FOCUS INDUSTRIAL RESOURCES LIMITED29TH ANNUAL REPORT 2013-14

GROW WITH US

CONTENTS

Company Information

Chairman's Message

Directors' Profile

Notice

Directors' Report

Management's Discussion & Analysis Report

Corporate Social Responsibility

Report on Corporate Governance

Auditors' Certificate on Corporate Governance

Auditors' Report

1-2

3-4

5

6-8

9-10

11-12

13

14-21

22

23-24

ACCOUNTS

Balance Sheet

Statement Of Profit & Loss

Cash Flow Statement

Notes To Financial Statements

Form Of Proxy & Attendance Slip

25

26

27

28-36

104, Mukand House, Commercial Complex,

Azadpur, Delhi - 110 033

COMPANY SECRETARYMS. SILKY KAPOOR

WEBSITEwww.focuslimited.in

AUDITORSM.M. GOYAL & CO.

208, ALLIED HOUSE, IIND FLOORSHAHZADA BAGH, INDER LOK

DELHI - 110 035

BANKERANDHRA BANK

REGISTERED OFFICE &

CORPORATE OFFICE

CORPORATE INFORMATION

* BSE LIMITED

* DELHI STOCK EXCHANGE LIMITED

* CALCUTTA STOCK EXCHANGE LIMITED

BEETAL FINANCIAL & COMPUTER SERVICES (P) LTD.BEETAL HOUSE, 3RD FLOOR, 99 NEAR DADAHARSHUKH DAS MANDIR, NEW DELHI-110 062E-MAIL : beetalrta@gmail.comWEBSITE : www.beetalfinancial.comPh. : 011-29961281-83

STOCK EXCHANGE

REGISTRAR & TRANSFER AGENTS

Dear Shareowners,

FY 2013-14 in perspective

2014 has reserved its place in our country's history book as the

definitive year of change. The elections ushered in a new

leadership with a mission to reboot the economy, deliver

stability and efficient governance. Priorities have been

scripted as a 10 point agenda that includes being people-

oriented, building confidence in the bureaucracy, increasing

investment, particularly in infrastructure, and implementing

policy in a time-bound manner.

It was a rather tepid year for India on the economic front,

with GDP growth at under 5%. As anticipated, the

uncertainty of FY 2013 which spilled through FY 2014 left

us grappling with high current account deficit (CAD) and

fiscal deficit levels. Though CAD was eventually brought

under control, the fiscal deficit is still a cause for concern.

Widening the tax net to improve the tax-to-GDP ratio,

disinvestment of stakes in public sector undertakings and

reducing non planned expenditure including subsidies would

help the fiscal front. Leaders and captains of Industry,

investors, analysts and the common man alike, all know the

answer to the problem: Growth. Hope is a key theme now.

India is looking forward to a better day. And so we are.

FY 2013-14 was an eventful year. Despite the uncertainity in

the economy and challenges posed, the Company has

established its presence in the business.

I am optimistic about your Company's prospects in the coming

years. Even during an economic slowdown, your Company

has continued to grow. During the year under review, your

Company registered net profits of Rs. 9.20 lacs. This is the

performance in a difficult year, with the right policies in place

your Company is capable of doing much more. I expect a major

pick-up in finance sector activities. The Company today is

inundated with a talent pool eager to explore opportunities in

various fields. We keep getting new business ideas and

suggestions to expand our product portfolio. Each idea or

proposal is meticulously evaluated.

While this is our second Annual Report since BSE listing, our

shares are regularly traded on exchange.

Our NBFC businesses are designed to ride the different

business cycles to achieve consistent growth and returns. Just

as our business portfolio is diversified, so is our talent mix.

Your company's senior management team has over 10 years of

experience on an average in the financial services sector.

Balancing this experience is the energy of youth. A company-

wide average employee age of 30 makes for a potent blend of

experience and youth. We have been successful in attracting,

retaining and nurturing this talent-mix at all levels.

We are confident our medium and long-term prospects remain

positive based on our competitive position, our diversified

operations and strong financial capacity. Further as

discussed last year, the Company for adding lasting value to

Progressing into future……

29TH ANNUAL REPORT 2013-14

3Chairman's Message

your stake, has in future planning to get its shares listed on

National Stock Exchange.

To be a leading financial services provider, admired and

respected for ethics, values and corporate governance.

With a fresh political mandate for a stable government, and

with green shoots of economic revival beginning to be visible,

we look forward to a better business environment in the

coming year.

On behalf of the Board and on my own behalf, I place on

record my sincere appreciation and gratitude to our customers,

shareholders and bankers for their continued support and the

confidence they have reposed in the Company. I thank the

regulators for their constant support. I would like to thank all

our Directors for their invaluable guidance and

encouragement which have been critical for the success of the

Company. i record my special appreciation of the tireless

OUR VISION

efforts of team FIRL, a dedicated and loyal band of people

who have displayed unswerving commitment to their work in

these challenging times and helped the Company deliver

strong results.

I thank you for your attention.

Regards,

Sd/-

(Pradeep Kumar Jindal)

Chairman & Managing Director

29TH ANNUAL REPORT 2013-14

4 Chairman's Message

Directors' Profile

Mr. Pradeep Kumar Jindal, is the Promoter & Managing

Director of FIRL Since 2006. As the Managing Director, he

heads the organization and provides strategic direction

and guidance to all the activities of the organisation and

had also practiced as Income Tax Practitioner for over

twelve years. Mr Pradeep Kumar Jindal holds a degree of

Masters in Business Administration (MBA) and a graduate

in Commerce from Agra. He joined the Company in 2001

as a Director on the Board. He is a member of the Audit

Committee constituted by the Company.

Ms. Madhvi Bhatnagar, holds a degree of Bachelor in

Commerce and has over two decades of work experience

in the Non-Banking Finance Company. She has a very

broad background for providing financial solutions. She is

chairman of the Shareholders Grievance Committee and

also a member of the Audit Committee, & Remuneration

Committee. She joined the Board on July 29, 2002 as a

Director.

Mr. Santanu Kumar Dash, holds a degree of Bachelor in

Commerce and has over two decades of work experience

in the Non-Banking Finance Company and is also working

as Income Tax Practitioner over thirteen years. He is also

the Chairman of the Audit Committee and Member of the

Shareholders Grievance Committee & Remuneration

Committee. He joined the Board on July 29, 2002 as a

Director.

Mr. Ashok Kumar Gupta, holds a degree of Bachelor in

Commerce & Law and he has a diversified experience as

an Engineer & Contractor. He is recognized for excellent

people management and team building abilities besides

infusing the spirit of action and a result oriented work

culture. He is a firm believer in value based strategies. He

joined the Board on April 16, 2011 as a Director.

Mr. Punit Seth, holds a degree of Bachelore in Commerce,

with a major emphasis on finance. He has a vast

experience of over ten years in financial services. He thjoined the Board on 09 July, 2014 as a Chief financial

Officer. The officer is primarily responsible for financial

planning and record-keeping, as well as financial reporting

to higher management and analysis of data.

Ms. Silky Kapoor heads the Legal, Compliance and

Company Secretarial function of the Company. She is a

fellow member of The Institute of Company Secretaries of

India (ICSI), Law Graduate and Bachelor of Commerce

with honours from Delhi University. She has over thirteen

years of experience working as Company Secretary. Her

expertise lies in Secretarial and Legal function & holds

great managerial skills.

MR. PRADEEP KUMAR JINDALMANAGING DIRECTOR

DIRECTORS' PROFILE

MS. MADHVI BHATNAGARDIRECTOR

MR. SANTANU KUMAR DASHDIRECTOR

MR. ASHOK KUMAR GUPTADIRECTOR

MR. PUNIT SETHCHIEF FINANCIAL OFFICER

MS. SILKY KAPOORCOMPANY SECRETARY

5

6

THNotice is hereby given that the 29 ANNUAL GENERAL MEETING of F O C U S I N D U S T R I A L R E S O U R C E S L I M I T E D ( C I N : L15319DL1985PLC021348) will be held at Shalimar Bagh Club, Plot No-9, B-Block, Community Centre, Club Road, Shalimar Bagh, Delhi-110088, on

thTuesday, 30 day of September, 2014 at 12.30 p.m. to transact the following business:

1. To receive, consider and adopt the financial statements for the financial year ended 31st March, 2014 including the audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. S.K. Dash(holding DIN:02154069), Director of the Company, who retires by rotation at this Annual General Meeting, and being eligible, offers himself for re-appointment.

3. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to sections 139, 142 and such other applicable provisions of the Companies Act, 2013, M/s. M.M. Goyal & Co., Chartered Accountants (Firm Registration Number 007198N), the retiring Auditors of the Company, be re-appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the Audit.”

1. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Mr. Ashok Kumar Gupta (DIN: 01197121), in respect of whom the company has received a notice in writing proposing his candidature for the office of a director under section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the company not liable to

thretire by rotation, to hold office for a term of 5 consecutive years up to 34 annual general meeting. 2. To consider and, if thought fit, to pass, with or without modification(s), the

following resolution as an Ordinary Resolution :“RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Ms. Madhavi Bhatnagar (DIN: 02045590 ), in respect of whom the company has received a notice in writing proposing his candidature for the office of a director under section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the company not liable to retire by rotation, to hold

thoffice for a term of 5 consecutive years up to 34 annual general meeting.By Order of the Board of Directors

For FOCUS INDUSTRIAL RESOURCES LIMITED Sd/-

Pradeep Kumar JindalChairman & Managing Director

DELHI DIN NO: 00049715September 5, 2014

1. A MEMBER ENTITLED TO VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING

ORDINARY BUSINESS :

SPECIAL BUSINESS:

NOTES :-

IN THE AGGREGATE NOT MORE THAN TEN (10) PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. PROXIES SUBMITTED ON BEHALF OF THE COMPANIES, SOCIETIES ETC. MUST BE SUPPORTED BY AN APPROPRIATE RESOLUTION/AUTHORITY.

2. Corporate members intending to send their authorized representatives to attend the meeting are requested to send the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting.

3. Members are requested to:-(a) Note that copies of annual report will not be distributed at the

Annual General Meeting.(b) Deliver duly completed and signed attendance slip at the entrance

of the meeting venue as entry will be strictly on the basis of the entry slip available at the counters at the venue to be exchanged with the attendance slip.

(c) Quote their Folio/client ID and DP ID Nos. in all correspondence.(d) Note that no gifts/coupons will be distributed at the Annual General

Meeting.3. The attendance slip and proxy form for the member of the company have

been enclosed with the notice.4. Members are requested to quote their Registered Folio No., client ID and

DP ID numbers for facilitating identification for attendance at the meeting.5. Proxies, in order to be effective, must be deposited at the Registered

Office of the Company not less than forty eight hours before the commencement of the Meeting.

6. The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of Special Businesses to be transacted at the Annual General Meeting is annexed hereto.

7. The Register of Members and Share Transfer Books of the Company will remain closed from September 19, 2014 to September 20, 2014 (both days inclusive), for the purpose of Annual General Meeting.

8. Members desirous of getting any information on any items of business of this Meeting are requested to address their queries to Company Secretary of the Company at the Registered office of the Company at least ten days prior to the date of the meeting, so that the information required can be made readily available at the meeting.

9. All documents referred to in the accompanying notice and Statutory Registers are open for inspection at the registered office of the Company on all working days (barring Sunday) between 10.00 a.m. to 12.00 p.m. prior to the Annual General Meeting.

10. The entire Annual Report is also available on the Company's website www.focuslimited.in.

11. Members are requested to intimate to the Company the changes, if any in their registered address along with pin code number.

12. As a part of “Green Initiative” in Corporate Governance, the Ministry of Corporate Affairs has allowed sending communication to the shareholders through electronic mode. Accordingly, we propose to send documents like notices convening general meetings, Annual Reports, etc to the email addresses of the shareholders. Please give the details in the attached format for registering your email ID. Those holding shares in demat form are requested to register their email IDs with their Depository Participants.

13. Members are requested to send all correspondence to Company's Registrars at Beetal Financial & Computer Services (P) Ltd, 3rd floor 99, near Dada Harsukh Das Mandir, New Delhi- 110062. Telephone Number 011- 29961281-83 & E-Mail id beetalrta@gmail.com. Website: www.beetalfinancial.com.

14. (1) The equity shares of the company are listed at the BSE Limited, 25th Floor, P J Tower, Dalal Street, Mumbai, Maharashtra- 400001, Delhi Stock Exchange Limited, 3/1, Asaf Ali Road, New Delhi-110002 & The Calcutta Stock Exchange Limited, 7, Lyons Range, Kolkata-700001.

(2) Annual Listing fees for the year 2014-15 have been paid to the BSE Ltd, Delhi Stock Exchange Limited & The Calcutta Stock Exchange Limited.

15. The information pursuant to Clause 49 of the Listing Agreement with

NOTICE

Notice

7

respect to the details of the directors seeking appointment / reappointment at the forthcoming Annual General Meeting is annexed to the notice as annexure.

