fgp ltd Management discussions

To

The Members,

FGP LIMITED

Your Directors are pleased to present their Fifty-Ninth Boards Report together with Audited Financial Statements for the financial year ended March 31, 2021.

1. FINANCIAL HIGHLIGHTS:

The summary of financial performance of the Company for the year under review is as given below:

Amount in Rs.

Particulars	March 31, 2021	March 31, 2020
Revenue from operations	17,10,000	26,10,000
Other Income	72,87,293	912,176
Profit before Depreciation & Tax	87,071	(1,22,32,346)
(-) Depreciation	60,690	1,92,400
Profit/(Loss) before Tax	26,381	(1,24,24,746)
(-) Tax for Current Year	-	-
Profit/(Loss) after Tax	26,381	(1,24,24,746)
(+) Other Comprehensive Income/(Loss)	(13,605)	-
Total Comprehensive Income	12,776	(1,24,24,746)

2. FINANCIAL PERFORMANCE:

Revenue:

The total income for FY 2020-21 at Rs. 89,97,293/- has been higher as compared to Rs. 35,22,176/- for previous year due to net gain on change in fair value of investments.

Expenses:

The total expenses for FY 2020-21 at Rs. 89,70,912/- are less as compared to expenses of Rs. 1,59,46,922/- in previous year due to decrease in professional & legal charges and general expenses and also due to net gain in the year under review against net losses on change in fair value of investments in the previous year.

Profit After Tax:

The Company earned profit after tax for FY 2020-21 at Rs. 26,381/- as compared to loss of Rs. 1,24,24,746/- in previous year, due to net gain on change in fair value of investments.

3. DIVIDEND:

Due to inadequacy of profits and also considering the liquidity position including working capital requirements, your Directors express their inability to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES

The Company has not transferred any sum to any Reserves during the financial year ended March 31, 2021.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Developments:

The financial year 2020-21 continued to be a difficult year for the real estate sector, which continued to struggle with a liquidity.

Residential spaces and commercial real estate that were already struggling to overcome major policy reforms, structural changes and the liquidity crisis, faced another setback on account of COVID-19 pandemic. It is set to negatively impact real estate sector and is likely to impact demands.

On account of the prevalent pandemic situation and the global health crisis, the demand for office space might suffer significant contraction mainly and the demand for commercial space may be slow due to sluggish business environment, consequently putting rental income under pressure.

The income of the Company from its operations was Rs. 17,10,000/- as compared to Rs. 26,10,000/- in previous year.

b. Opportunities and Threats:

The Companys Business Centre though is strategically located in Fort area of Mumbai, there is a limitation for expansion of the office space by the corporate in its Business Centre, as large number of corporates now prefer to shift their base to suburbs where there is greater scope to have a larger area at cheaper rentals. This trend has adversely impacted the Companys business in the last several years. Nevertheless, some of them would prefer to maintain their establishments in the Fort Area, Mumbai, which may prove to be an opportunity to the Company.

Further, the Company is exposed to a number of risks such as regulatory, counterparty risk, but it has implemented risk management policies and guidelines that set out the tolerance for Companys general risk philosophy. It has established a framework and process to monitor the exposures to implement appropriate measures in a timely and effective manner.

c. Outlook:

Looking at the above-mentioned facts, the future prospects for the business centre activity are not very promising. However, the management is looking out for alternative sources of generating additional revenue for the Company by introducing new occupants in its existing Business Centre.

d. Risks and Concerns:

Risk management can be construed as the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Company has a well-defined risk management framework in place that functions through its Audit Committee. The Company periodically places before the Audit Committee and the Board, the key risks and the risk assessment and mitigation procedures followed by the Company.

e. Internal Control Systems and Adequacy

The Company has established a well-defined internal control system to monitor the occupancy rate and operating cost, which are very critical factors from Companys performance point of view. Any kind of adverse factors are immediately reported to Board for their analysis and necessary action.

f. Financial Performance with respect to Operational Performance:

The Company has by and large been able to maintain its operations.

g. Human Resources:

Employee relations continued to remain cordial during the year under review. As on March 31, 2021, there were Three (3) employees including Key Managerial Personnel of the Company.

h. Significant Changes in Key Financial Ratios (i.e. change of 25% or more as compared to immediately previous financial year) and Change in Return on Net Worth as compared to the immediately previous financial year, along with a detailed explanation thereof:

Return on Net Worth for FY 2020-21: 41.96 Return on Net Worth for FY 2019-20: (41.87%)

Return on Net Worth as compared to immediately preceding financial year increased due to net profit in current year as compared to net loss in previous year.

As compared to previous year, Change in Current Ratio was (44.48%) mainly on account of Increase in the value of Investment. Change in Operating Profit Margin was (74.35%) due to increase in the value of investment which have increased other income and reduction of income from operations. Due to Net Loss in last year Net Profit Margin was not comparable with respect to current year. Change in Debtors Turnover Ratio was (53.43%) mainly on account of reduction of revenue from operations as one of the properties was vacated by the tenant in September 2020. Since the Company does not have any interest expense in current year, Interest Coverage Ratio is not comparable.

Except these, there is no significant change (i.e. change of more than 25%) in any other key financial ratio during the current financial year as compared to immediately preceding financial year.

i. Cautionary statement:

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual might differ materially from those either expressed or implied.

