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Focus Industrial Resources Ltd			Industry : Finance & Investments


BSE Code:	534757	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE603E01023	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	17.28466	Market Cap ( Cr.):	0.82	Face Value(Rs):	10

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To the Members,

Your Directors have pleasure in presenting the 37^th Annual Report on the business and operations of your Company together with audited accounts for tire Financial Year ended March 31,2022.

Financial Results

The financial performance of your Company for the year ended 31^st March, 2022 is summarised below:

Particulars	Financial Year ended 31^stMarch, 2022	Financial Year ended 31⁸¹March, 2021
	(Amount in Rs.)	(Amount in Rs.)
Total Revenue	25,37,306.00	52,72,347.00
Total Expenses	25,44,273.00	92,68,837.00
Profit/ (Loss) before tax	(6,967.00)	(39,96,490.00)
Current Tax	-	-
Deferred Tax	-	-
Earlier Year 1 ax	-	-
Profit/ (Loss) for the year	(6,967.00)	(39,96,490.00)
Earning per share (Basic)	0.00	0.00

Results of Business Operations and the State of Company's Affairs:

The highlights of the Company's performance for the year under report are as under:

a. Revenue from Operations - Rs.25,37,306.00

b. Profit/ (Loss) before Tax - Rs. (6,967.00)

c. Net Profit/ (Loss) - Rs. (6,967.00) ,

Performance Review:

The Overall revenue of the Company has been decreased in the year under report. Your Directors are hopeful to achieve growth in year 2022-23.

Share Capital

The paid-up Equity Share Capital as on March 31, 2022 was Rs. 12,19,41,990/-. During the year under review, the Company has not issued shares under Private Placement/Preferential Allotment/Right Issue/Employee Stock Option Scheme nor sweat equity.

Dividend

The Board of Directors of your Company has decided that no dividend s being recommended for this year.

Reserves

No amount is proposed to transfer/carry to any reserve.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

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

Information about Su bsidiaries, loint Ventures and Associate Companies

Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

Extract of Annual Re turn

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in Annexure 'A'

Board of Directors and Key Managerial Personnel

(A) The Current Composition of Board of Directors as on date is as follows:

As on 31^stMarch, 2022, the Board of your Company consists of four Directors as follows:

Name of the Directors	Designation
Ms. Mamta Jindal	Managing Director & Executive Director
Mr. Satendrapratapjaeswal	Non-executive & Independent Director
Mr. Rahul	Non-executive & Independent Director
Mr. Ram Kishan Singh	Non-Execulive & Non Independent Director

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the Directors are having vast knowledge and experience in the irrelevant fields and the Company had benefited immensely by their presence in the Board.

(B) Change in Directors and Key Managerial Personnel:

There is no change in Directors and Key Managerial Personnel during the year under report.Mr. Ram Kishan Singh, Director, Ms. Mamta Jindal, Managing Director, Mr. Punit Seth, Chief Financial Officer (CFO), Mr. Satendrapratapjaeswal and Mr. Rahul, Independent Directors will continue to the Board

In accordance with tire Articles of Association of the Company and Section 152 and other applicable provisions of Companies Act, 2013, Ms. MamLa Jindal (DIN:00085096), Director is retiring by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The Board recommends her re-appointment.

(D) Appointment

During the year under review, no Director had been appointed onto the Board of your Company.

(E) Boards^- Independence

The definition of 'Independence' of Directors is derived from Section 149(6) of the Companies Act, 2013. A declaration has been received from the following Non-Executive Directors confirming their Independence in terms of Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013:1. Mr. Satendrapratapjaeswal (DIN: 06864542)

2. Mr. Rahul (DIN: 06873911)

Declaration by Independent Directors

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made there under and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

(F) Key Managerial Personnel fKMP)

At the end of financial year, the KMPs of the Company as follows:

Ms. Mamta Jindal, Managing and Executive Director,

Mr. Punit Seth, Chief Financial Officer

Number of Board Meetings

The Board of Directors met Eight (08) times in the year 2021-22. The Details of the Board Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Committees

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Details of the said Committees along with their charters, composition and meetings held during the financial year, are provided in the "Report on Corporate Governance", as a part of this Annual Report.

Particulars of Loans, Guarantees or Investments

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and Investments are given in the notes to the Financial Stalemenis.