16. Voting through electronic meansPursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement with the Stock Exchanges, the Company is

th providing its members facility to exercise their right to vote at 29 Annual General Meeting with an option of voting by electronic means and the business may be transacted through e-Voting services provided by Central Depository Services (India) Limited(CDSL).The Company has appointed Mr. Ankit Aggarwal of A. Agarwal & Associates, Practising Company Secretaries as scrutinizer for conducting evoting process in fair and transparent manner.

The instructions for members for voting electronically are as under:-In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com(ii) Click on “Shareholders” tab.(iii) Now, select the “COMPANY NAME- FOCUS INDUSTRIAL

RESOURCES LIMITED” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio

Number registered with the Company.(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to

www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

(viii) After entering these details appropriately, click on “SUBMIT” tab.(ix) Members holding shares in physical form will then reach directly the

Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the Focus Industrial Resources Limited on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and

against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.• Institutional shareholders (i.e. other than Individuals, HUF, NRI

etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form b e a r i n g t h e s t a m p a n d s i g n o f t h e e n t i t y t o helpdesk.evoting@cdslindia.com.

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

• T h e l i s t o f a c c o u n t s s h o u l d b e m a i l e d t o helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

th(B) The voting period begins on Wednesday, 24 day of September, 2014 at th9 A.M. and ends on 26 September, 2014 at 9 A.M. During this period

shareholders' of the Company, holding shares either in physical form or thin dematerialized form, as on the cut-off date (record date) of 29 August,

2014 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com

ITEM 1The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:Items No. 1-2 relating to appointment of independent directorsSection 149 of the Companies Act, 2013, which came into effect from 1 April 2014, requires every listed company to have one-third of the total number of directors as independent directors. As on 31 March 2014, the Board of Directors of the Company comprised of Mr. Ashok Kumar Gupta, Ms. Madhvi Bhatnagar, directors, as independent directors pursuant to clause 49 of the listing agreement. Accordingly, with the recommendations of the Remuneration and Nomination Committee, the Board of Directors at its meeting held on September 05, 2014, has appointed Mr. Ashok Kumar Gupta, Ms. Madhvi Bhatnagar, directors, as independent directors of the Company pursuant to section 149, schedule IV and other applicable provisions, if any, of the Companies Act, 2013, for a

thconsecutive period of 5 years from this annual general meeting to 34 annual general meeting. The said appointment is subject to the approval of members. In respect of the appointments of the aforesaid directors, the Company has, as required by section 160 of the Companies Act, 2013, received notices in writing regarding candidature of the aforesaid directors for the office of the director. The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6). The respective appointee is not disqualified from being appointed as a director in terms of section 164 of the Act. The appointment of independent directors is subject to the terms and conditions as mentioned in the respective appointment letter given to the aforesaid directors. The terms and conditions of appointment of independent directors shall be open for inspection at the

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 (“the Act”)

Notice

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account Bank or in the company records for the said demat account or folio.Details# • Please enter the DOB or Dividend Bank Details in order to login.

If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field.

registered office of the Company by any member during normal business hours. In the opinion of the Board, the proposed appointment of independent directors , fulfills the conditions specified in the Act and the Rules made there under and that the proposed appointment of independent directors is independent of the management. Brief resume of above mentioned directors are given in the annexure to the notice. The Board of Directors is of the opinion that the aforesaid directors possess requisite skills, experience and knowledge relevant to the Company's business and it would be in the interest of the Company to continue to have their association with the Company as directors.The Board recommends passing of the ordinary resolutions set out in items no. 1-2 of the notice.None of the directors, except the concerned directors, key managerial personnel of the Company and their relatives are, concerned or interested, in these resolutions, except to the extent of their respective shareholding, if any, in the Company.

ITEM No. 3

Re-appointment of Mr. S.K. Dash as a director liabile to retire by rotation: Mr. S.K. Dash was appointed as a director of the company on 29 July, 2002. He

this liable to retire by rotation at the 29 annual general meeting and being eligible has offered himself for re-appointment. His brief resume and nature of his expertise in specific functional area is provided in the annual report. He is not related to any other director of the company. Names of other companies in which he holds directorship and committee membership as referred in clause 49 of the listing agreement(s) as per his disclosure to the board for the financial year 2014-15 are given below:

Name Mr. S.K Dash

Date of Birth 18.05.1963

Date of Appointment July 29,2002

Qualifications Bachelor's Degree in Commerce.

Expertise in specific Functional area He has two decades work experience in the Non-Banking Finance Company and is also working as Income Tax Practitioner for over 12 years.

Directorship held in other Companies 0

Membership/Chairmanship of Committees across all Public Companies other thanFocus Industrial Resources Limited 0

Number of shares held in the Company 100

Name Mr. Ashok Kumar Gupta

Date of Birth 17.07.1952

Date of Appointment April 16,2011

Qualifications Bachelor's Degree in Commerce & Law.

Expertise in specific Functional area He has a diversified experience as an Engineer & Contractor. He is a firm believer in value based strategies.

Directorship held in other Companies 4

Membership/Chairmanship of Committees across all Public Companies other thanFocus Industrial Resources Limited 0

Number of shares held in the Company NIL

ANNEXURE -1

A. INFORMATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT(S):

Name of the company Committee membershipBRIEF RESUME OF THE DIRECTORS SEEKING RE-APPOINTMENT AT

thTHE 29 ANNUAL GENERAL MEETING

ANNEXURE -2BRIEF RESUME OF THE INDEPENDENT DIRECTORS SEEKING RE-

thAPPOINTMENT AT THE 29 ANNUAL GENERAL MEETING

ANNEXURE -3BRIEF RESUME OF THE INDEPENDENT DIRECTORS SEEKING RE-

thAPPOINTMENT AT THE 29 ANNUAL GENERAL MEETING

Name Ms. Madhvi Bhatnagar

Date of Birth 26.04.1969

Date of Appointment July 29,2002

Qualifications Bachelor's Degree in Commerce.

Expertise in specific Functional area She has experience of more than 10 years in the field of Finance. She has expertise in guiding Current Business and managing the financial aspects of the business.

Directorship held in other Companies 0

Membership/Chairmanship of Committees across all Public Companies other thanFocus Industrial Resources Limited 0

Number of shares held in the Company NIL

By Order of the Board of DirectorsFor FOCUS INDUSTRIAL RESOURCES LIMITED

Sd/-Pradeep Kumar Jindal

Chairman & Managing DirectorDELHI DIN NO: 00049715September 5, 2014

8 Notice

The Directors have pleasure to present their 29th Annual Report and the audited Annual Accounts for the year ended 31st March 2014.

The financial performance of your Company for the year ended 31st March, 2014 is summarised below:

Your company achieved an all time good performance both in turnover and its profits. Your Company's profit before tax Rs. 13,32,374/- for the period under review from Rs. 52,84,704/- of previous financial year.

Your company has registered a Net Profit of Rs. 9,20,671/- for the year under review against the Net profit Rs. 36,70,340/- of the previous year. Your company coupled high level of modernization with, concentrated efforts of both Management and employees to attain these levels of performance.

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

Your Company did not accept any deposits from public in term of the provisions of section 73 of the Companies Act, 2013 and to this effect an undertaking is given to the Reserve Bank of India.

Your Company's shares are listed on the Delhi Stock Exchange Ltd, The Calcutta Stock Exchange Limited and BSE Ltd. During the year under review, your company's share price had touched a high of Rs.90/- per equity share which clearly show that the markets have recognized our performance.

As an NBFC, your Company is subjected to both external risk and internal risk. External risk due to interest rate fluctuation, slowdown in economic growth rate, political instability, market volatility, decline in foreign exchange reserves, etc. Internal risk is associated with your Company's business which includes deployment of funds in specific projects, diversification into other business operations, retention of talented personnel, managing effective growth rate, volatility in interest rate, NPAs in portfolio, changes in compliance norms and regulations, contingent

FINANCIAL RESULTS

REVIEW OF OPERATIONS

DIVIDEND

PUBLIC DEPOSIT

LISTING ON STOCK EXCHANGES

RISK AND CONCERNS

liabilities and other legal proceedings. Your Company recognizes the importance of risk management and has invested in people, process and technologies to effectively mitigate the above risks.

To comply with RBI directions, your Company has closed its accounts for the full year ending March 2014, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

In FIRL, reaching out to underserved communities is part of our HERITAGE. We believe in the trusteeship concept. This entails transcending business interests and grappling with the “quality of life” challenges that underserved communities face, and working towards making a meaningful difference to them Board of Directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on an ethos of generosity and compassion, characterised by a willingness to build a society that works for everyone. This is the cornerstone of our CSR policy.

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information relating to conservation of energy and technology absorption is therefore not applicable to your company. There were no foreign exchange earnings or outgo for your Company during the year.

The directors report that

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have 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 account of the company for that period.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) 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.

As per Section 152 of the Companies Act, 2013 read with Article 134 of Articles of Association of the Company, Mr. S.K. Dash , Executive Director of the Company retires by rotation and, being eligible, offers himself for re-appointment subject to retirement by rotation.

THE RBI NORMS AND ACCOUNTING STANDARDS

CORPORATE SOCIAL RESPONSIBILITY

INFORMATION AS PER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013

DIRECTORS RESPONSIBILITY STATEMENT

DIRECTORS

PARTICULARS 2013-2014 2012-2013

Total income 10,073,015.00 3,90,38,666.00

Profit/(Loss) Before 97,31,402.00 57,34,081.00Depreciation & Taxes

Less: Depreciation 9,90,761.00 4,49,377.00

Current Tax 2,26,716.00 15,20985.00

Income tax Previous Year NIL NIL

Add/ Less: Deferred Tax (1,84,987) (93,379.00)Assets/Liability

Profit/(Loss) after Tax 9,20,671.00 36,70,340.00

Profit/(Loss) brought forward 75,31,000.00 45,94,728.00from previous year

Transfer to reserve funds 1,84,134.00 7,34,068.00

Balance Carried Forward to 83,09,080.00 75,72,090.00the Balance Sheet

9

DIRECTORS' REPORT

Directors' Report

Place : Delhi Dated : September 5, 2014

PARTICULARS OF EMPLOYEES

AUDITORS

APPRECIATION

The company does not have any employees whose remuneration exceed the limits for which disclosure is required in accordance with section 134(3)(e) of the Companies Act, 2013.

You are requested to appoint Auditors and fix their remuneration. The retiring auditors, M/s. M.M Goyal, Chartered Accountants, (Firm Registration No. 007198N) have confirmed their availability within the limits of section 139(1) of the Companies Act, 2013.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

For Focus Industrial Resources Limited

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Ashok Kumar Gupta, Ms. Madhvi Bhatnagar as Independent Directors of your Company up to 5 (five) consecutive years up to on 31st March, 2019.

The role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

In compliance with the requirements of Clause 49 of the Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance forms an integral part of this Report.

A Business Responsibility Report as per Clause 55 of the Listing Agreement with the Stock Exchanges, detailing the various initiatives of the Company forms part of this Report.

Your Company is complying with all the guidelines of the Reserve Bank of India for Non Banking Finance Company. In terms of Para 13 of the NBFC Regulations, the particulars as applicable to the Company are appended to the Balance Sheet.

Your Directors place on record the appreciation of effort and dedication of the employees in achieving good results during the year under review. In line with its policy, your Company continues to place great emphasis on training programmes for all- round development of the staff at all levels. Your Company has been actively concentrating on development of human resources, which is a prime asset for its substantial growth.

AUDIT COMMITTEE

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY REPORT

RBI GUIDELINES

EMPLOYEES

Sd/-(Pradeep Kumar Jindal)

Managing DirectorDIN NO: 00049715

Sd/-(Ms. Madhvi Bhatnagar)

Director DIN NO : 02045590

10 Directors' Report

FY14 that impact NBFCs in general:

• lending against Gold Jewellery: The RBI stipulated that loan amount (Loan to Value or LTV) should be restricted to 75% of the base value of gold jewellery. It clarified that only the intrinsic value of gold jewellery allowed as the base value for this purpose. Further, the process of valuation of gold jewellery was made transparent and standardized and the disbursal of loans of ̀ 1 Lakh and above had to mandatorily be made by cheque.

• central registry of mortgages: The RBI mandated that all mortgages from March 31, 2011 were to be registered with the Central Registry under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act). The SARFAESI Act, which allows banks and financial institutions to auction residential and commercial properties when borrowers fail to repay their loans, will enables banks to reduce their non-performing assets (NPAs) by adopting measures for recovery or reconstruction.

• securitisation: The central bank has allowed credit enhancement on loan resets, subject to certain conditions.

• Prepaid Payment instruments: Throwing open a new business opportunity, the RBI has allowed the issue of prepaid cards.

