focus suits solutions services ltd Directors report

Dear Members,

The Board of Directors are pleased to present the Companys Twelfth Annual Report and the Companys audited financial statements (standalone and consolidated) for the financial year ended March 31, 2019.

1. FINANCIAL SUMMARY

			(Amount in Rs.)
Particulars	Standalone		Consolidated
	2018-2019	2017-2018	2018-2019	2017-2018
Revenue from Operations	166,420,198	146,442,785	299606966	269,652,643
Other Income	1,02,973	3,09,020	102973	3,09,020
Total income	166,523,171	146,751,805	299709939	269,961,663
Less Total Expenses	133,384,105	118,959,033	251321491	229,082,174
Profit or Loss before Tax	3,31,39,066	27,792,772	48388448	40,879,489
Less: Current Tax	1,04,46,017	76,01,589	14725776	10,933,193
Deferred Tax (Liability)/ Asset	(1144590)	25,648	(1441046)	3,55,545
Profit or (Loss) After Tax	23837639	20,165,535	35103718	29,590,751
Less: Minority Interest Share	-	-	20	17
Profit or (Loss) After Tax and Minority Interest Share	23837639	20,165,535	35103698	29,590,734
Add: Balance as per last Balance Sheet	23,387,938	27,644,483	16,43,0087	29,681,889
Less: Bonus Issue	-	24,422,080	-	24,422,080
Less: Share in Pre Acquisition Profit of Subsidiaries	-	-	-	18,42,0456
Balance Transferred to Balance Sheet	47225577	23,387,938	51533784	16,43,0087

2. REVIEW OF OPERATIONS

During the year under review, the Standalone Financial results for the year show a Total Income of Rs. 166523171 compared to Rs. 146,751,805and Standalone Net Profit after tax of Rs. 23837639 as compared to Rs. 20,165,535 in the previous year and the Consolidated Financial results for the year show Total Income of Rs. 299709939 compared to Rs. 269,961,663 and Consolidated Net Profit after tax of 35103718 compared to 29,590,751 in the previous year.

Your Directors are optimistic about Companys business and hopeful of better performance with increased revenue in next year. There was no change in the nature of business of Company.

3. DIVIDEND & RESERVE

With a view to provide cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended 31^st March, 2019.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year.

5. CHANGE IN SHARE CAPITAL

There is no change in Share Capital of the Company during financial year 2018-2019.

6. USE OF PROCEEDS

i. INTIAL PUBLIC OFFER

The Proceed raised from the Intial Public Issue (IPO) of the Company has been utilized for the object as stated in the prospectus dated 18^th January, 2018. For the detail please refer note 27 to financial statements.

ii. PREFERENTIAL ISSUE

The proceeds from the preferential issue has been utilised for the object as stated in the explanatory statement to the Notice for the Extra-Ordinary General Meeting held on 28^th April, 2017. For detail please refer note 27 to the financial statements.

7. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Management Discussion & Analysis Report has been separately furnished in the Annual Report.

8. FINANCE

Cash and Bank Balance as at 31^st March, 2019 was Rs. 4,71,124.

The Company continues to focus on judicious management of its working capital, receivable and other working capital parameters were kept under strict check through continuous monitoring.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement which is attach to this report.

11. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT

The Company has established a well-defined process of risk management, wherein the identification, Analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 is not applicable to our Company as the Company does not own any manufacturing facility.

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy	Companys operation does not consume significant amount of energy.
(ii) The steps taken by the Company for utilizing alternate sources of energy	Not applicable, in view of comments in clause (i)
(iii) the capital investment on energy conservation equipments	Not applicable, in view of comments in clause (i)

(b) Technology Absorption: Not Applicable

(i) the effort made towards technology absorption

(ii) the benefits derived like product improvement cost reduction product development or import substitution

(iii) in case of imported technology (important during the last three years reckoned from the beginning of the financial year)

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

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

(iv) the expenditure incurred on Research and Development

(c) Foreign Exchange Earnings and Outgo

(Amount in Rs.)

	Current Year	Previous year
Foreign Exchange earnings (inflow)*	16,52,30,858	14,30,93,265
Foreign Exchange outgo (outflow)	40,95,939	11,49,664

* The above inflow earnings amounts includes accrued and due receivable also.

13. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with clients and employees at all levels.

14. DETAILS OF DIRECTORS / KMP / APPOINTED / RESIGNED DURING THE YEAR: Executive Director

Ms. Suvaiba Shurjil Khatri has resigned from the Company as Executive Director of the Company w.e.f. January 15, 2019. The Board of Directors wishes to place on record their appreciation for contribution made by them during the tenure as a Director.