Particulars of Contracts or Arrangements with Related Parties

All the related part}' transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC- 2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Part}' are provided in the Company's financial statements in accordance with the Accounting Standards. All Related Party' Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on- the website of the Company viz. wwwTocuslimited.ln. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

Transactions with Related Parties

Your Company has formulated the policy on materiality of related par t}' transactions and dealing with related part}' transactions. The same is uploaded on the website of your Company. All contracls/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis.

Material Changes and Commitments

There have been no material changes and commitments, 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 relate and the date of the report.

The details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 20161 during the year along with their status as at the end of the financial year.

During the year under review, there was no application made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

During the year under review, there has been no one-time settlement of loans taken from the Banks or Financial Institutions

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure forming part of this Report,

Policies of the Company

Your Company has posted the following documents on its website www.fociTslimited.in:

1) Code of Conduct

2) Whistle Blower Policy/ Vigil Mechanism Policy

3) Fair Practice Code as per RBI Norms.

4) Policy for determination of Materiality for disclosure of events or information.

5) Policy for preservation of documents & Archival Policy

6) FamiliarisationProgrammes for Independent Directors.

7) Board Diversity Policy.

8) Related Party Transaction Policy.

9) Risk Management Policy.

10) Remuneration Policy

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism a comprehensive Whistle Blower Policy in compliance with Section 177(9) & 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODE) Regulations, 2015 to provide avenues to the Directors and employees to bring to the attention of the management, the concerns about behaviour of employees that raise concerns including fraud by using

the mechanism provided in the Whistle Blower Policy. The said policy has been uploaded on the website of the Company.

A brief note on the highlights of the Whistle Blower Policy and compliance with the same is also provided in the Report on Corporate Governance, which forms part of this Report.

Risk Management Policy

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.

Remuneration Policy

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework concerning remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Significant and Material Orders passed by the Regulators or Courts

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

Internal Control Systems

The Company's internal control system is commensurate with its size, scale and complexities of its operations. Internal Auditor carries out Internal Audit on the random basis to detect flaws in the system. Internal Audit reports are prepared on the respective areas to create awareness and corrective actions are taken to rectify them. These reports are reviewed by the Audit Committee of the Board for follow up action. The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

Public Deposits

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public and to this effect an under taking is given to the Reserve Bank of India,

Statutory Auditors

M/s Vishnu Aggarwal & Associates, Chartered Accountants bearing Firm Registration No. 007231C, are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting tdltheconcluSion of the sixth Annual General Meeting of the Company held thereafter.

As required under section- 139 of the Companies Act, 2013, the Company has obtained a written consent iromM/ s Vishnu Aggarwal & Associates, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with section 139(1) of the Companies Act, 2013, and the rules made there under, as may be applicable.

Auditors⁷ Report

There are no qualifications, reservations or adverse remarks made by M/s. Vishnu Aggarwal & Associates, Chartered Accountants, Statutory Auditors in their report for the Financial Year ended March 31, 2022. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Secretarial Auditor and Their Report

A Secretarial Audi t was conducted during the year by the Secretarial Auditor Mr. Nitesh Kumar Singh, Company Secretary in Practice of M/s Nitesh Singh & Associates, Firm of Practicing CompanySecretaries. The Practicing Company Secretary has submitted his Report on the Secretarial Audit conducted by him which is annexed to this Board's Report as Annexure-'C'.

Cost Audit

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.

Performance Evaluation of Board, Committee and Directors

The Board is committed to transparency in determining its performance, committees and in assessing the performance of members. During the year, the Board with the assistance of Nomination and Remuneration Committee has completed, the evaluation exercise, which includes the evaluation of the Board as a whole, committees and Directors, as per the internally designed evaluation process approved by the Board.

The evaluation tested key areas of the board's work including strategy, business performance, risk and governance processes The need to balance its monitoring activities with discussion on strategic matters was recognized and ought to be continually borne in mind. The evaluation considers the balance of skills, experience, independence and knowledge of the Company and the Board, its overall diversity, and analysis of the Board and its Directors' functioning.

The feedback of the evaluation exercise was collated and discussed with the Board and an action plan to further improve the effectiveness of Board and committees is put in place.