• Private Placements: The RBI issued a clarification regarding NBFCs raising money through private placements of Non- Convertible Debentures (NCDs). Although the industry believed that withdrawal of the current facility of issuing NCDs without any restrictions would result in adversely impacting their Asset Liability Management (ALM), it clarified that this freedom resulted in inadequate resource planning and higher transaction cost. Nevertheless, in order to facilitate the process of moving to a more robust ALM in a non-disruptive manner, it decided not to immediately operationalize the instruction with regard to the minimum gap between two successive issuances of privately placed NCDs.

Focus Industrial Resources Limited, has established a strong foundation and poised for future growth. The Company is an NBFC with a record of consistent growth and profitability and a comprehensive product suite to meet the multiple financial needs of its customers. High levels of corporate governance, transparency, robust processes and controls continue to be an integral part.

The Company has in place adequate systems of internal control which is commensurate with its size and nature of operations. It maintains a system of internal controls designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls and compliance with applicable laws and regulations.

The Company has in place adequate systems to ensure that assets are safeguarded against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported. It has further strengthened its system controls by implementing robust Loan Management Systems.

The Company has an Internal Audit Department, which reports to the

BUSINESS OVERVIEW

INTERNAL CONTROL SYSTEMS

OVERVIEW

PERFORMANCE AND POLICIES OF THE NBFC SECTOR

The fiscal year ended 31st March 2014 proved to be a challenging year with the Indian economy witnessing sustained slowdown across sectors. While the economic growth for the year is expected to have marginally improved to 4.9% from the lows of 4.5% witnessed in 2012-13, it is still a far cry from the above 8% growths witnessed during most part of 2004 to 2011.

The recovery in 2013-14 is largely on the back of revival in agriculture growth due to a steady monsoon. However, recovery in the other areas of the economy appears to be feeble with no clear signs of recovery. Industry continued to be in the midst of a slowdown. This was inspite of a push from the Government to clear the hurdles plaguing infrastructure sector projects as this has clearly not resulted in any action on the ground level.

On the demand side, the consumption growth remained weak amid elevated inflation and subdued income growth. The first half of the year also saw the Rupee in a free fall under pressure from the worsening deficits, current account deficit as well as the fiscal deficit. Coupled with fears of large fund outflows due to the expected Fed tapering, the Rupee breached the ` 68 level to the US Dollar in August, 2013. A slew of measures taken by RBI and the Central Government saw the current account situation improving significantly which helped the Rupee to recover from its all time lows during the later part of the year. The elevated levels of inflation since 2010-11 continued to be a cause of concern for the economy and although the inflation levels eased off over the last quarter of the year, the stickiness in inflation did not provide much room for RBI to lower the interest rates and prime pump the economy.

The business of the Company is that of a Non Banking Finance Company(NBFC).

Non Banking Financial Companies(NBFCs) have become an intergral part India's financial system. In recent times, NBFC's have emerged as lenders to both companies and individuals. When it comes to lending, NBFCs are generally regarded to be complementary to banks and are often able to offer better services and products to their customers through Micro finance. Inspite of strong competition faced by the NBFCs, the inner strength of NBFCs viz local knowledge, credit appraisal skill, well trained collection machinery, close monitoring of borrowers and personalized attention to each client, are catering to the needs of small and medium enterprises in the rural and semi urban areas. NBFC's are playing significant role in financing the road transport and infrastructure and have reached the gross root level.

According to the rating agency ICRA, NBFCs are expected to report a growth of around 8-10% in retail credit in FY14 compared to the 19% achieved in FY13. This was based on the observation that credit by the sector had grown by only 5% during the first nine months of FY14, as against the 15% posted during the same period of FY13. The CV and CE sectors were impacted by the dip in economic growth, the government's inability to kick start projects and judicial interventions like the ban on mining. The demand for gold loans too has been subdued due to regulatory interventions such as lower LTV ratios which prevailed for a large part of the fiscal year.

Below are some of the major policy initiatives taken by the RBI during

MANAGEMENT'S DISCUSSION AND ANALYSISNBFC- INDUSTRY STRUCTURE AND BUSINESS DEVELOPMENTS

11Managements Discussion

& Analysis Report

In our drive towards building a culture of execution, we have initiated a process that is designed to build discipline and accountability in our frontline staff to achieve higher productivity. We have seen some success and are working to embed the process more deeply.

Although markets continue to be challenging, we have been able to find a competitive edge that drives our productivity. Looking ahead, the Company plans to continue its drive towards building cultural capabilities that will give us a competitive edge in the market.

The Company would continue to follow the business model and the pruned strategy to focus on the retail financing business to boost the MSME and consumption business in India. The Company has done most of the requisite investments to create the sustainable retail finance machinery with effective and prudent credit policy, operations, technology, compliance with the legal and regulatory framework, strong corporate governance and the committed, young workforce. The Company would look forward to continuous improvement of the operating model to make the best customer experience and value propositions. The Company would look forward to obtain the continuous and higher operating leverage in the coming years including FY15.

Statements made in this Management Discussion and Analysis Report may contain certain forward-looking statements based on various assumptions on the Company's present and future business strategies and the environment in which it operates. Actual results may differ substantially or materially from those expressed or implied due to risk and uncertainties. These risks and uncertainties include the effect of economic and political conditions in India and abroad, volatility in interest rates and in the securities market, new regulations and Government policies that may impact the Company's businesses as well as the ability to implement its strategies. The information contained herein is as of the date referenced and the Company does not undertake any obligation to update these statements. The Company has obtained all market data and other information from sources believed to be reliable or its internal estimates, although its accuracy or completeness cannot be guaranteed.

For and on behalf of the Board of DirectorsFor FOCUS INDUSTRIAL RESOURCES LIMITED

Sd/-Pradeep Kumar Jindal

Managing DirectorDELHI DIN NO: 00049715September 5, 2014

OUTLOOK

CAUTIONARY STATEMENT

Audit Committee of the Board of Directors of the Company comprehensive audit of functional areas and operations of the Company are undertaken to examine the adequacy of and compliance with policies, plans and statutory requirements. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

The Company constantly invests in people, processes and technology as the Company acknowledges that these are vital elements for mitigating various risks posed by the environment.

Company realizes that a good customer experience is of critical importance in building a sustainable customer franchise. Accordingly, the Company constantly endeavors to improve the service engagement with its customers through e-mails and follow up letters at regular intervals to keep the customer aware of the payment cycle.

Company believes that to facilitate efficiencies and ensure seamless business growth, investing in technology is crucial. The implementation of appropriate IT systems results in better customer experiences.

By continuously pursuing improvements in processes in the field of technology, Company has achieved peak stability on retail lending applications and is currently in the process of implementing a customer relationship management system.

The Company's hardware infrastructure and the security systems have also been upgraded to strengthen the overall network and ensure smooth functioning of the applications architecture. Company has also enhanced its communication channels to allow for more efficient internal and external communications which culminate in faster decision making and greater customer satisfaction.

Human resources are the cornerstone of growth and progress. The Company recognizes that people are not just a valuable asset but play a critical role in achieving its goals too. The Company had a team of talented and experienced employees, providing a wide range of financial services.

Towards ensuring that the potential of this resource is maximized, Company people agenda continues to be aimed at

• Driving a performance culture to achieve financial goals,

• Future proofing the franchise to build sustainability and

• Engagement, communication and transparency to build commitment.

The focus during the year was to further align our people practices to achieving our company objectives. The approach we have adopted is to influence the cultural aspects and build a culture of learning and execution. We have created a framework with learning paths for every job family as a guide to building the capabilities of our people. Appropriate training programmes have been conducted while we simultaneously implement a Learning Management System to facilitate management refreshers.

RISK MANAGEMENT

INFORMATION TECHNOLOGY

HUMAN CAPITAL

12Managements Discussion

& Analysis Report

There is a famous saying" behind every successful man there is woman".

Why that woman is not come in front? always why woman will be behind?

But slowly its changing Leadership in India. It basically started with Rani

Lakshmi Bai followed by Annie Besant, Sarojni Naidu and Powerful

character Indira Gandhi.

But is this enough to uplift women in India? If we really want to uplift, then

we have to take a com-pain step to socially empower women. And has to

start from every home and every individual .Government can provide

reservation to women but that will not help to empower them in society.

But if we want to uplift women in our country we have to start with our self

with our own family.

Through our 'Women Upliftment & Welfare Program', we have touched

the lives of nearly 650 women in the last year. We have taken a holistic

approach towards providing them the education and making them aware

about the society by focusing on the overall development of women in

rural areas and under privileged areas.

Our Programme has also provided training to women about religion,

hygine, cooking and sewing and other simple works of life.

FIRL understands the changing business paradigm and the need to

collaborate with its stakeholders to ensure long-term sustainable growth.

The Company has identified issues material to the business, prioritised

through effective stakeholder engagement and have taken effective steps

to address it.

'The future of our nation shines bright in the eyes of its young.' We are a

young nation, both literally and figuratively. As a nation, we have achieved

significant success in several arenas both social and economic in the last

few decades. However, we still face challenges that can undermine the

basic fabric of our society. It is important that we identify these challenges

and channelize our energy towards finding innovative solutions to ensure

a secure, sustainable and equitable future for our young.

Today is the era of modernization, development and change. And

everything we can witness in our country also. Some use to say, the

changes are slow in pace in comparison of developed countries. But we

cant ignore India is second developing country

But really as it is era of change, condition of woman in India also changing,

perhaps it is not rapid as we want but still improvement is there. If we want

rapid pace in growth of women, all society should be united for uplift of

women.

13

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility

over the Company, while remaining at all times accountable to the stakeholders.

FIRL has a broad-based Board of Directors, constituted in compliance with the Companies Act, 2013 and listing agreements entered into with stock exchanges, and in accordance with good corporate governance practices. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. The Board has constituted three committees, viz., Audit Committee, Nomination and Remuneration Committee, Shareholders'/Investors' Grievance Committee. These Board Committees comprised of independent Directors and two are chaired by independent Directors.

As on date, the Board of Directors of your Company comprised of Four (4) Directors out of which two(2) are Non-Executive/Independent Directors and two are executive directors including one Managing Director of the Company.

At FIRL, it is our belief that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board's actions and decisions are aligned with the Company's best interests. It is committed to the goal of sustainably elevating the Company's value creation. The Company has defined guidelines and an established framework for the meetings of the Board and Board Committees. These guidelines seek to systematise the decision-making process at the meeting of the Board and Board Committees in an informed and efficient manner. The Board critically evaluates the Company's strategic direction, management policies and their effectiveness.

The composition of the Board is in conformity with Clause 49 of the Listing Agreement.

The details of the Directors being re-appointed on retirement by rotation at the ensuing Annual General Meeting, as required pursuant to Clause 49(IV)(G) of the Listing Agreement, are mentioned in the Notice to the Annual General Meeting, forming part of the Report.

In compliance with the provisions of Clause 49 of the Listing Agreement, the Board meetings are held at least once in every quarter and the time gap between two meetings is not more than four months. During the financial year ended 31st March, 2014, Eight (8) meetings of the Board of Directors were held and the maximum time gap between two (2) meetings did not exceed four (4) months. The dates on which the Board Meetings were held were as follows:

COMPOSITION :

NUMBER OF BOARD MEETINGS :

1st 15th 28th 12th 3rd 13th 12th 31st

April April May August September November February March

2013 2013 2013 2013 2013 2013 2014 2014

The Board meets at least once in a quarter to review the quarterly financial results and operations of the Company. In addition to the above, the Board also meets as and when necessary to address specific issues relating to the business.

The tentative annual calendar of Board Meetings for approving the accounts for the ensuing year is decided well in advance by the Board and is published as part of the Annual Report.

All the Directors have informed your Company periodically about their Directorship and Membership on the Board Committees of other

INTRODUCTION

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE :

BOARD OF DIRECTORS:

Clause 49 of the Listing Agreement executed with the Stock Exchange(s), inter alia, lists down various corporate governance related practices and requirements, which listed companies are required to adopt and follow. This Report outlines the governance practices followed by the Company in compliance with the said requirements of the Listing Agreement.

The Company believes that sound Corporate Governance is pivotal to enhance and retain investor trust and your Company always seeks to ensure that its performance goals are met with integrity. Your Company continues to adopt the best practices in the area of Corporate Governance and promotes and practices a culture that is built on core values, beliefs and ethics. Your Company has an active, experienced and a well-informed Board. The Board along with its Committees undertakes its fiduciary duties towards all its stakeholders with the Corporate Governance mechanism in place.

Your Company is committed to transparency in all its dealings, conducts business with integrity and fairness and places high emphasis on business ethics. Your Company has established robust business practices and procedures to ensure that it remains fully compliant with all mandated regulations and achieves business excellence to enhance stakeholder value, retain trust and goodwill of its investors, business partners, employees and meet societal expectations as well

Corporate governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organisation. At FIRL, we are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial performance focused work environment.

The Corporate Governance philosophy of the Company is driven by the following fundamental principles which ensure:

• Conduct of the affairs of the Company in an ethical manner;

• Transparency in all dealings;

• Highest level of responsibility and accountability in dealing with various stakeholders of the Company;

• Compliance with applicable statutes and regulations;

• Timely dissemination of all price sensitive information and matters of interest to stakeholders through proper channel.

