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FGP

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Directors Report Year End : Mar '15    « Mar 14
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
Source : Dion Global Solutions Limited
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