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Directors Report of FGP Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 53rd Annual Report together with the Audited Financial Statements for the year ended March 31,2015.

FINANCIAL SUMMARY:

(Rs. in lakhs)

F.Y.2014-15 F.Y 2013 -14

Income 57.81 110.88

Less : Expenses 91.68 721.66

Loss after Tax (33.87) (610.78)

Add : Loss brought forward (2434.48) (1823.70) from previous year

Loss carried to Balance sheet (2468.35) (2434.48)

In the preparation of financial statements, no treatment different from that prescribed in Accounting Standards has been followed.

There are no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year on March 31, 2015 to which the financial statements relate and the date of the report.

STATE OF COMPANY'S AFFAIRS:

The Business Centre activity had a modest demand during FY 2014-15. Therefore, the Company earned an income of Rs. 9.80 lakhs as against Rs. 32.18 lakhs for FY 2013-14.

National Insurance Company Ltd., the owner of the office premises has served notice for termination of the tenancy and currently the matter is sub judice.

Observing the above facts, the business centre activity does not offer a promising future.

LISTING:

The Equity Shares of the Company are listed at the BSE Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2015-16.

EXTRACT OF ANNUAL RETURN:

Details forming part of the extract of the Annual Return in Form MGT 9 is annexed hereto as "Annexure A".

MEETINGS OF THE BOARD:

During the year under review, 5 (Five) meetings of the Board of Directors were held, details of which are set out in the Corporate Governance Report which forms part of this Report.

BOARD COMMITTEES:

Detailed composition of the mandatory Board committees namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held during the year under review and other related details are set out the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 As specifically required under Section 134 of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed and there were no material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements 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 as at March 31,2015 and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Company has received declarations as required under Section 149(7) of the Companies Act, 2013 from all its independent directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Companies Act, 2013, namely; Mr. H.C. Dalal, Ms. Shruti Joshi, Mr. Prem Kapil and Mr. Vimal Kejriwal.

The Board has in the Board Meeting held on May 28, 2015 confirmed that in its opinion the independent directors of the Company possess the appropriate balance of skills, experience and knowledge as set out in Section 149(6) of the Act.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS:

All pecuniary relationships or transactions of the non-executive Directors vis-a-vis the Company, along with criteria for such payments and disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report and Form MGT-9 which forms part of this Report.

NOMINATION & REMUNERATION POLICY:

The Company's policy on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) is enclosed with this Report as "Annexure B".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company neither taken any loans, nor provided any guarantee under Section 186 of the Companies Act, 2013.

Details of investments made during the year are stated in the notes to Financial Statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business.

The Company has formulated a policy on related party transactions. This policy as approved by the Board is uploaded on the Company's website on the below link:

http://www.fgpltd.in/RelatedPartyTransactionsPolicy.pdf

TRANSFER TO RESERVES:

The Company has not transferred any sum to General Reserve in view of low profits made during the year ended March 31, 2015.

DIVIDEND:

In view of the loss, the Directors regret their inability to recommend dividend.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2015 to which the financial statements relate and the date of this report.

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

The information to be furnished under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

Conservation of Energy: The Company is engaged in the Business Centre activity under which its operations do not account for substantial energy consumption. However, the Company has taken all necessary steps to conserve energy. The management has ensured that all these measures are complied with.

Technology Absorption: The provisions relating to technology absorption are not applicable to the Company.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

RISK MANAGEMENT:

The Company has laid down a well defined risk management mechanism covering the risk mapping and trend analysis of both business and non-business risks, risk exposure, potential impact and risk mitigation process. The Board periodically reviews the risks and suggests steps to be taken to manage/ mitigate the same through a properly defined framework. In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risks areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee under the Chairmanship of Mr. H. C. Dalal has also been constituted to oversee the risk management process in the company.

CORPORATE SOCIAL RESPONSIBILITY:

The Company doesn't fall under the companies required to constitute the Corporate Social Responsibility (CSR) Committee as per Section 135 of the Companies Act, 2013. Therefore, the Company has neither constituted CSR Committee nor has it developed or implemented any Policy on Corporate Social Responsibility.

CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Mr. H. N. Singh Rajpoot (DIN: 00080836), non-executive non- independent Director retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

During the year under review, Ms. Shruti Joshi was appointed as an Additional Director on May 23, 2014 and Mr. Prem Kapil was appointed as an Additional director on August 12, 2014.

