Focus Business Director Discussions


To

The Members,

Focus Business Solution Limited

The Board of Directors has pleasure in presenting herewith their 16th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2023.

FINANCIAL PERFORMANCE

a) The Companys financial performance during the year ended 31st March 2023 compared to the previous financial year is summarized below:

Particulars For the Financial Year Ended 31st March, 2023 For the Financial Year Ended 31st March, 2022
(In lakhs) (In lakhs)
Revenue from operations 1836.47 1386.07
Other Income 2.96 5.97
(less) Total Expense 1780.22 1366.65
Profit Before Depreciation and 105.54 63.97
finance cost
Depreciation 45.37 37. 65
Finance Cost 0.96 0.93
Profit/(Loss) before Tax 59.21 25.39
Income Tax Expense 17.57 6.68
Deferred tax (2.18) (0.08)
Profit/ (Loss) After Tax 43.82 18.79

PRIMARY BUSINESS & OPERATION OF THE COMPANY

The Company is engaged in the business of debt collection services for Banks, NBFC and financial institutions. Company entered into the agreements with Indias leading Banks, Financial Institutions and Non-Banking Financial companies to act as authorised recovery/collection agents on behalf of them. The Companys strategically is based on aging of delinquent account with emphasis of traditional methods such as tele-calling and field visits.

The Company achieved the Revenue from Operations of 1836.47 Lakhs during the financial year ended on 31st March, 2023 as against Rs. 1386.07 Lakhs achieved during the previous year ended on 31st March, 2022.

During the year Company incurred Net Profit of Rs. 43.82 Lakhs during the financial year ended on 31st March, 2023 as against Net Profit of Rs. 18.79 Lakhs during the previous year ended on 31st March, 2022.

TRANSFER TO RESERVES:

The Company has not transfer any amount to the General Reserve Account during the financial year ended 31st March, 2023.

SUBSIDIARIES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary or joint venture or Associate Company.

SHARE CAPITAL

The authorized share capital of the Company as on 31st march, 2023 is Rs.2,30,00,000 divided into 23,00,000 equity shares of Rs. 10 each and paid up share capital of the Company is Rs. 2,22,20,000 divided into 22,22,000 Equity shares of Rs. 10 each.

During the year under review, the Company has not issue shares or convertible securities or shares with differential voting rights and has not granted any stock options or sweat equity or warrants.

DIVIDEND

The Company has declared the following interim dividend during the year in compliance with the Dividend Distribution Policy.

Particular Interim dividend during the year
2022-23
Date of Declaration 17th October, 2022
Record Date 29th October, 2022
Date of Payment 3rd November, 2022
(i.e Within 30 days from the date
of declaration)
Rate of Dividend per share Rs. 0.38
(Face Value of Rs. 10 per share)
% 3.8%
Total Payout ( in Lakhs) Rs. 8.44 Lakhs

Pursuant to the Finance Act, 2020, dividend is taxable in the hands of the shareholders with effective from 01 April 2020 and tax has been deducted at source on the Dividend at prevailing tax rates inclusive of applicable surcharge and cess based on information received by the Registrar and Transfer Agent ("RTA") and the Company from the Depositories.

The Board of Directors did not recommend any final dividend for the financial year ended 31 March 2023.

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

A. Conservation of energy and technology absorption: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, is not applicable Therefore provision of section 134(m) is not applicable to the company.

B. Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgoing for the year ended as on 31st March, 2023. a) Appointment/Cessation:

During the year under review, there was no appointment or cessation of any director during the year.

b) Retires by rotation

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act) and the Articles of Association of the Company Mr. Mohamedamin Mohammad Nathani (DIN: 02759560), Whole Time Director, retires by rotation at the ensuing Annual General Meeting (‘AGM) and being eligible, offers himself for re-appointment.

c) Key managerial personal

The following persons were designated as Key Managerial Personnel as on 31.03.2023:

1. Mr. Mohamedyaseen Muhammadbhai Nathani - Managing Director & Chairman

2. Mr. Mohamedamin Mohammad Nathani - Whole Time Director

3. Mr. Mohammed Ilyas Shaikh Chief Financial Officer

4. Ms. Dinal Kansadwala - Company Secretary & Compliance officer (w.e.f 16.08.2022)*

*The Company has appointed Ms. Dinal Kansadwala as Company Secretary & Compliance Officer of the Company w.e.f. 16th August, 2022. Ms. Dinal Kansadwala, aged 25 years is a Member of Institute of Company Secretaries of India and having degree of Bachelors of Commerce. Ms. Dinal Kansadwala is well versed with the provisions and compliance of the corporate laws, corporate governance and various other Securities laws related matter.

