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Directors Report Year End : Mar '14    « Mar 13
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
Source : Dion Global Solutions Limited
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