Also, following directors were designated as independent directors on the date of last AGM held on September 30, 2014 for a term of five years with effect from September 30, 2014:

1. Mr. H.C. Dalal (DIN: 00206232)

2. Ms. Shruti Joshi (DIN: 05277759)

3. Mr. Prem Kapil (DIN: 06921601)

4. Mr. Vimal Kejriwal (DIN: 00026981)

Further, the Company has, pursuant to the provisions of Section 203 of the Companies Act, 2013, appointed Ms. Aayushi Mulasi as the Company Secretary of the Company w.e.f. November 11, 2014.

Further on the recommendation of Nomination and Remuneration Committee, Mr. Kishore Shete, Wholetime Director was re-appointed as the Whole-time Director for a period of two (2) years with effect from April 1,2015 to March 31,2017.

SUBSIDIARY COMPANIES:

There were no companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

DEPOSITS:

The Company has not accepted Deposits under Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

Presently, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations.

The Company has received eviction notices from the National Insurance Company Limited (NIC), owner of Commercial Union House, property occupied by the Company as its registered office. Presently, the status of matter is dormant since February 2015.

CHANGE IN THE NATURE OF BUSINESS:

The Company has been engaged in the business of providing Business Centre. During the year under review, there was no change in the nature of the business.

INTERNAL FINANCIAL CONTROL:

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

1 The ratio of the remuneration of each director to the median remuneration of the employees of the company excluding Managing Director for the financial year

Mr. H.N. Singh Rajpoot(Chairman) - 0.022:1

Mr. H.C. Dalal - 0.022:1

Ms. Shruti Joshi - 0.009:1

Mr. Prem Kapil - 0.006:1

Mr. Vimal Kejriwal - 0.015:1

Mr. Kishore Shete (Whole-time Director and CFO) - 1.853:1

2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Mr. H.N. Singh Rajpoot(Chairman) - 85.71%

Mr. H.C. Dalal - 160%

Ms. Shruti Joshi - Not applicable as appointed w.e.f. May 23, 2014.

Mr. Prem Kapil - Not applicable as appointed w.e.f. August 12, 2014

Mr. Vimal Kejriwal - 28.57%

Mr. Kishore Shete

(Whole-time Director and CFO) - No increase Ms. Aayushi Mulasi (Company Secretary) - Not applicable as appointed w.e.f. November 11,2014.

3 The percentage increase in the median remuneration of employees It is not possible to compute the median for the previous year, i.e.; 2013-14 as the number of employees in the year was 1. Whereas number of employees in financial year 2014-15 is 2. Thus the increase in median cannot be determined.

4 The number of permanent employees on the rolls of company 2 employees as on March 31,2015.

5 The explanation on the relationship between average increase in remuneration and company performance

There was no increase in remuneration of any employee given the losses incurred by the Company. However, there was an increase in overall remuneration paid as Company Secretary was appointed w.e.f. November 11,2014.

6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the company

Not applicable as there was no increase in remuneration of Whole-time Director and Chief Financial Officer of the Company given the financial position of the Company.

However, Company Secretary was appointed in the Company w.e.f. November 11, 2014 who was entitled to remuneration.

7 Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

March 31, March 31, 2015 2014

Market Capitalisation (Rs.) 23.43 lakhs 23.20 lakhs

PE ratio 7.04 0.38

The Company has not made any public offer. Hence the details of the same are not applicable.

8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Not applicable to the Company.

9 Comparison of the each remuneration of the Key Managerial personnel against the performance of the Company

The loss before tax for the financial year ended March 31, 2015 declined by 95.42%. Hence, there was no increase in remuneration of any Key Managerial Personnel. However, Ms. Aayushi Mulasi was appointed Company Secretary of the Company on November 11,2014.

10 The key parameters for any variable component of remuneration Directors was variable during the financial year.

No component of the remuneration received by the availed by the directors

11 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Not applicable as there are only 2 permanent employees on the payroll the Company.Both the said employees are Key Managerial Personnel of the Company.

12 Affirmation that the remuneration is as per the remuneration policy of the company.

The remuneration to employees of the Company is as per the remuneration policy of the Company.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Audit Committee's terms of reference inter alia include vigil mechanism which also incorporates a Whistle Blower Policy in terms of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has adopted Whistle Blower policy in the meeting of Board of Directors held on August 12, 2014. The Whistle Blower mechanism provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Governance and Ethics. The Policy is uploaded on the website of the Company on the link below: http://www.fgpltd.in/WhistleBlowerPolicy.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Clause 49(II)(B)(7) of the Listing Agreement entered into with the Bombay Stock Exchange, the Company has familiarized its independent directors on their roles, rights, responsibilities in the Company, nature of the industry in which company operates, business model of the company, etc. A note on the familiarization programme adopted by the Company has been uploaded on the Company's website on the link below:

http://www.fgpltd.in FamiliarizationProgrammeForIndependentDirectors.pdf

FORMAL ANNUAL PERFORMANCE EVALUATION:

The Company, pursuant to the requirement of Section 134(3) (p) read with Rule 8(4) of the Companies (Accounts) Rules, 2014 has carried out the formal annual evaluation of the performance of the Board, committees of the Board, i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee and the directors individually.