The company has compiled with the requirements of having Key managerial Personnel as per provisions of section 203 of the companies Act, 2013.

d) Declaration given by the Independent Directors

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, hereinafter referred to as ‘Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

e) Directors Responsibility Statement:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating Management, your Directors make the following statement and confirm that 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 at the end of the financial year and of the profit and loss 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. 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; 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Board has approved the revised policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) for better corporate governance during the year 2022-2023. The Company has not received any complaint on sexual harassment in FY 2022-23.

GOVERNANCE/SECRETARIAL

Corporate Governance Report

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year ended 31st March, 2023.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility report are not applicable to the Company for the financial year ended 31st March, 2023.

BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for Twelve times during the Year under review:

Sr. No. Date of Meeting Board No. Of
strength

Directors

Present

1 01.04.2022 05 04
2 15.04.2022 05 05
3 25.04.2022 05 05
4 14.05.2022 05 05
5 16.08.2022 05 05
6 05.09.2022 05 05
7 08.09.2022 05 04
8 10.10.2022 05 04
9 17.10.2022 05 05
10 09.12.2022 05 04
11 11.01.2023 05 04
12 20.03.2023 05 05

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

COMMITTEES OF BOARD:

During the year under review, your Directors have constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all the Board level committees have been elaborated in the report.

I. Audit Committee:

The Committee was constituted on 22ndJuly, 2020 and it consists of 3 (Three) Non-Executive Independent Directors, all three directors are Independent Directors. The Chairman of the Committee is an Independent Director. The Composition of the Committee and Attendance of the members are as under:

Sr No. Name of the Members Designation Number of Meeting entitled Number of meeting attended
1. Mr. Tushar Mohanlal Mistry Chairman (Independent Director) 04 04
2. Mr. Pareshkumar Arjanbhai Patel Member (Independent Director) 04 04
3. Ms. Saba Banu Bawani Member (Independent Director) 04 04

During the year, 4 meetings of the Audit Committee were held during the financial year 2022-23 on following dates: 14.05.2022, 05.09.2022, 17.10.2022 and 10.02.2023 Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, the Statutory Auditors, Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

II. Nomination and Remuneration Committee:

The Committee was constituted on 22ndJuly, 2020 and it consists of 3 (three) non-executive Directors, all three directors are Independent Directors. The Chairman of the Committee is an Independent Director. The Composition of the Committee and Attendance of the members are as under is as under:

Sr No. Name of the Members Designation Number of Meeting entitled Number of meeting attended
1 Mr. Tushar Mohanlal Mistry Chairman Director) (Independent 02 02
2 Mr. Pareshkumar Arjanbhai Patel Member Director) (Independent 02 02
3 Ms. Saba Banu Bawani Member Director) (Independent 02 02

During the year, 2 meetings of the Nomination and Remuneration Committee were held during the financial year 2022-23 on following dates:

06.08.2022 and 10.02.2023

Requisite quorum was present during all the meetings.

The primary objective of the Nomination and Remuneration Committee ("NRC") is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every directors performance.

The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

III. Stakeholders Relationship Committee:

The Committee was constituted on 22nd July, 2020 and it consists of 3 (three) Directors, all three directors are Independent Directors. The Chairman of the Committee is an Independent Director; The Composition of the Committee and Attendance of the members are as under is as under:

Sr. No. Name of the Members Designation Number of Meeting entitled Number of meeting attended
1 Mr. Pareshkumar Arjanbhai Patel Chairman (Independent Director) 04 04
2. Ms. Saba Banu Bawani Member

(Independent Director)

04 04
3 Mr. Tushar Mohanlal Member (Independent 04 02
Mistry Director)

During the Financial year, 4 (Four) meeting of the Stakeholder Relationship Committee were held on following dates:

15.04.2022, 11.07.2022, 17.10.2022 and 11.01.2023

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and non-receipt of annual report and recommends measure for expeditious and effective investor service.

The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31st March 2023.

During the year, one independent directors meeting held on 10.02.2023.

PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Sr. No. Name of Director

Board Meeting

Committee Meeting

AGM
No of Meeting held No of Meeting attended % No of Meeting held No of Meeting attended %
1. Mr. Mohamed AminMohammad Nathani 12 12 100 0 0 0 Yes
2. Mr. Mohamedyaseen Muhammadbhai Nathani 12 12 100 0 0 0 Yes
3. Ms. Saba Banu Bawani 12 12 100 11 11 100 Yes
4. Mr. Pareshkumar Arjanbhai Patel 12 12 100 11 11 100 Yes
5. Mr. Tushar Mohanlal Mistry 12 8 66.67 11 9 81.81 Yes

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies

Act, 2013, is appended as "Annexure I".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of the Investments and Loans covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATION IN FUTURE:

There were no significant and material orders passed by the Regulators /Courts that would impact the going concern status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return is available on the website of the company i.e. www.focusbsl.com

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-III.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors & their Report

The Companys Statutory Auditors, M/s. Kansariwala & Chevli, Chartered Accountants (firms registration no:123689W) were appointed as Statutory Auditors of the Company for a period of Five year at the 14th Annual General Meeting held on September 28, 2021 and his remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

Secretarial Auditor & their Report

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D P Master and Associates, Company Secretary in Practice to conduct the secretarial audit for the financial year 2022-23. The Secretarial Audit Report as received from Mr. Dhaval Master, Company Secretary in Practice is appended as Annexure-II to this Report.