The Company firmly believes in good corporate governance and endeavors to implement the Code of Corporate Governance in its true spirit. The philosophy of the Company in relation to corporate governance is to ensure transparency in all its operations, make disclosures, and enhance shareholder value without compromising in any way on compliance with the laws and regulations. The Company believes that good governance brings about sustained corporate growth and long-term benefits for stakeholders.

The Board of Directors of FIRL provide leadership and strategic guidance, objective judgment independent of management and exercises control

14

CORPORATE GOVERNANCE REPORT

Report On Corporate Governance

! Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.

! Significant labour problems and their proposed solutions.

! Significant initiatives and developments on the human resource and industrial relations fronts.

! Sale of a material nature of investments, subsidiaries and assets, which are not in the normal course of business.

! Quarterly details of foreign exchange exposure and the steps taken by management to limit the risks of adverse exchange rate movement.

! Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service.

! Other materially important information.

The company has a robust system in place for monitoring of various statutory and procedural compliances. The Board periodically reviews the status of Statutory, Policy & Procedural compliances to ensure proper compliance of all laws applicable to the company.

Your Company has adopted a Code of Conduct for all the employees including the Board Members and Senior Management Personnel of the Company in accordance with the requirement under Clause 49(I)(D) of the Listing Agreement. It is in alignment with Company's vision and values to achieve the Mission & Objectives and aims at enhancing ethical and transparent process in managing the affairs of the Company. The Code of Conduct has been posted on the website of the Company. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31st March, 2014.

All the members of the Board and Senior Management Personnel have affirmed compliance of the Code of Conduct for the financial year ended March 31, 2014.

The Company adopted a New Code of Conduct for Prevention of Insider Trading in accordance with the Securities Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2011. , the Company has formulated a comprehensive Code for Prevention of Insider Trading to preserve the confidentiality and to prevent misuse of un- published price sensitive information. Every director, officer and designated employees of the Company has a duty to safeguard the confidentiality of all such information obtained in the course of his or her work at the company and not to misuse his or her position or information regarding the Company to gain personal benefit or to provide benefit to any third party. The code lays down guidelines and procedures to be made while dealing with the shares of the Company and the consequences of non- compliance.

The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. The Board of Directors and its committees meet at regular intervals. Currently, there are three (3) Committees of the Board, namely: Audit Committee, Nomination & Remuneration Committee, Shareholders /Investors Grievance Committee. The Board decides the terms of reference for these

COMPLIANCE WITH APPLICABLE LAWS

CODE OF CONDUCT :

DECLARATION :

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING :

COMMITTEES OF THE BOARD:

companies. As per disclosure received from Director(s), none of the Directors holds Membership in more than ten (10) Committees and Chairmanship in more than five (5) Committees.

The details of the composition, nature of Directorship, the number of meetings attended and the directorships in other Companies of the Directors of the Company are detailed below.

* Includes directorship in Private Limited Companies, Section 25 Companies and Foreign Companies.

** For the purpose of considering the limit of the Committee Memberships and Chairmanships of a Director, the Audit Committee and the Shareholders/Investors Grievance Committee of Public Limited Companies have been considered.

*** There is no relationship between any of the Independent Directors.

The Board Meetings are governed by structured Agenda. The Agenda along with comprehensive notes and background material are circulated well in advance before each meeting to all the Directors for facilitating effective discussion and decision making. The Board members may bring up any matter for consideration of the Board, in consultation with the Chairman. The information as specified in Annexure IA to the Clause 49 of the Listing Agreement is regularly made available to the Board. The proceedings of the meetings of the Board and its Committees are recorded in the form of minutes and the draft minutes are circulated to the Board for perusal. The important decisions taken at the Board/Committee meetings are communicated to the concerned departments/ divisions promptly.

The Board has complete access to any information within the Company which includes following information as specified in Annexure IA to the Clause 49 of the Listing Agreement:

! Annual budgets, operating plans, cash flows and budgets and capital budgets.

! Quarterly, half yearly and annual results of the Company and its operating divisions or business segments along with the consolidated results of the group.

! Minutes of meetings of the Audit Committee and other committee(s) of the Board.

! Information on recruitment of senior officers just below the Board level.

! Materially important show cause, demand, prosecution and penalty notices.

! Fatal or serious accidents or dangerous occurrences.

! Any materially relevant defaults in financial obligations to and by the Company or substantial non- payment for goods sold by the Company.

! Any issue which involves possible public or product liability claims of a substantial nature.

! Details of any joint venture or collaboration agreement.

BOARD PROCEDURES:

SI. Name Board Attendance No. of No. of other No. of Meetings at Last other Directorships Committee/

Director AGM in other Companies Memberships(30.09.2013) as on(31.03.2014) as on 31.03.2014

Held Attended As Asduring Chairman Member

thetenure

1. Mr. Pradeep Kumar Jindal 08 08 Present 8 Nil 1

(Managing Director)

2. Mr. S. K.Dash 08 08 Present 0 Nil Nil

(Executive Director)

3. Ms. Madhvi Bhatnagar 08 08 Present 0 Nil Nil

(Independent Director)

4. Mr. Ashok Kumar Gupta 08 08 Present 4 Nil Nil

(Independent Director)

15Report On

Corporate Governance

D Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

D Discussion with external/ statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

D Reviewing the Company's financial and risk management policies.

D Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

D Reviewing the functioning of Whistle Blower mechanism in the Company.

D Considering such other matters the Board may specify.

D Reviewing other areas that may be brought under the purview of role of Audit Committee as specified in Listing Agreement and the Companies Act, as and when amended.

During the year under review, the committee met five times, i.e. May 28th, 2013; August 12th,2013; September 3rd,2013; November 13th,2013 and February 12th,2014. The details of the attendance of Directors at Audit Committee meeting during the financial year are as under:

Name Number of Audit CommitteeMeeting (s) Attended

Mr.S.K.Dash(Chairperson) 5

Mr. Pradeep kumar Jindal 5

Ms. Madhavi Bhatnagar 5

The minutes of the Audit Committee Meetings forms part of the documents placed before the Meetings of the Board. In addition, the Chairman of the Audit Committee appraises the Board Members about the significant discussions at Audit Committee Meetings.

The Nomination and Remuneration Committee comprises of three (3) Directors. The Committee performs functions enumerated in Clause 49 of the Listing Agreement. The functions of the Committee include identification of persons qualified to become directors and who may be appointed in senior management and recommendation of their appointments and removal to the Board, evaluation of the performance of the Managing Director & CEO and whole time Directors on pre-determined parameters, recommendation to the Board of the remuneration (including performance bonus and perquisites) to whole time Directors, approval of the policy for and quantum of bonus payable to the members of the staff, recommendation to the Board of a policy relating to the remuneration for the Directors, key managerial personnel and other employees.

During the year under review, the committee met Two times, i.e. May 10th, 2013 and August 19th,2013. The details of the attendance of Directors at Remuneration Committee meeting during the financial year are as under:

Name Number of Remuneration CommitteeMeeting (s) Attended

Ms. Madhavi Bhatnagar 2

(Chairperson)

Mr. S.K.Dash 2

Mr. Ashok Kumar Gupta 2

NOMINATION AND REMUNERATION COMMITTEE:

COMPOSITION AND TERMS OF REFERENCE:

Committees. The minutes of the meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided hereunder:

The Audit Committee comprises of three (3) Directors. The members of the Audit Committee are Mr. S .K. Dash (Chairperson), Mr. Pradeep Kumar Jindal and Ms. Madhavi Bhatnagar; all of whom possess financial and accounting expertise/exposure.

The terms of reference of the Audit Committee are as defined under the relevant provisions of the Companies Act as in force (with effect from the notification of the Companies Act, 2013, governing provisions are contained under section 177 in place of erstwhile section 292A of the Companies Act, 1956) and clause 49 of the Listing Agreement with stock exchanges.

The Committee has extensive powers and has access to all requisite information of the Company. The role of the Audit Committee includes:

D Review of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

D Recommending to the Board, the appointment, re-appointment and removal of statutory auditors, fixation of audit fee and also approval for payment for any other services.

D Reviewing with the management the financial statements before submission to the Board for approval, with particular reference to:• Matters required to be included in the Directors' Responsibility

Statement as featured in the Board's Report in terms of clause (2AA) of section 217 of the Companies Act,1956/ corresponding provisions of sub-section (5) of section 134 of the Companies Act, 2013

• Any changes in accounting policies and practices and reasons thereof

• Major accounting entries based on the exercise of judgment by management

• Significant adjustments made in the financial statements arising out of audit findings

• Compliance with listing and other legal requirements relating to financial statements

• Any related party transaction• Qualifications in the draft audit report

D Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

D Reviewing with management, statutory and internal auditors, the adequacy of internal control systems and internal audit function.

D Reviewing the adequacy of internal audit function including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

D Discussion with internal auditors on any significant findings and follow up thereon.

AUDIT COMMITTEE:

COMPOSITION AND TERMS OF REFERENCE

16Report On

Corporate Governance

No special resolution was put through postal ballot during the financial year 2012-13 and none of the business is proposed to be conducted in the ensuing Annual General Meeting through Postal Ballot.

Pursuant to clause 49 of Listing Agreement and as per applicable provisions of section 177 of the Companies Act, 2013 requires every listed company shall establish a Whistle Blower policy / Vigil Mechanism for the directors and employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct or Ethics Policy. The Company has adopted a Code of Conduct for Directors and Senior Management Executives (“the Code”), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of directors and employees who avail of such mechanism and also make provisions for direct access to the Chairperson of Audit Committee in exceptional cases.

Clause 49 defines a material non-listed Indian subsidiary as an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e. paid-up capital and free reserves) exceeds 20% of the consolidated turnover or net worth of the listed holding company and its subsidiaries in the immediately preceding accounting year. By this definition, FIRL does not have a material non-listed Indian subsidiary'.

Your Company has not entered into any transaction of a material nature except transactions with related parties which are furnished under Notes to the Financial Statements as stipulated under Accounting Standard 18 (AS-18), with the Promoters, Directors or the Management, their subsidiaries or relatives etc. All transactions were carried out on an arms-

VIGIL MECHANISM

SUBSIDIARY COMPANIES

DISCLOSURES :

1. DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS:

The minutes of the Meeting of Committee forms part of the documents placed before the Meetings of the Board.

The Company's remuneration policy is based on the fundamental rule of rewarding performances as against earmarked objectives. The policy aims at attracting and retaining high caliber talent and ensures equity, fairness and consistency in rewarding the employees.

The annual variable pay of senior managers is linked to the Company's performance in general and the performance of their functions/business units for the relevant year is measured against specific major performance areas which are closely aligned to the Company's objectives.

Our Company being a Public Company, the appointment of Directors and payment of their remuneration are decided by Board as per the Articles of Association of the Company. The remuneration paid to whole time directors including the Managing Director was as per the terms and conditions of their appointment.

The Independent Directors play a pivotal role in safeguarding the interests of the investors at large by playing an appropriate control role. Their contribution to the Board processes and valuable strategic insights from time to time; their active involvement and engagement with the Company's business as well as independent views ensure the highest level of governance. The Independent Directors bring in their invaluable experience and expertise which help deliberations at Focus Industrial Resources Limited's Board.

The Board of Directors of the Company has constituted the Shareholders/ Investors Grievance Committee which is chaired by a Non-Executive Director/ Independent Directors. Committee meets at frequent intervals to consider, inter alia approves issue of duplicate certificates and review all matters connected with transfer of securities of the Company. The committee also looks into redressal of shareholders' / investors' complaints related to transfer of shares, non-receipt of balance sheet etc. The Committee oversees performance of the Registrars and Transfer Agents of the Company, and recommends measures for overall improvement in the quality of investor services.

During the financial year 2013-14, the Committee met four times on 28th May,2013, 12th August, 2013, 13th November,2013 and 12th February, 2014. The details of the attendance of Directors at Remuneration Committee meeting during the financial year are as under:

Name Number of Shareholder/Investors Grievance Committee Meeting (s) Attended

Ms. Madhavi Bhatnagar 4(Chairperson)

Mr. S.K.Dash 4

Your Company received nil complaints from shareholders during the year. No requests for transfer/ transmission/ dematerialization of shares were pending as on 31 March, 2014.

The venue and the time of the last three Annual General Meetings of the Company are as follows:

REMUNERATION POLICY :

DETAILS OF REMUNERATION PAID TO THE DIRECTORS OF THE COMPANY ARE AS FOLLOWS:

MANAGING DIRECTOR:

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

GENERAL BODY MEETINGS:

INDEPENDENT DIRECTORS:

AGM Location Date Time No. of special resolutions

set out at the AGM

26th At the Registered September 30,2011 12.30 P.M. No Special Resolution

Office of the Company was passed.

27th At the Registered September 18,2012 12.30 P.M. No Special Resolution

Office of the Company was passed.