The said evaluation was based on the parameters stated in the Policy on Appointment, Training, Evaluation and Remuneration of the Directors, Key Managerial Personnel and Senior Managerial Personnel laid down by the Nomination & Remuneration Committee and adopted by the Board of Directors of the Company.

INTER SE RELATIONSHIPS BETWEEN THE DIRECTORS:

There are no relationships between the Directors inter se.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis in compliance with Part VIII(D) of Clause 49 of the Listing Agreement forms a part of this Report as "Annexure - C".

AUDITORS:

Statutory Auditors:

M/s. V.S.Somani & Co., Chartered Accountants, the Auditors of the Company who retire at the ensuing Annual General Meeting of the Company, being eligible for re-appointment, offer themselves for re-appointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Statutory Auditors of the Company, therefore it is proposed to appoint M/s. VS. Somani & Co., Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of next AGM.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Parikh Parekh & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed to this Report in Form MR-3 as "Annexure-D" in compliance with the provisions of Section 134(3) of Companies Act, 2013.

Internal Auditors:

The Board has appointed M/s. Vivek M. Tamhane & Co., Chartered Accountants as the Internal Auditors for the financial year 2014-15 under Section 138 of the Companies Act, 2013 and they have completed the internal audit in line with the scope laid down by the Audit Committee for the financial year 2014-15.

Further, the Board has re-appointed M/s. Vivek M. Tamhane & Co. as Internal Auditors of the Company for the financial year 2015-16.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, forms part of this Report.

EXPLANATION AND COMMENTS ON AUDITOR'S AND SECRETARIAL AUDIT REPORT:

There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors' Report.

Further, there is no qualification, disclaimer, reservation or adverse remark made by the Company Secretary in practice in Secretarial Audit Report.

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

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) RULES, 2014:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the Company has constituted Internal Complaints Committee (ICC). The said Committee is guided by a Policy on Prevention of Sexual Harassment of Women at Workplace adopted by the company.

During the year 2014-15, the Company has not received any complaint with allegations of sexual harassment.

MATERIAL TRANSACTIONS WITH RELATED PARTIES:

The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form AOC - 2 in terms of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

APPRECIATION:

The Board of Directors place on record its appreciation towards all its employees for their services rendered and the shareholders for their constant support and for the faith reposed by them in the Company.

For and on behalf of the Board

H.N. Singh Rajpoot Chairman Place: Mumbai Date: May 28, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifty Second Annual Report together with the audited Financial Statements for the year ended 31st March, 2014:

FINANCIAL RESULTS:

(Rs. in lakhs)

F.Y. 2013 -14 F.Y 2012-13

Income 94.93 41.78

Add : Prior year''s income 15.95 Nil

Less : Expenses 721.66 76.75

Loss (610.78) (34.97)

Add : Loss brought forward (1,823.70) (1,788.73) from previous year

Loss carried to Balance sheet (2,434.48) (1,823.70)

DIVIDEND:

In view of the loss, the Directors regret their inability to recommend dividend.

OPERATIONS:

The Business Centre activity had a modest demand during FY 2013-14. Therefore, the Company earned an income of Rs.32.18 lakhs as against Rs. 13.76 lakhs for FY 2012-13.

Due to increased expenses on repairs & maintenance and the provisions of Rs. 624.27 lacs made for bad debts, the Company has incurred the loss of Rs.610.78 lakhs during FY 2013-14 against the loss of Rs. 34.97 lakhs in FY 2012-13.

National Insurance Company Ltd., the owner of the office premises has served notice for termination of the tenancy and currently the matter is subjudice.

Looking to the above facts, the future prospects for the business centre activity are not promising.

LISTING:

The Equity Shares of the Company are listed at the BSE Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2014-15.

DIRECTORS:

The Company has appointed Mr. H. C. Dalal, Mrs. Shruti Joshi and Mr. Prem Kapil as additional directors w.e.f. 30th September, 2013, 23rd May, 2014 and 12th August, 2014 respectively. They shall hold office upto the date of ensuing Annual General Meeting (AGM) and are proposed to be appointed as Directors at the said AGM.

