| 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 |