28th At the Registered September 30,2013 12.00 P.M No Special Resolution

Office of the Company was passed.

17Report On

Corporate Governance

MANAGEMENT DISCUSSION AND ANALYSIS :

MEANS OF COMMUNICATION :

GREEN INITIATIVE IN CORPORATE GOVERNANCE:

This annual report has a detailed section on Management Discussion and Analysis.

(a) The approved financial results are forwarded to the Stock Exchange and are published in the leading English and Regional newspapers.

(b) The results of the Company are also posted up on the Company's corporate website: www.focuslimited.in.

(c) All important information pertaining to the Company is also mentioned in the Annual Report of the Company which is circulated to the members and others entitled thereto for each financial year.

(d) Your Company provides necessary information to the Stock Exchanges in terms of the Listing Agreement and other rules and regulations issued by the Securities Exchange Board of India.

The Company has since the last three years in line with the 'Green Initiative' circulars issued by Ministry of Corporate Affairs (MCA) effected electronic delivery of Notice of Annual General Meeting and Annual Report previously to those shareholders whose email ids were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL). Securities and Exchange Board of India (SEBI) have also in line with the MCA circulars and as provided in Clause 32 of the Listing Agreement executed with the stock exchanges, permitted listed entities to supply soft copies of full annual reports to all those shareholders who have registered their email addresses for the purpose. The Companies Act, 2013 and the underlying rules also permit the dissemination of financial statements in electronic mode to the shareholders. Your Directors are thankful to the shareholders for actively participating in the green initiative and seek your continued support for implementation of the green initiative.

As required by Clause 49(V) of the Listing Agreement, the CEO/ CFO Certificate for the FY 2013-14 signed by Mr. Pradeep Kumar Jindal, Managing Director was placed before the Board of Directors.

29TH ANNUAL GENERAL MEETING OF THE COMPANY:

Date: Tuesday, 30th September, 2014

Venue :-

Time : 12.30 p.m.

Financial year: 1st April to 31st March

For the year ended 31st March, 2014, results were announced on:

Audited annual results for year ending 31 March May,14

Mailing of annual reports September,14

Annual General Meeting September,14

Unaudited first quarter financial results August,14

Unaudited second quarter financial results November, 14

(Tentative)

Unaudited third quarter financial results February, 14

(Tentative)

CEO/ CFO CERTIFICATION:

GENERAL SHAREHOLDER INFORMATION

FINANCIAL CALENDAR:

Shalimar Bagh Club, Plot No-9, B-Block, Community Centre,

Club Road, Shalimar Bagh, Delhi- 110088

length basis and were not prejudicial to the interest of the Company.

Your Company has complied with all the requirements of the Stock Exchange(s) and the Securities Exchange Board of India on matters related to Capital Markets or any other matter, as may be applicable from time to time. There were no penalties imposed or strictures passed against the Company by the statutory authorities in this regard.

Your Company follows Accounting Standards prescribed by the Companies Accounting Standard Rules, 2006 and relevant provisions of the Companies Act, 1956. In preparation of financial statements, the Company has not adopted a treatment different from that prescribed in the Accounting Standards.

The Company has fully complied with all the mandatory requirements prescribed under Clause 49 of the Listing Agreement and has adopted all suggested items to be included in the Report on Corporate Governance.

Company has formulated a Whistle Blower Policy. The policy comprehensively provides an opportunity for any employee/Director of the company to raise any issue concerning breaches of law, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The policy has been periodically communicated to the employees and also posted on the Company intranet. The Whistle Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle Blower Policy/ Vigil mechanism have been disclosed on the website of the company.

The company has laid down the procedures to inform the Board about the risk assessment and minimization. The Board of Directors of the company periodically reviews these procedures to ensure that risks are managed through a properly defined framework.

Out of the total strength of the number of Directors, three Directors are liable to retire by rotation. Of the said three Directors, at least one-third directors retire every year and if eligible, qualify for re-appointment. Mr. S.K.Dash is retiring by rotation and being eligible, offer himself for re-appointment in the ensuing Annual General Meeting. The brief resumes of the Directors getting appointed/re-appointed are given in the Explanatory Statement annexed to the Notice of the Annual General Meeting.

2. DETAILS OF NON-COMPLIANCE(S) BY THE COMPANY:

3. DISCLOSURE OF ACCOUNTING TREATMENT:

4. D E TA I L S O F C O M P L I A N C E W I T H M A N D AT O R Y REQUIREMENTS OF CLAUSE 49 OF THE LISTING AGREEMENT:

5. WHISTLE BLOWER POLICY :

6. RISK MANAGEMENT :

APPOINTMENT OR RE-APPOINTMENT OF DIRECTORS

18Report On

Corporate Governance

DSE

CSE

SHARE TRANSFER SYSTEM

The Company's shares are traded in the Stock Exchanges compulsorily in demat mode. The Company has appointed the M/s Beetal Financial & Computer Services (P) Ltd. registrar to handle the Demat share work

BOOK CLOSURE:

DIVIDEND:

LISTING:

STOCK PRICE DATA:

• Market Price Data for the year 2013-2014

BSE

The Register of Members and the Share Transfer Register will be closed from 19th Day of September, 2014 to 20th Day of September, 2014, (both days inclusive).

No dividend is recommended for payment.

The Company's shares are listed on:

• BSE Limited (BSE)

Scrip Code: 534757

• Delhi Stock Exchange Limited (DSE)

Scrip Code: 106018

• Calcutta Stock Exchange Limited (CSE)

Scrip Code: 10016123

The Company has paid the listing fees for the financial year 2014-15 to the Stock Exchange(s) on which Company's shares are listed. The Company has also paid custodial fees for the year 2014-15 to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Security Identification Number (ISIN) allocated to the Company by NSDL and CDSL is INE603E01023.

The monthly high and low prices and volumes of your Company's shares at BSE and DSE, CSE for the year ended 31st March, 2014 are given as follows:

MONTH

APRIL'13

MAY'13

JUNE'13

JULY'13

AUG'13

SEP'13

OCT'13

NOV'13

DEC'13

JAN'14

FEB'14

MAR'14

OPEN (Rs.)

58

77.8

60

31.1

24.95

24.95

26.45

27.5

28.5

27

14

12.3

HIGH (Rs.)

77.95

94.3

66

31.1

25.25

27

30

34.65

31.25

27

14

12.91

LOW (Rs.)

49.1

58.5

31.7

25.3

23.65

23

25.7

22

27.75

14.25

12.4

8.99

CLOSE (Rs.)

77.8

60.15

31.7

25.3

24.95

25.2

28.75

29.4

28.4

14.25

12.4

9

VOLUME

2524146

2930217

1446569

977308

109212

92343

195144

265821

110837

173189

310560

680870

MONTH

APRIL'13

MAY'13

JUNE'13

JULY'13

AUG'13

SEP'13

OCT'13

NOV'13

DEC'13

JAN'14

FEB'14

MAR'14

OPEN (Rs.)

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

HIGH (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

LOW (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

CLOSE (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

MONTH

APRIL'13

MAY'13

JUNE'13

JULY'13

AUG'13

SEP'13

OCT'13

NOV'13

DEC'13

JAN'14

FEB'14

MAR'14

OPEN (Rs.)

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

NOT TRADED

HIGH (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

LOW (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

CLOSE (Rs.)

---

---

---

---

---

---

---

---

---

---

---

---

19Report On

Corporate Governance

NUMBER

OF

SHARES

1- 5000

5001-10000

10001- 20000

20001- 30000

30001- 40000

40001- 50000

50001- 100000

100001-ABOVE

TOTAL

NUMBER OF

SHARE

HOLDERS

363

15

47

14

10

9

43

91

592

% OF

SHARE

HOLDERS

61.32

2.53

7.94

2.36

1.69

1.52

7.26

15.37

100

TOTAL

NO. OF

SHARES

26328

11204

67625

34420

35597

42182

316973

11659860

12194199

AMOUNT

263280

112040

676250

344200

355970

421820

3169730

116598600

121941990

% OF

SHARES

0.2159

0.0919

0.5546

0.2823

0.2919

0.3459

2.5994

95.6181

100

2. Shareholder Rights: The quarterly financial results of the Company are published in leading newspapers as mentioned under the heading “Means and Communication” of the Corporate Governance report and also displayed on the website of the Company. These results are not separately circulated to the shareholders.

3. No item of business relating to matters specified under Clause 49 of the Listing Agreement with the Stock Exchanges and/or the provisions contained in Section 192A of the Companies Act, 1956 which requires voting by postal ballot is included in the notice convening the 29th Annual General Meeting of the company.

L15319DL1985PLC021348

As stipulated by the Securities and Exchange Board of India, a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors. The audit, inter alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL).

Beetal Financial & Computer Services (P) Ltd is the Registrar and Transfer Agent of the Company.

Shareholders, beneficial owners and depository participants (DPs) are requested to send/ deliver the documents/ correspondence relating to the Company's share transfer activity etc. to Beetal Financial & Computer Services (P) Ltd, Registrar and Transfer Agent of the Company at the following addresses:

Beetal Financial & Computer Services (P) Ltd

Beetal House, 3rd Floor,

99, Near Dada Harsukh Das Mandir,

New Delhi- 110006.

www.beetalfinancial.com

The e-mail address for investor grievance is investor@focuslimited.in.

The above exclusive e-mail id is disclosed by the Company on its websites and all the various materials, correspondence, publications and communication to the shareholders at large.

Registered Office:

FOCUS INDUSTRIAL RESOURCES LTD.

104, Mukand House, Commercial Complex,

Azadpur, Delhi 110033

OTHER INFORMATION:

CORPORATE IDENTIFICATION NUMBER (CIN NO.) :

RECONCILIATION OF SHARE CAPITAL AUDIT :

REGISTRAR AND TRANSFER AGENT:

E-MAIL ID FOR INVESTOR'S GRIEVANCES :

ADDRESS FOR CORRESPONDENCE :

w.e.f. 31st December, 2001.

The status of non-mandatory requirements of Clause 49 of the Listing Agreement is as follows:

• Distribution of shareholding as on March 31, 2014.

• Shareholding pattern as on March 31, 2014.

• Number of shares held in dematerialized as on March 31, 2014

NON-MANDATORY REQUIREMENTS

1. At present, the Non-Executive Chairman does not have any separate office with the company. The corporate office of the company supports the Chairman for discharging the responsibilities.

CATEGORY TOTAL NO. % TO OF SHARES EQUITY

Promoters & Person acting in concert 6488176 53.21

Public Financial Institution & Govt. Companies Nil Nil

Banks, Financial Institutions Mutual Funds Nil Nil

Non Resident Indians Nil Nil

Bodies Corporate 849859 6.97

Others ( Public ) 4856164 39.82

Total 12194199 100

Category NO. OF SHARES % OF TOTAL CAPITAL ISSUED

NSDL 11229793 92.091

CDSL 964406 7.909

TOTAL 12194199 100

20Report On

Corporate Governance

GREEN INITIATIVE IN CORPORATE GOVERNANCE

Dear Shareholder,

As you may be aware, the Ministry of Corporate Affairs (MCA) has launched a “Green Initiative in Corporate Governance” ( Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011) by allowing various documents to be sent to you under the provisions of Companies Act, 1956 to your registered email address; thereby enabling paperless compliance.

Also The Companies Act, 2013, as a part of Green Initiative allows companies to go for paperless compliances by sending Notice, Annual Report and other relateddocuments by e-mail to it's Shareholders.

Keeping in view the underlying theme and the circular issued by MCA, we propose to send all documents to you like General Meeting Notices (including AGM), Audited Financial Statements, Directors' Report and Auditors' Report in an electronic form, to the e-mail address provided by you and made available to us by the Depositories.

Please note that you are entitled to be furnished free of cost, with a printed copy of the Annual Report of the Company and all other documents, upon receipt of a requisition from you, any time, as a Shareholder of the Company.

Many of the shareholders have registered their emails pursuant to the said initiative. We thank those shareholders for the same. Those shareholders, who have not registered their email addresses so far, may, as a support to this initiative, register their email addresses by sending an email to beetalrta@gmail.com quoting their Name, Folio No., DP ID/ Client ID and email address to be registered with us for sending documents in electronic form. Alternatively, to register their email ID with the company, Shareholders are requested to submit the following form, duly filled, online and send a printed and signed copy of the same to the Company.

GREEN FORM

To Focus Industrial Resources Ltd

104, Mukand House Comm. Complex, Azadpur

Delhi-110033

India

As per the Green Initiative in Corporate Governance of the Ministry of Corporate Affairs, I hereby opt to receive service of documents by companies, including the Annual Report, in electronic mode, and request you to register my email ID as stated below for the same.

