policies/familiarization-program-for-independent- directors/

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they comply with the criteria of Independence as laid down under Section 149(6) of the Act and as per Listing Regulations.

In the opinion of the Board, all independent directors appointed during the year under review possess strong sense of integrity and having requisite experience, qualification and expertise.

ANNUAL EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Directors including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its Committee and roles and responsibilities of Directors. The Board and the NRC reviewed the performance of the individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board of Directors expressed their satisfaction with the evaluation process.

In a separate meeting of Independent Directors held on 06th March, 2023, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Provisions of Section 203 of the Act and in terms of the Articles of Association of the Company, following changes occurred in composition of Key Managerial Personnel during the Financial Year:

Name of Director / KMP Designation Appointment/ Resignation Date of Appointment / Cessation / Change in Designation
Ms. Kuntal Devi Sharma Company Secretary Resignation 30.11.2022
Mr. Ankit Devendra Pandit Company Secretary Appointment 01.12.2022

STATUTORY AUDITORS:

The Members at the Annual General Meeting held on 30th September, 2021, have appointed M/s S.D.G. & Co., Chartered Accountants, as the Statutory Auditors of the Company, to hold office from the conclusion of 20th Annual General Meeting till the conclusion of 25th Annual General Meeting to be held in the year 2026 on payment of such remuneration as may be mutually agreed between them and the Board of Directors.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report for the financial year ended 31st March, 2023. Further, no frauds have been reported by the Auditors to the Audit Committee or the Board under Section 143 (12) of the Act.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act read with corresponding Rules framed thereunder, Mr. Brajesh Gupta, Practicing Company Secretary, was appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2022-23.

The Secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer. The said report is attached to this report as Annexure - 3. No fraud have been reported by the auditors.

INTERNAL AUDITORS:

M/s. Chaturvedi Tarun & Company, Chartered Accountants, were appointed as Internal Auditors of the Company for the financial year 2022-23. They have submitted a report based on the internal audit conducted during the period under review.

The report does not contain any qualifications, reservations, or adverse remarks or disclaimer. No fraud have been reported by the auditors.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant to public issue/Right issue.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has two Subsidiary Companies i.e., FO Industries Private Limited and Foce Realty Solutions Private Limited. The Company doesnt have any Joint venture or Associate Company during the period under review. The statement showing salient features of both subsidiaries shall be attached in form AOC-1 as Annexure - 4.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of transactions undertaken by the Company during the Financial Year which are covered under the provisions of Section 186 of the Act and Rules thereto have been disclosed in the Notes to Accounts of Financial Statements forming part of this Annual Report.

DEPOSITS:

The Company has not accepted any deposits during the year under review. As per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 the Company has accepted loan from Director and details of the loan has been disclosed under Related Party Transaction.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:

Pursuant to further acquisition of 10,000 equity shares of M/s. Foce Realty Solutions Private Limited by the Company in accordance with the approval of the Audit Committee and Board of Directors at their meeting held on 01st December, 2022, M/s. Foce Realty Solutions Private Limited has now became a wholly-owned subsidiary of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the going concern status and Companys operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Act regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of activities undertaken by the company during the year under review.

STATEMENT PURSUANT TO SECTION 197(12) OF ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure - 5 which forms part of this Report.

None of the employees draw remuneration which is in excess of the limits as prescribed under the said rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, thus the statement pursuant to Section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provisio to Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

As your Company is also listed on SME Platform of NSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

DETAILS OF ESTABLISHMENT OF WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy including Directors and employees are free to report misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected. The reportable matters may be disclosed to the vigilance officer who operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee.

During the year under review, no employee was denied access to the Chairman of the Audit Committee. No complaints were received under Vigil Mechanism & Whistle Blower Policy during the financial year 2022-23.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the group level an Internal Complaints Committee (ICC) constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC.

During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Act, the Board hereby submits its responsibility Statement:-

a) In the preparation of the Annual Accounts, the applicable Accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors 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 as at the end of the financial year and of the profit of the company for that period;

c) The Directors had 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;

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

e) Internal Financial Control means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and

f) 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.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Board meetings and Annual General Meetings.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, were not applicable to the Company up to 31st March, 2023 and accordingly such accounts and records were not required to be maintained.

RISK MANAGEMENT

The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Board identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritizes the risks, if required, depending upon the effect on the business/reputation.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

INSOLVENCY AND BANKRUPTCY CODE 2016

No application under the Insolvency and Bankruptcy Code, 2016 has been made during the financial year by the Company or any other person and no application or proceeding under the Insolvency and Bankruptcy Code, 2016 is pending as at the end of the financial year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, there were no transactions or events with respect to the one-time settlement with any bank or financial institution; hence no disclosure or reporting is required.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Act do not apply as there was no dividend declared and paid last year.

OTHER DISCLOSURE REQUIREMENTS:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• The disclosures and reporting with respect to issue of equity shares with differential rights as to dividend, voting or otherwise is not applicable as the Company has not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity shares and Issue of Shares under Employees Stock Option Scheme) to employees of the Company under any scheme are not applicable as the Company has not issued any such shares during the reporting period.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of

M/s Foce India Limited

Sd/- Sd/-
Place: Mumbai Manoj Agarwal Utkarsh Agarwal
Managing Director Director
Date: 5th September, 2023 DIN: 00159601 DIN:08021945