Internal Auditor

The Company has appointed M/s Jariwala & Associates, Chartered Accountants of the Company as Internal Auditor of the Company for conducing Internal Audit of Company for the period of 5 years from the Financial Year 2020-2021 to 2024-25, according to the Section 138 of the Companies Act, 2013 and read with the Rule 13 of The Companies (Accounts) Rules, 2014.

Cost Auditor

The Company is not required to appoint Cost Auditor and maintain a cost records during the year under review.

DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report and is annexed as Annexure IV.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year, there were no material changes which affects the financial position of the Company.

DETAILS OF APPLICATION UNDER THE IBC 2016, DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DEATAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON THE ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANK AND FINANCIAL INSTITUTIONS:

During under the review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

PROHIBITION OF INSIDER TRADING

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading. Investor Grievance Redressal During the financial year under review, there were no pending complaints or share transfer cases as on 31st March 2023.

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there were no amounts, required to be transferred to the Investor Education and Protection Fund.

HUMAN RESOURCE DEVELOPMENT

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

RISK MANAGEMENT

During the financial year under review, the company has identified and evaluated elements of business risk. Consequently, a Business Risk Management framework is in place. The Risk management framework defines the risk management approach of the company and includes periodic review of such risks and also documentation, mitigation controls, and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure, and potential impact analysis at a company level as also separately for business.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2023, the Board consists of 5 Members, 2 is Executive Director and 3 of who are Non-Executive Independent Directors.

The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on

Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board can be viewed on our website i.e www.focusbsl.com. We affirm that the remuneration paid to the director is as per the terms laid out in the said policy.

INSIDER TRADING:

There are many informations that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including all employees. The policy relating to this is available on the website of the company.

This policy is applicable to all employees and KMPs of the company to not to disclose the confidential information of the company which affects the performance of the company, policy related to this available at the website of the Company i.e www.focusbsl.com.

RELATED PARTY TRANSACTIONS:

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website of the Company i.e www.focusbsl.com.

RISK ASSESSMENT AND MANAGEMENT:

Risk is the part of the every ones life, while running any business there are many kind of risk is involved to minims the business risk and all the factors that will negativity effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management policy relating to this is available in the website of the Company i.e www.focusbsl.com.

WHISTLE BLOWER AND VIGIL MECHANISM:

While running the big organization there are certain good and bad things may be happened in order to control the fraud, misconduct and malpractices this procedure is adopted by the Company and reporting of this procedure is done under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices policy relating to this is available at the website www.focusbsl.com.

OTHERS

Registrar and Transfer Agent:

The Company had appointed Purva Sharegistry (India) Pvt. Ltd as the Registrar and Transfer Agent (RTA). The Companys RTA have adequate infrastructure to process investor grievances with regards to transfers, transmission and other such matters.

Statutory Compliances

The Company has complied with all the statutory requirements. The Company ensures compliance of the Act, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and various statutory authorities on quarterly/half yearly basis.

Secretarial Standards

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

CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the

Companys objectives, projections, estimates and expectations, may constitute "forward looking statements " within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual Results might differ.

OTHER DISCLOSURE

The Company has fully utilized the fund received at the time of pubic issue during the year 2022-23 and also the company has duly filed the Statement of Deviation(s) and/or Variation in the utilization of Public Issue proceeds as per Regulation 32 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, the Company has received notice with respect to Fines as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 for non-compliance of non-appointment of Compliance officer with which was further withdrawn by the stock exchange based on the submission made by the compan

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the commitment, dedication and hard work done by the employees of the Company and the positive co-operation extended by Banks, Government Authorities, Customers and various other stakeholders. Your Directors also wish to place on record their deep gratitude towards the shareholders for their continued support and confidenc

For and on behalf of the Board
Focus Business Solution Limited
Sd/- Sd/-
Mr. Mohamedyaseen Muhammadbhai Nathani Mr. Mohamedamin Mohammad Nathani
Managing Director & Chairman Whole Time Director
DIN: 02759578 DIN:02759560
Date: 5th July, 2023
Place: Surat