*Mandatory fields

Shareholder Name(s)*

DPID No.*

Folio No. / Client ID No.*

PAN No.*

Email Address*

No. of Equity Shares held *

Year*

Address*

21GREEN INITIATIVE IN

CORPORATE GOVERNANCE

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANYThe Board of Directors,

Focus Industrial Resources Limited

104,Mukand House, Commercial Complex,

Azadpur, Delhi-110 033

This is to certify that:

(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by FIRL during the year which are fraudulent, illegal or violation of the Company's Code of Conduct.

(c) We are responsible for establishing and maintaining internal controls for financial reporting in FIRL and we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and the same have been disclosed in the notes to the financial statements;

and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system.

(e) We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct, if any).

(f) We further declare that all Board members and senior management have affirmed compliance with the code of conduct for the current year.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

(Under Clause 49 of the Listing Agreement)

To,

The Members

Focus Industrial Resources Limited

We have examined the compliance of conditions of Corporate Governance by FOCUS INDUSTRIAL RESOURCES LIMITED., (“the Company”) for the year ended on March 31, 2014 as stipulated in clause 49 of the Listing Agreement of the said Company with Stock Exchange(s).

The Compliance of Conditions of Corporate Governance is the responsibility of Management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned listing agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Shareholders/ Investors Grievance Committee.

We further state such compliance is neither an assurance as to further viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR M.M .GOYAL & CO.

Chartered Accountants

Firm No.007198N

Sd/-

May 30, 2014 (CA. M. M. GOYAL)

New Delhi Partner

M.No. 86085

May 30, 2014Delhi

Sd/-(PRADEEP KUMAR JINDAL)

Chairman & Managing Director

Sd/-(PUNIT SETH)

Chief Financial Officer

22Auditors' Certificate On Corporate Governance

Report on the Financial Statements

Management's Responsibility for the Financial Statements

Auditors' Responsibility

Opinion

Report on Other Legal and Regulatory Requirements

We have audited the accompanying financial statements of M/s Focus Industrial Resources Limited (“the Company”), which comprises the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section 3(C) of section 211 of the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014

b) In the case of the Statement of Profit & Loss, of the profit for the year ended on that date;

1. As required by the Companies (Auditor's Report) Order, 2003 (“The Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examinations of those books

c. The Balance Sheet, The Statement of Profit & Loss and cash flow statement dealt with by this Report are in agreement with the books of account

d. In our opinion, the Balance Sheet The Statement of Profit & Loss and cash flow statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on march 31, 2014, from being appointed as a director in terms of clause (g) of sub-section 274 of the Companies Act, 1956;

For M.M. Goyal & Co.

Chartered Accountants

Firm Regn. No.: 007198N

Sd/-

(CA. M.M.Goyal)

FCA - PARTNER

M. No.086085

Place : Delhi

Dated : 30/05/2014

INDEPENDENT AUDITORS' REPORT The Members of Focus Industrial Resources Limited

23Auditors' Report

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(i) In respect of its Fixed Assets:a. The Company has maintained proper records showing full

particulars including quantitative details and situation of fixed assets;

b. As explained to us, the fixed assets have been physically verified by the management during the year in phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year, substantial part of fixed assets have not been disposed off by the company.

(ii) In respect of it's inventories:a) The inventory has been physically verified by the management

during the year. b) In our opinion the procedure of physical verification of

Inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) On the basis of our examination of the inventory records in our opinion the company is maintaining the proper records of inventory. There were no discrepancies noticed on physical verification of inventory as compared to book records.

(iii) (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

(b) The Company has not taken any loans secured or unsecured from companies, firms or other parties listed in register maintained under section 301 of the companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, the company has adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and service. No continuing failure to correct major weaknesses in internal control system noticed during the year.

(v) In our opinion and according to the information and explanations given to us the company has not entered into or to be entered into any contracts or arrangements during the year referred to in section 301 of the Companies Act 1956.

(vi) The company has not accepted any deposits under the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under, do not apply.

(vii) In our opinion the company has an internal audit system commensurate with the size and nature of its business.

(viii) To the best of our knowledge and according to the information given to us the Central Government has not prescribed the maintenance of cost records under section 209-(I) (d) of the companies Act, 1956 for the company.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations the Provident Funds Act and Employees State Insurance Act is not applicable to the company, undisputed statutory dues in respect of income tax, investor education and protection fund, sales tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India. There are no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) As at 31st March, 2014 there are no dues of sales tax, income

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

tax, custom duty, service tax, wealth tax, excise duty and cess which as not been deposited on account of any dispute .

(x) The company has neither accumulated losses as at 31st March 2014, nor it has incurred any cash loss either during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanations given to us and as shown by the records examined by us there were no dues payable to financial institutions and banks or debenture holders.

(xii) The company has maintained adequate documents and records in cases where the company has granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund, nidhi, mutual benefit fund or societies. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors) order 2003 are not applicable to the Company.

(xiv) According to the information and explanations given to us proper records have been maintained in respect of transactions and contracts in shares securities, debentures and other investments and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

(xv) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any term loan during the year.(xvii)Based on information and explanations given to us and as an overall

examination of the books of accounts as on 31st March 2014, we report that no funds raised on short term basis have been used for long term investment by the Company.

(xviii)According to the information and explanations given to us and as shown by the records examined by us the Company has not made any preferential allotment of shares to the parties and Companies covered under section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us no debentures has been issued by the company hence no question of security or charge arises.

(xx) According to the information and explanations given to us no money has been raised by the public issue and hence no question on end use of money so raised does not arise.

(xxi) As per the information and explanations given to us and on the basis of examinations of records, no material fraud on or by the Company was noticed or reported during the year.

For M.M. Goyal & Co.

Chartered Accountants

Firm Regn. No.: 007198N

Sd/-

(CA. M.M.Goyal)

FCA - PARTNER

M. No.086085

Place : Delhi

Dated : 30/05/2014

24

(Figures in Rupees)

Year ended Year ended

Note No. 31/03/2014 31/03/2013

I. EQUITY AND LIABILITIES

A Shareholders' Funds

(i) Share Capital 4 121,941,990.00 121,941,990.00

(ii) Reserves and Surplus 5 95,279,655.00 94,358,531.00 217,221,645.00 216,300,521.00

B Non-Current Liabilities

(i) Long-term Borrowings 6 20,633,755.00 9,528,751.00

(ii) Deferred Tax Liabilities (Net) 7 395,783.00 210,796.00

(iii) Other Long-term Liabilities - -

(iv) Long-term Provisions 8 640,211.00 640,664.00 21,669,749.00 10,380,211.00

C Current Liabilities

(i) Short-term Borrowings - -

(ii) Trade Payables 9 93,239.00 340,274.00

(iii) Other Current Liabilities 10 357,080.00 457,252.00

(iv) Short-term Provisions 11 1,747,701.00 1,520,985.00 2,198,020.00 2,318,511.00

241,089,414.00 228,999,243.00

II. ASSETS

A Non-Current Assets

(i) Fixed Assets(a) Intangible Assets - -

(b) Tangible Assets 12 9,780,328.00 6,672,201.00

(ii) Non-Current Investments 13 - 8,907,500.00

(iii) Long-term Loans and Advances 14 210,862,663.00 201,322,580.00

(iv) Other Non-Current Assets 15 18,859.00 37,720.00

220,661,850.00 216,940,001.00

B Current Assets

(i) Current Investments 16 - 1,727,379.00

(ii) Inventories 1,328,313.00 - (iii) Trade Receivables 17 - 2,889,900.00

(iv) Cash and Bank Balances 18 16,867,836.00 6,510,378.00

(v) Short-term Loans and Advances - - (vi) Other Current Assets 19 2,231,415.00 931,585.00

20,427,564.00 12,059,242.00

241,089,414.00 228,999,243.00

See accompanying Notes to the Financial Statements 1-33 - -

As per our report of even date attached

For M. M. Goyal & Co.

Chartered Accountants

Firm Reg. no. 007198N

Sd/-

(CA M.M. Goyal)

Partner

M.No. 86085

Place: Delhi

Dated: 30.05.2014

FOCUS INDUSTRIAL RESOURCES LIMITEDBalance Sheet as at 31st March, 2014

Sd/-(Pradeep Kumar Jindal)

Managing DirectorDIN : 00049715

Sd/-(Madhavi Bhatnagar)

DirectorDIN : 02045590

Sd/-(Silky Kapoor)

Company SecretaryM.No. : 6668

25Balance Sheet

See accompanying Notes to the Financial Statements 1-33

As per our report of even date attached

For M. M. Goyal & Co.

Chartered Accountants

Firm Reg. no. 007198N

Sd/-

(CA M.M. Goyal)

Partner

M.No. 86085

Place: Delhi

Dated: 30.05.2014

Sd/-

(Pradeep Kumar Jindal)

Managing Director

DIN : 00049715

Sd/-

(Madhavi Bhatnagar)

Director

DIN : 02045590

Sd/-

(Silky Kapoor)

Company Secretary

M.No. : 6668

26

FOCUS INDUSTRIAL RESOURCES LIMITEDStatement of Profit & Loss for the year ended 31st March, 2014

(Figures in Rupees)

Year ended Year ended

Note No. 31/03/2014 31/03/2013

I. REVENUES

(a) Revenue from Operations 20 10,073,015.00 39,035,339.00

(b) Other Income 21 - 3,327.00

Total Revenues 10,073,015.00 39,038,666.00

II. EXPENSES

(a) Purchases of Shares 22 103,969.00 746,459.00

(b) Changes in Inventories 23 399,066.00 1,294,503.00 (c) Employee Benefits Expenses 24 1,604,130.00 1,649,808.00

(d) Finance Costs 25 590,602.00 321,177.00

(e) Depreciation and Amortization 26 1,009,622.00 468,238.00

(f) Other Expenses 27 5,033,252.00 29,273,777.00

Total Expenses 8,740,641.00 33,753,962.00

III. Profit/ (Loss) before Exceptional and Extraordinary items and Tax 1,332,374.00 5,284,704.00

Exceptional Items - -

IV. Profit/ (Loss) before Extraordinary items and Tax 1,332,374.00 5,284,704.00

Extraordinary Items - -

V. Profit before Tax 1,332,374.00 5,284,704.00

VI. Tax Expenses : 28

(a) Current Tax 226,716.00 1,520,985.00

(b) Deferred Tax 184,987.00 93,379.00

Profit/ (Loss) for the period from continuing Operations 920,671.00 3,670,340.00

Profit/ (Loss) for the period 920,671.00 3,670,340.00

VII. Earnings per Equity Share: 29Basic 0.08 0.30 Diluted 0.08 0.30

Statement OfProfit & Loss

(Figures in Rupees)

Year ended Year ended

31/03/2014 31/03/2013

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before Extra Ordinary items Tax 1,332,374.00 5,284,704.00 Adjustment for :Depreciation and Amortization Expenses 1,009,622.00 468,238.00 Impairment Loss/ (Reversal) (Net) - -Employee Stock Option Scheme - -Provisions/ Depreciation on Standard assets and Investments - (41,090.00)Unrealised Foreign Exchange (Gain)/ Loss (Net) - - Loss/ (Gain) on Derivative transactions (Net) - - Investing Activities (Net) - - Operating profit before working capital changes 2,341,996.00 5,711,852.00 Changes in working Capital :

Inventories (1,328,313.00) 1,294,503.00 Trade and other Receivables 1,590,070.00 (51,866,379.00)Trade and other Payables (347,207.00) 360,520.00

Cash generation from Operation 2,256,546.00 (44,499,504.00)Payment of Direct Taxes (1,613,325.00)Net Cash generated/ (used) - Operating Activities 2,256,546.00 (46,112,829.00)

B. CASH FLOW FROM INVESTMENT ACTIVITIESPurchase of Fixed Assets (4,098,888.00) (4,243,319.00)

Sale of Fixed Assets - -Return of Capital from Subsidiary - -Purchase of shares of Subsidiaries - -Sale of shares of Subsidiaries - -Purchase of Investments - -Sale of Investments 10,634,879.00 66,701,963.00 Proceeds/ Repayment of Loans to Body Corporate (Net) (9,540,083.00) - Interest Received - -Dividend Received - -Net Cash Generated/ (Used) - Investing Activities (3,004,092.00) 62,458,644.00

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Shares (Net of Expenses) - - Proceeds from Long-term Borrowings 11,105,004.00 - Repayment of Long-term Borrowings - (18,266,784.00)Proceeds/ Repayment of Short-term Borrowings (Net) - -Finance Cost Paid - - Security Received - 25,000.00 Hire Purchase Finance taken - 2,158,833.00 Net Cash Generated/ (Used) - Financing Activities 11,105,004.00 (16,042,951.00)

Net Increase/ (Decrease) in Cash and Cash Equivalents (A+B+C) 10,357,458.00 302,864.00 Add : Opening Cash and Cash Equivalents 6,510,378.00 6,207,514.00 Closing Cash and Cash Equivalents 16,867,836.00 6,510,378.00

Sd/-(Pradeep Kumar Jindal)

Managing DirectorDIN : 00049715

Sd/-(Madhavi Bhatnagar)

DirectorDIN : 02045590

Sd/-(Silky Kapoor)

Company SecretaryM.No. : 6668

27

FOCUS INDUSTRIAL RESOURCES LIMITEDCash Flow Statement for the year ended 31st March, 2014

Cash Flow Statement

1. BACKGROUND:

Focus industrial Resources Limited ('the Company') is registered as a Non-Banking Financial Company ('NBFC') AS defined under section 45-IA of theReserve Bank of India Act, 1934. The company is principally engaged inlending and investing activities.