Independent Director

Ms. Bharathi Ramakrishnan has resigned from the Company as Independent Director of the Company w.e.f. February 26, 2019. The Board of Directors wishes to place on record their appreciation for contribution made by them during the tenure as a Director.

Key Managerial Personnel

Ms. Nidhi Sharma has resigned from the Company as Company Secretary of the Company w.e.f. January 15, 2019. The Board of Directors wishes to place on record their appreciation for contribution made by them during the tenure as a Director. Ms. Nidhi Sharma (PAN No. DBXPS2670K) has been resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 17^th August, 2018.

Ms. Trupti Limbasiya (ACS: 41579) as the Company Secretary and Compliance Officer of the Company w.e.f. 30^th October, 2018.

Director Retiring by Rotation

Pursuant to Section 152 of the of the Companies Act, 2013 and in accordance with Articles of Association of the Company, Ms. Jyotsna Puri Executive Director (DIN: 07855815) of the Company is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offers herself for re- appointment.

The Board of Directors recommends her re-appointment.

15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF

Board of Directors:

Category	Name of Director
Executive and Non Independent Director	Ms. Jyotsana Puri - Whole-Time Director/ CFO
Non-Executive and Independent Director	Ms. Prachee Nag Independent Director
	Mr. Rajendra Kumar Sharma Non-Executive Director

Audit Committee:

Our Company has constituted an Audit Committee ("Audit Committee"), as per section 177 of the Companies Act 2013. The constituted Audit Committee comprises following members:

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Rajendra Kumar Sharma	Chairman	Non Executive Director
2.	Prachee Nag	Member	Independent Director

The Company Secretary and Compliance Officer of the Company would act as the Secretary to the Audit Committee.

Nomination And Remuneration Committee:

Our Company has constituted a Nomination and Remuneration Committee in accordance section 178 of Companies Act 2013. The said committee is comprised as under: The Nomination and Remuneration Committee comprises the following Directors:

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Rajendra Kumar Sharma	Chairman	Non Executive Director
2.	Prachee Nag	Member	Independent Director

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

Stake Holders Relationship Committee:

Our Company has constituted a shareholder / investors grievance committee ("Stakeholders‘ Relationship Committee") to redress complaints of the shareholders.

The Stakeholder‘s Relationship Committee comprises the following Directors:

Sr. No.	Name of the Director	Status	Nature of Directorship
1.	Rajendra Kumar Sharma	Chairman	Non Executive Director
2.	Prachee Nag	Member	Independent Director

The Company Secretary and Compliance Officer of the Company shall act as the Secretary to the Stakeholder‘s Relationship Committee

16. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc. As part of the evaluation process the performance of Non- Independent Directors, the Chairman and the Board was done by the Independent Directors. The performance evaluation of the respective Committees and that of independent and Non Independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

18. MEETINGS OF THE BOARD

7 meetings of the Board of Directors were held during the year. The intervening gap between the meetings was within the period prescribed under Companies Act, 2013 and as per Secretarial Standard-1.

19. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013:

(i) That in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken 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;

(iv) That the annual financial statements have been prepared on a going concern basis;

(v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

20. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, the Company has 2 Subsidiaries as on the date of the Report.

1. GENPOP CONSUMER RESEARCH PRIVATE LIMITED (GENPOP)

During the year under review, the GENPOP a subsidiary of the Company, have achieved a turnover of Rs. 3,49,65,122 as compared to Rs. 33,132,790 in previous year. The profit after tax stood at Rs. 4672587 as against profit after tax of Rs. 4,119,076 in the previous year.

2. PURE ONLINE PANEL RESEARCH SERVICES PRIVATE LIMITED (POP)

During the year under review, the POP a subsidiary of the Company, have achieved a turnover of Rs. 8,42,42,559 as compared to Rs. 90,077,068 in previous year. The profit after tax stood at Rs. 65,93,492 as against profit after tax of Rs. 5,306,140 in the previous year.

The statement containing the salient features of the financial statement of subsidiary/ associate/ joint venture companies as per section 129(3) of the Act is provided in form AOC-1 is attached as "Annexure A" which forms part of this report.

The Company do not have any associates or joint venture as on date of this report.

21. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

During the year under review, the Company has not entered into nay materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to the Financial Statement. As a part of complaince the NIL Particulars of contract or arrangements with related parties is annexed herewith in Form AOC 2 as "Annexure - B".

22. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of the Annual Return in MGT -9 for the Financial Year ended March 31, 2019 made under the provisions of Section 92(3) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is attached as "Annexure C" which forms part of this Report.

23. MERGERS, ACQUISITIONS AND DIVESTMENT

There was no merger, Acquisitions and Divestment done by the Company during the period under review.

24. CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the Members of the Board of Directors and all the employees in the course of day to day business operations of the Company.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealing and in particulars on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

24. NOMINATION AND REMUNERATION POLICY

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Compnies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees Company and to harmonise the aspiration of human resources consistent with the goals of the Company.

The remuneration policy is aimed at rewarding performance based on review of achievements on a regular basis. The components of the total remuneration vary for different levels and are governed by Industry pattern, practice, qualification and experience of the employees and responsibilities handled by them. The objectives of the remuneration policy are to motivate and encourage the employees to deliver higher performance and to recognize their contribution.

25. WHISTLE BLOWER POLICY / VIGIL MECHANISM

During the year, your Directors have constituted a Whistle Blower Policy /Vigil mechanism policy for the Company to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct of the Company.

26. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27. STATUTORY AUDITORS

M/s Ramanand & Associates, Chartered Accountants (Firm Registration No.: 0117776W), were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 28^th September, 2018 for a term of 5 years.

The Members will be requested, to authorize the Board of Directors to fix their remuneration.

In this connection, the attention of the Members is invited to Item No. 3 of the Notice of the ensuing Annual General Meeting to consider and approve the appointment of the Statutory Auditors of the Company.

28. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, the Board had appointed M/s. Anil Hingad & Co., Company Secretaries (C.P No. - 13801) to conduct the Secretarial Audit of the Company for Financial Year ended 31^st March, 2019. The Secretarial Audit Report for the financial year ended March 31, 2019 issued by M/s. Anil Hingad & Co., Company Secretaries forms part of this report and is appended as "Annexure-D".

The Secretarial Audit Report contains qualification, reservation or adverse remark which are clarified at point no. 31 of the Board Report.

29. INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Rishi Sekhri and Associates, Chartered Accountants, Mumbai have been appointed as an Internal Auditors of the Company for financial year 2018-2019. During the year under review, the Company continued to implement his suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

30. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the period under review.

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report except outstanding statutory dues of Rs. 129.00 Lakhs as on March 31, 2019 for a period of more than six months from the date they became payable. The Board is trying to maintian utmost financial discipline and avoid delay in payment of statuatory dues.

Boards clarification with regard to observations of Secretarial Auditor of the Company are as below:

1. Company is facing technically difficulty in filing e-form MGT-14 for the appointment of Company Secretary and Compliance Officer of Ms. Trupti Limbasiya with The Registrar of Company, the same shall be resolved soon;

2. Company is in the process of changing the status of the Company from Unlisted to Listed with The Registrar of Companies, Bangalore;

3. During the period 17/08/2018 to 30/10/2018 Company was in the search of Company Secretary and Compliance Officer;

4. Company shall soon file e-form MGT-14 for the appointment of Secretarial Auditor of the Company for the financial year 2017-18.

32. ANNUAL RETURN

Annual Return shall be place on www.focus-suites. com within the time prescribed under the Companies Act, 2013 for filling the Annual Return from the date of conclusion of the Annual General Meeting.

33. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no other material changes and commitments apart from above mentioned, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and on the date of this report. During the year under review, thefinancial position of the company was satisfactory.

34. PARTICULARS OF EMPLOYEES

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs 1,02,00,000/- p.a or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs 8,50,000/- p.m or more.

PARTICULARSASPERRULE 5 OFTHE COMPANIES (APPOINTEMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The details related to employees and their remuneration as required under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in "Annexure E" to this Boards Report. Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no employee falls under the threshold provided therein.

35. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform is exempted from provision 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 in this Annual Report. However we have complied with the relevant provision of the Companies Act, 2013 and rules thereunder with regards to formation of committies.

36. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from suspense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL	NIL	NIL	NIL

37. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of atleast 2% of average net profit are not applicable to the Company.

38. SECRETARIAL STANDARD:

The Board of Directors confirms that the applicable provisions of the Secretarial Standards on ‘Meetings of the Board of Directors, have been duly followed by the Company.

39. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for support extended by the bankers, business associates, clients, consultants, auditors, shareholders and the employees of the Company for their co-operation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Local Authorities and all statutory and/or regulatory bodies.

	For and on behalf of the Board of Directors
	Director
	DIN: 06879460
Mumbai, 26th August, 2019