As per Section 149(4) of the Companies Act, 2013 (the ''Act''), which came in to effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

Accordingly, Mr. Vimal Kejriwal, Mr. H.C.Dalal, Mr. Prem Kapil and Mrs. Shruti Joshi are proposed to be appointed as Independent Directors at the ensuring AGM to hold office for a period of 5 years as mentioned in the Notice of the forthcoming AGM of the Company.

Mr. Kishore Shete Wholetime Director retires at the ensueing AGM and being eligible, offers himself for re-appointment.

Mr. H.N.Singh Rajpoot has informed that he should be treated as Non-Independent Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2014 and of the Loss made for the said financial year, i.e. 1st April, 2013 to 31st March, 2014.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict controal on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company who would retire at the ensuing Annual General Meeting have expressed their unwillingness to continue as the Statutory Auditors of the Company.

As recommended by the Audit Committee, the Board proposes to appoint M/s. V.S.Somani & Co. as the Statutory Auditors of the Company.

M/s. V.S.Somani & Co. have informed the Company that they are eligible to act as the Statutory Auditors, if appointed.

You are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the shareholders for their continued support and for the faith they have reposed in FGP.

For and on behalf of the Board of Directors

H.N.Singh Rajpoot Kishore Shete Director Wholetime Director

Mumbai Date: 12th August, 2014


Mar 31, 2013

The Directors have pleasure in presenting the Fifty First Annual Report together with the Statement of Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS:

(Rs. in lakhs)

2012- 13 2011-12

Loss after Tax (34.97) (3.97)

Add: Loss brought forward from (1,788.73) (1,784.76) previous year.

Loss carried to Balance sheet (1,823.70) (1,788.73)

DIVIDEND:

In the absence of distributable profts, the Directors regret their inability to recommend dividend.

OPERATIONS:

The Business Centre activity had a modest demand during FY 2012-13. Therefore, the Company earned an income of Rs.13.76 lakhs as against Rs.13.91 lakhs for FY 2011-12.

Efforts are, however, being made to continue to strive for better occupancy rate in the current year.

Due to increased expenses on legal / professional charges incurred for protection of the Company''s properties / old tax matters and also the increased expenses on repairs and maintenance of the business centre, the Company has incurred the loss of Rs. 34.97 lakhs during FY 2012-13 against the loss of Rs. 3.97 lakhs in FY 2011-12.

LISTING:

The Equity Shares of the Company are listed at the BSE Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2013-14.

DIRECTORS:

Mr. Vimal Kejriwal retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief resume of Mr.Kejriwal, nature of his experience in specifc functional areas and names of the companies, in which he holds directorship and membership / chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with BSE Ltd, are given in the section on Corporate Governance in the Annual Report.

Your directors deeply mourn the sudden & sad demise of Mr. T.M. Elavia, Director of the Company on 18th August, 2013 and place on record their sincere appreciation for the invaluable guidance provided by him during his tenure as director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As specifcally required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the fnancial year ended 31st March, 2013 and of the Loss made for the said fnancial year, i.e. 1st April, 2012 to 31st March, 2013.

(iii) proper and suffcient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certifcate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors and to fx their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the shareholders for their continued support and for the faith they have reposed in FGP.



For and on behalf of the Board of Directors



H.N.Singh Rajpoot Kishore Shete

Director Wholetime Director

Mumbai

Date: 19th August, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Fiftieth Annual Report together with the Statement of Accounts for the year ended 31st March, 2012:

FINANCIAL RESULTS:

(Rs. in lakhs)

2011-2012 2010-2011

Profit / (Loss) after Tax (3.97) (46.23)

Add : Balance brought (1,784.76) (1,738.53)

forward from previous year

Profit / (Loss) carried to (1,788.73) (1,784.76) Balance sheet

DIVIDEND:

In the absence of distributable profits, the Directors regret their inability to recommend dividend.

OPERATIONS:

During the year under review, the Company earned income of Rs. 13.91 Lakhs from business centre activity towards service charges. For various reasons, the business centre activity has not picked up in India, which has affected the operations of the Company. Efforts are, however, being made to continue to strive for better occupancy rate in the current year.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2012-2013.

DIRECTORS:

Mr. Vimal Kejriewal and Mr.H.N.Singh Rajpoot retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Mr. P. F. Simms has resigned as a director of the company with effect from 2nd August, 2012. Consequent to the resignation of Mr. P.F. Simms, Mr. Rabindranath Jhunjhunwala has also ceased to be an alternate director to Mr. P. F. Simms with effect from 2nd August, 2012. Your directors place on record their appreciation of the valuable service rendered by them during the tenure of their directorship with the Company.