2. SIGNIFICANT ACCOUNTING POLICIES:

A. BASIC OF PREPARATION OF FINANCIAL STATEMENTS:

The accompanying financial statements are prepared and presented underthe historical cost convention on the accrual basis of accounting unlessotherwise stated and comply with the accounting standard prescribed by thecompanies (accounting Standards ) Rules, 2006 and the relevant provisionsof the companies Act, 1956 to the extent applicable.

The company complies in all material respects, with the prudential normsrelating to income recognition asset classification and provisioning for badand doubtful debts and other matters, specified in the directions issued by theReserve Bank of India in terms of Non-Banking Financial CompaniesPrudential Norms (Reserve Bank) Directions 2007 as applicable to it.

B. USE OF ESTIMATES:

The preparation of financial statements requires estimates and assumptionsto be made that affect the reported amount of assets and liabilities anddisclosure of contingent liabilities on the date of the financial statements andthe reported amount of revenues and expenses during the reporting period.Difference between the actual results and estimates are recognized in theperiod in which the results are known/ materialized.

C. REVENUE RECOGNITION:

i) Interest Income:

Interest income is recognized as it accrues on a time proportion basis taking into account the amount outstanding and the rate applicable except in the case of non performing assets ('NPAs') where is recognized, upon realization.

ii) Dividend income:

Dividend income is recognized when the right to received payment isestablished.

iii) Income from investments:

Profit earned from sale of securities is recognized on trade date basis. Thecost of securities is computed based on weighted average basis.

iv) Discount on investments:

The Difference between the acquisition cost and face value of debtinstruments are recognized as interest income over the tenor of theinstrument on straight line basis.

v) Loan processing fee income:

Loan processing fee income is recognized as and when it becomes due.

vi) Management fee income:

Management fee income toward support services is accounted as and when itbecomes due on contractual terms with the parties.

D. FIXED ASSETS:

Fixed assets are stated at cost of acquisition less accumulated depreciationand impairment loss if any. Cost includes all expenses incidental to theacquisition of the fixed assets.

E. DEPRECIATION:

Depreciation on straight method over the useful life of assets.

F. IMPAIRMENT OF ASSETS:

The company assesses at each balance sheet date whether there is anyindication that an asset may be impaired: if any such indication exists. Thecompany estimates the recoverable amount of the asset. If such recoverableamount of the asset is less that the carrying amount. The carrying amount isreduced to its recoverable amount. The reduction is treated as an impairmentloss and is recognized in the statement of profit and loss if at the balance sheetdate there is an indication that a previously assessed impairment loss nolonger exits the recoverable amount is reassessed and the asset is reflected atthe recoverable amount subject to a maximum of depreciable historical cost.

G. INVESTMENTS:

Investments are classified as long term or current based on intention of the management at the time of purchase. Current investments are valued scrip wise at cost or fair value whichever is lower.

H. REPOSSESSED ASSETS:

Assets repossessed against the settlement of loans are carried in the balance sheet at outstanding loans amount or market value whichever is lower. The difference between the outstanding loan amount and the market value is charged to statement of profit and loss in the year of repossession of assets.

I. LOAN ORIGINATION/ACQUITION COST:

All direct cost incurred for the origination is amortized over the average tenure of the loan.

J. SECURITY OF LOAN GIVEN:

Housing loans/loans against property granted are secured by equitable registered mortgage of property and / or undertaking to create secured loans are secured against the hypothecation of respective assets.

K. BORROWING COST:

Borrowing cost: which are directly attributable to the acquisition/construction of fixed assets, till the time assets are ready for intended use, are capitalized as part of the cost of the assets? Other borrowing costs are recognized as expenses in the year in which they are incurred. Borrowing cost directly attributable to borrowing are expense over the tenure of the borrowing.

L. EARNING PER SHARE:

The basic earning per shares is computed by dividing the net profit/lossattributable to the equity shareholder for the period by the weighted average number of equity shares outstanding during the reported year. Diluted earning per share reflects the potential dilution that could occur if securities or other contract to issue equity shares were exercised or converted during the year. Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year. In computing dilutive earning per share, only potential equity shares that are dilutive and that reduce profit/increase loss per share are included.

M. PROVISION FOR NON-PERFORMING ASSET (NPA) AND DOUBTFUL DEBTS:

NPA includes loans and advances receivable are identified as bad/doubtfulbases on the duration of the delinquency. The duration is set at appropriate levels for each product. NPA provisions are made based on the management assessment of the degree of impairment and the level of provisioning meets the NBFC prudential norms prescribed by the Reserve Bank of India.

N. PROVISION FOR STANDARD ASSETS:

Provisions for standard assets are made as per the reserve bank of India notification DNBS. PD. CC NO. 207/03.02.2002/2010-11 dated January 17,2011.

O. TAXATION:

i) Current Tax:

Provision for current tax made after taking into consideration benefit admissible under the provision of the income tax act, 1961. Minimum alternate tax (MAT) credit entitlement is recognized where there is convincing evidence that the same can be realized in future.

ii) Deferred Tax:

The deferred tax charge or credit and the corresponding deferred tax liability or assets are recognized using the tax rate that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future however where there is unabsorbed depreciation or carried forward loss under taxation laws. Deferred tax assets are recognized only if there is virtual certainty or realization of such assets. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonably/ virtual certain (as the case may be)to be realized.

3. The financial statement for the period ended march 31, 2014 had been prepared as per the then applicable. Schedule VI to the companies act, 1956.Consequent to the notification to the Revised Schedule VI under the companies act, 1956, the financial statement for the period ended march 31,2014 have been prepared as per Revised Schedule VI. Accordingly the previous year's figures does not impact recognition and measurement principle followed for preparation of financial statement.

FOCUS INDUSTRIAL RESOURCES LIMITEDNotes to Financial Statements as at March 31, 2014

28Notes To

Financial Statements

Figures in Rupees

As at As at

4 SHARE CAPITAL: 31/03/2014 31/03/2013

A. Authorized, Issued, Subscribed and Paid-up Share Capital

Authorized:

12500000 Equity Shares of Rs. 10/- each. 125,000,000 125,000,000

125,000,000 125,000,000

Issued:

12194199 Equity Shares of Rs. 10/- each. 121,941,990 121,941,990

121,941,990 121,941,990

Subscribed and Paid-up:

12194199 Equity Shares of Rs. 10/- each fully paid-up 121,941,990 121,941,990

121,941,990 121,941,990

B. Reconciliation of Shares outstanding at the beginning and at the end of year are given below:

2013-14 2012-13

Numbers Amount Numbers Amount

Equity Shares outstanding at the beginning of the year 12,194,199.00 121,941,990 12,194,199 121,941,990

Add: Bonus Shares Issued during the year - - - -

Add: Allotted due to Amalgamation - - - -

Equity Shares outstanding at the end of the year 12,194,199.00 121,941,990 12,194,199 121,941,990

(a). Detail of Equity Shares of ` 10/- each fully paid-up issued/ allotted during the year : 2013-14 2012-13

i. Number of Equity Shares issued and allotted against exercise of Bonus Issue. - -

ii. Number of Equity Shares issued against amalgamation. - -

- -

C. Detail of shareholder holding more than 5 percent shares of the Company as on reporting date are given below:

As at 31/03/2014 As at 31/03/2013

Name of shareholder Numbers of Shares held Percentage of Holding Numbers of Shares held Percentage of Holding

Anand Kumar Jain 682,807.00 5.6 696,607 5.71

Renu Jain 997,500.00 8.18 997,500 8.18

S.K. Jain 1,291,814.00 10.59 1,403,484 11.51

D. Detail of shares allotted without payment being received in cash during five years immediately preceding the Balance Sheet date are given below :

Year ended

3/31/2014 3/31/2013 3/31/2012 3/31/2011 3/31/2010

Equity Shares :

Fully paid up pursuant to contract without

payment being received in cash (a)

Fully paid up by way of bonus shares - - 8,129,466 - -

Fully paid up by way of Amalgamation - - - 2,914,733 -

Figures in Rupees

As at As at

5 RESERVES AND SURPLUS: 31/03/2014 31/03/2013

Reserves and Surplus consist of the following:

Special Reserve u/s 45-IC of RBI Act, 1934 2,071,249 1,887,115

Securities Premium Account 81,294,660 81,294,660

General Reserve 3,604,666 3,604,666

86,970,575 86,786,441

Surplus i.e. balance in Statement of Profit and Loss - (b) 8,309,080 7,572,090

95,279,655 94,358,531

(a) Additions and deductions since the last Balance Sheet under each head of Reserve are as under:

Figures in Rupees

As at As at

31/03/2013 Additions Deductions 31/03/2014

Capital Reserve - - - -

Special Reserve u/s 45-IC of RBI Act 1934 1,887,115.00 184,134 - 2,071,249

Securities Premium Account 81,294,660.00 - - 81,294,660

Profit & Loss A/C 7,572,090.00 945,188 208,198 8,309,080

General Reserve 3,604,666.00 - - 3,604,666

94,358,531.00 1,129,322 208,198 95,279,655

29Notes To

Financial Statements

(b) Allocations and appropriations in Surplus i.e. balance in Statement of Profit and Loss are as under: Figures in Rupees

As at As at 31/03/2014 31/03/2013

Opening Balance 7,531,000 4,594,728 Add: Profit for the period after Provision for Current Year Income Tax & Deffered Tax 920,671 3,670,340

8,451,671 8,265,068 Less: Tax adjustment related to Previous Years - - Less: Transfer to Special Reserve u/s 45-IC of RBI Act 1934 184,134 734,068 Closing Balance 8,267,537 7,531,000

6. LONG TERM BORROWINGS:Figures in Rupees

As at As atSecured : 31/03/2014 31/03/2013Term Loans:From Banks -

ICICI Audi Car Loan 2,130,740 2,790,601 ICICI VENTO Car Loan 20,776 311,815 Volkswagen Finance (P) Ltd.(SKODA) 256,419 668,883 Volkswagen Finance (P) Ltd.(AUDI) 2,890,880 -

5,298,815 3,771,299 Unsecured:Inter Corporate Deposits:

From Others 15,334,940 5,757,452 15,334,940 5,757,452 20,633,755 9,528,751

(a) Other Loans and Advances mainly include inter Corporate Deposits from three body Corporates.(b) Nature of security for secured borrowings are Motor Cars

Figures in RupeesAs at As at

7. DEFERRED TAX LIABILITIES (NET): 31/03/2014 31/03/2013Major components of Deferred Tax arising on account of temporary timing differences are given below:Deferred Tax Liabilities :Opening Balance 210,796 117,417

Add: Provision for Current Year Deffered Liability 184,987 93,379 Deferred Tax Liability (Net) 395,783 210,796

Figures in RupeesAs at As at

8 LONG-TERM PROVISIONS: 31/03/2014 31/03/2013Long-term Provisions consist of the following:Provision for Standard Assets 527,157 503,093 Provision for Depreciation on Investment - 24,517 Other Provisions 113,054 113,054

640,211 640,664

Figures in RupeesAs at As at

9 TRADE PAYABLE: 31/03/2014 31/03/2013Trade Payable consist of the following:Trade Payable - Due to micro and small enterprises - - Trade Payable - Due to other than micro and small enterprises 91,017 340,274 Accrued Expenses 2,222 -

93,239 340,274

Figures in RupeesAs at As at

10 OTHER CURRENT LIABILITIES: 31/03/2014 31/03/2013Other Current Liabilities consist of the following :Statutory dues Payables 3,081 - Other Liabilities - 457,252

Volkswagen Car Loan Payable 108,348 -Audit Fees Payable 29,775 -Audi Car Loan Payable 76,811 -Salaries Payable 139,065 -

357,080 457,252

30Notes To

Financial Statements

Figures in Rupees

As at As at

11 SHORT-TERM PROVISIONS : 31/03/2014 31/03/2013Short-term Provisions consist of the following:Provision for Current Tax 2013 1,520,985 1,520,985 Provision for Current Tax 2014 226,716 -

1,747,701 1,520,985

12. Fixed Assets :

Figures in Rupees

As at As at

14 LONG-TERM LOANS AND ADVANCES : 31/03/2014 31/03/2013Long-term Loans and Advances consist of the following:Inter corporate loans, advances and deposits:Secured, Considered Good - -Unsecured, Considered Good 73,164,007 39,967,588 Other loans and advances :Secured, Considered Good - - Unsecured, Considered Good 137,698,656 161,354,992

210,862,663 201,322,580

Figures in Rupees

As at As at

15 OTHER NON-CURRENT ASSETS : 31/03/2014 31/03/2013Other non-current Assets consist of the following:Unamortized Expenses 18,859 37,720

18,859 37,720

31

1 COMPUTERS 659,634 127,050 - 786,684 511,950 58,390 - 570,340 216,344 147,684

2 VEHICLES 6,902,125 3,821,000 - 10,723,125 574,407 914,274 - 1,488,681 9,234,444 6,327,718

3 PHOTOCOPIER 57,000 - - 57,000 17,005 2,708 - 19,713 37,287 39,995

4 AIR CONDITIONER 64,000 32,000 - 96,000 8,867 4,523 - 13,390 82,610 55,133

5 SECURITY SYSTEM 91,744 54,038 - 145,782 15,024 6,862 - 21,886 123,896 76,720

6 TELEPHONE 26,000 26,000 - 52,000 1,049 2,243 - 3,292 48,708 24,951

7 REFRIGERATOR - 10,300 - 10,300 - 543 - 543 9,757 -

8 MICROWAVE - 6,500 - 6,500 - 236 - 236 6,264 -

9 WATER PURIFER - 22,000 - 22,000 - 982 - 982 21,018 -

TOTAL 7,800,503 4,098,888 - 11,860,591 1,128,302 990,761 - 2,119,063 9,780,328 6,672,201

PREVIOUS YEAR 3,557,184 4,243,319 - 7,800,503 678,925 449,377 - 1,128,302 6,672,201 2,878,259

S.No.