Internal Financial Control

Internal control framework including clear delegation of authority and standard operating procedures are established and laid out across all businesses and functions. These are reviewed periodically at all levels. The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented. These measures have helped in ensuring the adequacy of internal financial controls commensurate with the scale of operations of the company.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best Corporate Governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report.

' The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Compliance with Secretarial Standards SS-1 & S5-2

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

Managerial Remune ration and Particulars of Employees

(A) .. The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed as "Annexure - B" to this Report.

(B) . The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Fersonnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

There are no employees employed throughout the financial year and in receipt of remuneration of one crore and two lakh rupees, or employed for part of the year and in receipt of eight lakh and fifty thousand rupees per month, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure Under the Sexual Harassment of Woman at Workplace fPrevention, Prohibition And Redressall Act, 2013

The Company has not fall in requirements of the Sexual Harassment of Women at the Workplace (prevention. Prohibition & Redressal) Act, 2013. Also, the Company has not received any complaints in this regard.

Management Discussion and Analysis Report

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Lisling Regulations") and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and resul t of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

EamiliarisationFrogramme of Independent Directors

In accordance with Regulation 25 of the Listing Regulations, the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the company with the organization.The Company also aims at informing the Directors on the legal, regulatory as well as socio-economic regime in which the Company functions. The familiarization Programme for the new and continuing Independent Directors of the Company ensures valuable participation and inputs from them which helps in bringing forth the best practices to the Company and help in making informed decision(s) at the Board Level.

The details of such FamiliarisationProgramme for Independent Director are uploaded on the website of the company and the web link of the same is provided here under: http: / / focusli rnited.in/ policy / FamilarisaLion %20Frogram.pdf.

Fair Practice Code

The Company has in place, a Fair Practice Code approved by the Board, in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is available on the website of the Company at http://focuslimited.rn/falr piactice.htinl.The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

Prohibition of Insider Trading:

SEBI vide its Notification No. SEBI/LAD-NRO/GN/2018/59 dated December 31, 2018 has amended the SEBI (prohibition of Insider Trading) (Amendement) (Regulations) 2018 which become applicable from April 1, 2019. In Compliance with the aforesaid notification of SEBI, the Company has revised Model Code of Conduct of Insider Trading Regulations which is applicable to all the Designated persons of the Company who are expected to have access to the Unpublished price sensitive Information relating to the Company.

The said Code lays down guidelines which advises them on procedure to be followed and disclosure to be made while dealing in the shares of the Company. It is available at the website of the Company www.focuslimited.in

Fixed Deposits

The Company has not accepted any fixed deposits and, as such, no amount was outstanding as at the Balance Sheet date.

Public Deposits

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the Companies act, 2013.

Listings

The equity shares of the Company are listed on BSE Ltd. and The Calcutta Stock Exchange Limited. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, 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 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 profil 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 delecting fraud and other irregularities;

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

(e) 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;

The RBI Norms and Accounting Standards

To comply with RBI directions, your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

Reserve Bank of India Regulations

The Reserve Bank of India has classified the Company as "Category 'B' Non-Banking Finance Company". The Company has complied with all the applicable regulations of the Reserve Bank of India.

Disclosure about Corporate Social Responsibility

Corporate Social Responsibility as prescribed under the provisions of Seclion 135 of the Companies Act, 2013 is not applicable to the Company as the Company doesn't fulfill the criteria specified therein.

Business Responsibility Report

SEBI vide its Circular CIR/CFD/DIL/8/2012 dated August 13, 2012/ mandated the top 500 listed entities, based on market capitalization, to include Business Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the Companies from Environmental, Social and Governance perspective. Accordingly, this circular is not applicable to our Company.

Details in respect of Frauds Reported by Auditors under Sub-Section (12) of Section 143 other than those which are reportable to the Central Government

The Auditors have not reported any fraud(s) during the period under review.

Green Initiatives

Electronic copies of the Annual Report for F.Y.2021-22 and the Notice of the 37^lhAGM are sent to all members whose email addresses are registered with the Company / depository participants, For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Acknowl ed ggmgntg

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilisation of the Company's resources for sustainable and profitable growth.

The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Directors look forward to the long term future with confidence

For and on behalf of the Board of Directors

	Ram Kish an Singh	Mamta Jindal
Date: 09.12.2022	Director	Managing Director
Place: Delhi	DIN: 07819542	DIN: 00085096