Mr. Kishore Shete was appointed by the Board as an Additional Director of the Company with effect from 15th November, 2011. He would hold office of Director upto the date of the ensuing Annual General Meeting and is eligible for appointment.

Mr. Kishore Shete ceased to be the Manager of the Company with effect from 15th November, 2011 and has been appointed by the Board as the Wholetime Director of the Company for a period from 15th November, 2011 to 31st March, 2014. Members are requested to approve the said appointment and payment of remuneration to him.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the Companies in which they hold directorship and membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT :

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2012 and of the Loss made for the said financial year, i.e. 1st April, 2011 to 31st March, 2012.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the employees and shareholders for their continued support and for the faith they have reposed in FGP.

For and on behalf of the Board of Directors

T.M.Elavia Director

H.N.Singh Rajpoot Director

Mumbai Date: 13th August, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Forty Ninth Annual Report together with the Statement of Accounts for the year ended 31st March, 2011:

FINANCIAL RESULTS:

(Rs. in lakhs)

2010-2011 2009-2010

Profit / (Loss) after Tax (46.23) (43.11)

Add : Balance brought (1,738.53) (1,695.42)

forward from previous year

Profit / (Loss) carried to (1,784.76) (1,738.53) Balance sheet

DIVIDEND:

In the absence of distributable profits, the Directors regret their inability to recommend dividend.

OPERATIONS:

During the year under review, the Company earned income of Rs.16.28 Lakhs from business centre activity towards service charges. For various reasons, the business centre activity has not picked up in India, which has affected the operations of the Company. But the Company would continue to strive for better occupancy rate in the current year.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2011-2012.

DIRECTORS:

Mr. Ajit Singh Chouhan and Mr.T.M.Elavia would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership / chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2011 and of the Loss made for the said financial year, i.e. 1st April, 2010 to 31st March, 2011.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors form part of this Annual Report

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Members are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the employees and shareholders for their continued support and for the faith they have reposed in FGP.

For and on behalf of the Board of Directors H.N.Singh Rajpoot T.M.Elavia Director Director

Mumbai Date: 25th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Forty-Eighth Annual Report together with the Statement of Accounts for the year ended 31st March, 2010:

FINANCIAL RESULTS:

(Rs. in lakhs)

2009-2010 2008- 2009

Gross Profit/doss) (42.19) 468.92

Less: Depreciation 0.92 1.04

Profit/( Loss) before Tax (43.11) 467.88

Less: Fringe Benefit Tax - 0.39

Profit/(Loss) after Tax (43.11) 467.49

Add: Balance brought

forward from previous year (1,695.42) (2,162.91)

Prof it/( Loss) carried to

Balance Sheet (1,738.53) (1,695.42)



DIVIDEND:

In the absence of distributable profits, the Directors regret their inability to recommend dividend.

OPERATIONS:

During the year under review, the Company earned income of Rs. 18.66 Lakhs from business centre activity towards service charges. For various reasons, the business centre activity has not picked up in India, which has affected the operations of the Company. But the Company would continue to strive for better occupancy rate in the current year.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2010-2011.

DIRECTORS:

Mr. Vimal Kejriwal and Mr. P.F. Simms would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2010 and of the Loss made for the said financial year, i.e. 1st April, 2009 to 31st March, 2010.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure. Foreign Exchange Earnings : Rs. NIL Foreign Exchange Outgo : Rs. NIL

SUBSIDIARY COMPANY:

During the financial year the Company has sold off its stake in its only subsidiary company. As on 31st March, 2010, the Company does not have a subsidiary company.

AUDITORS:

M/s. J.R. Sumondy & Co., Chartered Accountants, the Auditors of the Company have informed the Company that they do not wish to seek reappointment as statutory Auditors of the Company for the financial year 2010-2011 at the ensuing Annual General Meeting of the Company. The Company has received a special notice from a member of the Company proposing the Appointment of M/s. Agarwal & Mangal, Chartered Accountants, Mumbai as Auditors of the Company, M/s. Agarwal & Mangal, have confirmed that their appointment if made will be in accordance with the limits specified in Section 224(1 B) of the Companies Act, 1956.

The Board recommends the appointment of M/s. Agarwal & Mangal, as Auditors of the Company.

ACKNOWLEDGEMENT:

The Board wishes to thank the employees and shareholders for their continued support and for the faith they have reposed in FGP.



For and on behalf of the Board of Directors

H.N. Singh Rajpoot Vimal Kejriwal

Director Director

Mumbai

Date: 28th July, 2010

 
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