PARTICULARS As at 01.04.2013

As at31.03.2014

Upto 31.03.2013

For the YearUpto

31.03.2013As at

31.03.2014As at

31.03.2013Deductions/Adjustment

Deductions/Adjustment

AdditionalDuring

the Year

GROSS BLOCK DEPRECIATION NET BLOCK

13. NON CURRENT INVESTMENTS AS AT 31.03.2014

(Long Term unless otherwise stated) (Figures in Rupees)

As at As at As at As at

31.03.2014 31.03.2013 31.03.2014 31.03.2013

(Number of Shares)

QUOTED (Non Trade Investments)

- - - - -

UNQUOTED (Non Trade Investments)

0 12000 Arora Credits Ltd of Rs. 10/- each. - 8,907,500

0 12000 TOTAL - 8,907,500

Aggregate amount of Unquoted Investments - 8,907,500

Aggregate provision for diminution in value of Investments 24,517

Notes To Financial Statements

Figures in Rupees

As at As at

17 TRADE RECEIVABLE : 31/03/2014 31/03/2013Trade Receivables consist of the following:Outstanding for a period exceeding six months (from the due date):Unsecured, Considered Good - -Outstanding for a period less than six months :Unsecured, Considered Good - 2,889,900

- 2,889,900

Figures in Rupees

As at As at

18 CASH AND BANK BALANCES : 31/03/2014 31/03/2013Cash and Bank Balances consist of the following:Cash and Cash Equivalents:Balance with Banks: Current Accounts

Andhra Bank 3,563,740 - Corporation Bank 6 254,439Union Bank of India 5,409 5,628Cash on hand 13,298,681 6,250,31

16,867,836 6,510,378

32

Figures in Rupees

As at As at

16 CURRENT INVESTMENTS : 31/03/2014 31/03/2013A. Current Investments consist of the following:

Current Investments:Investments in Equity Instruments - 1,727,379

- 1,727,379

Figures in Rupees

As at As at

31/03/2014 31/03/2013

B. Aggregate amount and of quoted and unquoted investments and aggregate market value of quoted investments are given below:Aggregate amount of Unquoted Investments - - Aggregate amount of Quoted Investments - 1,727,379

- 1,727,379

C. Disclosure with regard to investments in bodies corporate are given below:

Face value As at 31/03/2014 As at 31/03/2013 (a). Current Investments per Unit Numbers Rupees Numbers Rupees

Ajmera Realty & Infra India Ltd - - 30 3,506 Asrtya Micro Wave Products Ltd - - 1,650 47,300Goldbees Ltd - - 22 56,566IFCI Ltd - - 24,000 1,082,071Indian Seamless Ltd. - - 2,500 52,800Ispat Industries Ltd. - - 300 3,900Ispat Industries Preference Ltd. - - 200 697 Lanco Global Ltd. - - 1,000 33,133 Lloyds Engineering Ltd. - - 4,100 196,885Petronet LNG Ltd. - - 20 1,406Shre Precot Mills Ltd. - - 140 20,598 Spentex Industries Ltd. - - 2,000 9,117 Tata Tele Ltd. - - 4,800 206,400 VBRANT Digital - - 1,000 13,000

- - 41,762 1,727,379 D. Current Investments are stated at lower of cost and fair Market Value.

Notes To Financial Statements

Figures in Rupees

Year ended Year ended

23 CHANGES IN INVENTORIES : 31/03/2014 31/03/2013Changes in Inventories consist of the following: Opening Inventories:Stock of shares 1,727,379 3,021,882 Less: Closing Inventories:Stock of shares 1,328,313 1,727,379

399,066 1,294,503

Figures in Rupees

Year ended Year ended

24 EMPLOYEE BENEFIT EXPENSES : 31/03/2014 31/03/2013Employee Benefits Expenses consist of the following:Salaries and Wages 1,451,107 1,486,958 Bonus 54,000 75,000 Employee Welfare 99,023 87,850

1,604,130 1,649,808

Figures in Rupees

Year ended Year ended

25 FINANCE COSTS : 31/03/2014 31/03/2013Finance Costs consist of the following:Interest Expenses 554,505 281,313Bank charges 36,097 39,864

590,602 321,177

33

Figures in Rupees

As at As at19 OTHER CURRENT ASSETS: 31/03/2014 31/03/2013

Other Current Assets consist of the following:Security Deposit 25,000 25,000 Tax Deducted at Source 2013 561,540 882,136 Tax Deducted at Source 2014 889,822 - Other Receivables 755,053 24,449

2,231,415 931,585

Figures in Rupees

Year ended Year ended20 REVENUE FROM OPERATIONS: 31/03/2014 31/03/2013

Revenue from Operations consist of the following:Sale of shares 281,487 27,361,477 Interest 9,770,013 11,613,631 Dividend 21,515 60,231Net Revenue from Operations 10,073,015 39,035,339

Figures in Rupees

Year ended Year ended21 OTHER INCOME: 31/03/2014 31/03/2013

Other Income consist of the following:Interest Income:On Others - 3,327 Gain/ (Loss) on sale of Investments (Net) :On Long-term Investments - -

- 3,327(a) Interest Income is gross of tax deducted at source amounting Rs. 889822/- (Previous year Rs. 561540/-) (b) Dividend Income on investments include Rs. 21515/- (Previous year Rs. 60231/-) received.

No. of Shares Figures in Rupees

22 PURCHASE OF SHARES : Year ended Year ended Year ended Year ended

Name of Scripts 31/03/2014 31/03/2013 31/03/2014 31/03/2013

R Power Limited 1400 - 103,969 - YBRANT Digital - 1,000.00 - 13,000 Dish TV - 10,000.00 - 733,459

1,400 11,000.00 103,969 746,459

Notes To Financial Statements

Figures in Rupees

Year ended Year ended

26 DEPRECIATION AND AMORTIZATION EXPENSES : 31/03/2014 31/03/2013Depreciation 990,761 449,377Amortization of Amalagamation Expenses 18,861 18,861

1,009,622 468,238

Figures in Rupees

Year ended Year ended

27 OTHER EXPENSES : 31/03/2014 31/03/2013Other Expenses consist of the following:(Gain)/ Loss on F & O (142,760) 27,082,991 A.G.M. Expenses 215 22,340 Advertisement Expenses 50,661 80,678 Auditors' Remuneration - (a) 29,775 26,500 Books & Brokerage 224 1,366 Books & Periodicals Expenses 9,962 9,693 Business Promotion 3,168,993 142,336Car Insurance 142,250 -Electricity 103,230 72,143 Legal & Professional Charges 39,878 16,175Listing & Connectivity Charges 96,629 332,789Miscellaneous Expenses 86,299 10,104Petrol 289,944 298,552Postage & Telephone 236,190 191,410 Printing & Stationary 142,394 126,210R.O.C. Fee 1,000 1,500 Rates and Taxes - 21,495Repair & Maintnances 378,288 150,940 Travelling & Conveyance 400,080 686,555

5,033,252 29,273,777(a). Details of Auditors' Remuneration are as follows :

Statutory Auditors :Audit Fees 22,472 23,500 Tax Audit Fees 7,303 3,000

29,775 26,500

Figures in Rupees

Year ended Year ended

28 TAX EXPENSES : 31/03/2014 31/03/2013Current Tax :Current Tax for the year 226,716 1,520,985

226,716 1,520,985 Deferred Tax :Deferred Tax for the year 184,987 93,379

184,987 93,379

29 SEGMENT REPORTING :(a) As per company’s business activities falls within single segment viz loans & investments the disclosure requirement of Accounting Standard

17 "Segment Reporting" issued by the Institute of Chartered Accountants of India & the geographical is in India.

Figures in Rupees

Year ended Year ended

30 EARNING PER SHARE (EPS) : 31/03/2014 31/03/2013Profit/ (Loss) for the period (Rupees) 920,671 3,670,340Weighted average number of shares used in the calculation of EPS : (No. of Shares)Weighted average number of Basic Equity Shares outstanding 12,194,199 12,194,199Shares issued for no consideration in respect of Bonus Shares - - Shares issued for no consideration in respect of Amalgamation - - Weighted average number of Diluted Equity Shares outstanding 12,194,199 12,194,199Face value of per share 10 10

Basic EPS 0.08 0.30 Diluted EPS 0.08 0.30

34Notes To

Financial StatementsNotes To

Financial Statements

35

31 Information related to Micro, Small and Medium Enterprises, as defined in the Micro, Small and Medium Enterprises Development Act, 2006 (MSME

Development Act). There is no due to small scale industrial undertaking which are required to be disclosed as per schedule VI to the Comapnies Act,1956.

32 RELATED PARTY DISCLOSURES :Details of disclosures as required by "Accounting Standard (AS)- 18 on Related Party Disclosure" are as under:-a) Names of related parties and description of relationship:

Key Management PersonnelMr. Pradeep Kumar Jindal Chairman cum Managing DirectorMr. Ashok Kumar Gupta DirectorMs. Madhvi Bhatnagar DirectorMr. Santanu Kumar Dash DirectorMs. Silky Kapoor Company Secretary

b) Related party transactions :As per the information available it seems that there were no related party transactions.

Notes To Financial Statements

FOCUS INDUSTRIAL RESOURCES LIMITED

36Notes To

Financial StatementsNotes To

Financial Statements

FOCUS INDUSTRIAL RESOURCES LIMITED Cin No. : L15319DL1985PLC021348

Regd. Off. : 104, Mukand House, Commercial Complex, Azadpur

Delhi-110 033, Ph. : 011-27673522, 47039000

Fax : 011-26766399

Focus Industrial Resources Limited Regd. Office: 104, Mukand House, Commercial Complex, Azadpur, Delhi-110033.

Corporate Identity Number: L15319DL1985PLC021348 Telephone: 011-27676399, 011-47039000 Fax No.- 27676399

Email: info@focuslimited.in, Website: www.focuslimited.in

Folio No./DP ID/ Client ID No. No. of Shares Held

ATTENDANCE SLIP

I/We record my/our presence at the Annual General Meeting of the Company at Shalimar Bagh Club, Community Centre, Club Road, B-Block, Plot No-9, Shalimar Bagh, Delhi- 110088 on Tuesday, 30th September, 2014 at 12:30 P.M. NAME OF THE SHAREHOLDER(S) (in Block Letters) SIGNATURE OF THE SHAREHOLDER(S) NAME OF THE PROXY (in Block Letters) SIGNATURE OF THE PROXY

NOTE: You are requested to sign and handover this slip at the entrance of the meeting venue.

Form No. MGT- 11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN: L15319DL1985PLC021348 Name of the Company: FOCUS INDUSTRIAL RESOURCES LIMITED Registered Office: 104, Mukand House, Commercial Complex, Azadpur, Delhi-110 033

Name of the member(s): Registered address: E-mail Id: Folio No/Client Id DP ID

I/We, being the member(s) of………………………………shares of the above named company, hereby appoint

1. Name Address E-mail id Signature Or failing him

2. Name Address E-mail id Signature Or failing him

3. Name Address E-mail id Signature As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Tuesday, 30th September, 2014 at 12:30 P.M at Shalimar Bagh Club, Community Centre, Club Road, B-Block, Plot No-9, Shalimar Bagh, Delhi- 110088. Resolution No. 1……………………………………….. 2…………………………………………. 3……………………………………………………. Signed this………………………..day of………………………….2014

Affix

Signature of Shareholder :……………………………………

Signature of Proxy holder(s) :…………………………………… Revenue

Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered

office of the Company, not less than 48 hours before the commencement of the meeting.