6. 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, 2021 to which the financial statements relate and the date of this report.

7. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint venture/associate.

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

8. RISK MANAGEMENT

As stated above, 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 Audit Committee of the Board is designated to review and monitor the risks associated with the Company. Accordingly, it periodically reviews the risks and suggests steps to be taken to manage/ mitigate the same through a properly defined framework.

9. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on related party transactions. This Policy as approved by the Board of Directors is uploaded on the Companys website under the link:

https://fgpltd.in/RelatedPartvTransactionsPolicv.pdf

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 Section 134(3) and 188(1) of the Companies Act, 2013 ("the Act") read with Rule 8(1) of the Companies (Accounts) Rules, 2014. Suitable disclosure as required by the Indian Accounting Standard (Ind AS 24) has been made in the notes to the Financial Statements.

There is no relationship between the Directors interse or with the Key Managerial Personnels (KMP).

None of the Directors or KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMPs.

10. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website under the link: https://www.fgpltd.in/files/Docs/NewFiles/MGT-731.03.2021.pdf

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan nor provided any guarantee under Section 186 of the Act.

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

12. DEPOSITS

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Act and the rules framed thereunder. As on March 31, 2021, the Company has no deposits outstanding.

13. DIRECTOR AND KEY MANAGERIAL PERSONNEL

a. Directors:

In accordance with the provisions of Section 152(6) of the Act and Articles of Association of the Company, Mr. H.N. Singh Rajpoot (DIN: 00080836), retires by rotation at the ensuing Fifty Ninth Annual General Meeting and being eligible offers himself for re-appointment.

b. Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the

Company as on March 31, 2021 were:

i. Mr. Manish Tiwary, Company Secretary

ii. Ms. Rekha Dhanani, Chief Financial Officer

iii. Mr. Kamlesh Talekar, Manager

Mr. Kishore Shete ceased to be Whole time Director of the Company due to his sudden and sad demise on December 6, 2020.

During the year, Mr. Rajesh Desai ceased to be Chief Financial Officer of the Company on November 1, 2020, upon completion of his term of three years. Thereafter, Ms. Rekha Dhanani, Assistant Manager- Accounts was appointed as Chief Financial Officer of the Company w.e.f. February 9, 2021.

Based on recommendations of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 09, 2021, approved the appointment of Mr. Kamlesh Talekar as the Manager of the Company for a period of three years, subject to the approval of the members at the ensuing AGM.

Accordingly, it is proposed to approve appointment of Mr. Kamlesh Talekar as the Manager of the Company for a term of 3 years with effect from February 9, 2021 upto February 8, 2024.

Necessary resolutions along with the requisite explanatory statement for the appointment of Mr. Kamlesh Talekar as the Manager of the Company forms part of the Notice convening the ensuing AGM.

c. Independent Directors:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") that he/she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

In the opinion of the Board of Directors, the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The Independent Directors have confirmed that they have registered and renewed, if applicable, their names in the data bank maintained with the Indian Institute of Corporate Affairs (IICA).

In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, except Ms. Dhanshree Gandhi, all the Independent Directors of the Company are exempted from undertaking the online proficiency selfassessment test. Ms. Dhanshree Gandhi to whom the said test was applicable, has qualified the same in due time. The Directors are in compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.

d. Familiarisation Programme for Independent Directors

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Regulation 25(7) of the Listing Regulations, the Company familiarises its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc.

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board of directors met four times during the year ended March 31, 2021. The details of the same are mentioned in the Corporate Governance Report, which forms part of this Report.

15. BOARD COMMITTEES

The Board Committees comprise of mandatory committees as per the Act and Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. Details of composition of these committees along with number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE:

The detailed composition and terms of reference of the Audit Committee is set out in the Corporate Governance Report which forms part of this Report.

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

16. ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS

The Annual Evaluation as required under the Act and the Listing Regulations has been carried out by the Board of its own performance, the performance of each individual Director (including chairperson of Board) and its Committees. For this purpose, an Evaluation Questionnaire was prepared considering the criteria for evaluation in accordance with the

Companys "Nomination and Remuneration Policy", approved by the Board on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions under the Act and the rules made thereunder, the Listing Regulations read with the Circulars issued by SEBI in this regard, which inter-alia covered various aspects such as participation in meetings, contribution to strategic decision making, core governance and compliance, etc. The aforesaid Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

17. NOMINATION AND REMUNERATION POLICY

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee formulated "Nomination and Remuneration Policy". The Policy inter-alia covers the requirements specified under Section 178(3) of the Act comprising of criteria for determining qualifications, positive attributes and independence of a director, etc. The detailed Policy duly modified in terms of the Listing Regulations, is given as Annexure A and is also posted on the Companys website under the link https://fgpltd.in/Nomination&RemunerationPolicy.pdf

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2021 and of the Statement of profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

f. the systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

19. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Audit Committees terms of reference inter alia include vigil mechanism which has been formulated in terms of Section 177 (10) of the Companies Act, 2013 and in compliance with Chapter II read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Whistle Blower Policy/ Vigil Mechanism provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Governance and Ethics. The Whistle Blower Policy is uploaded on the Companys website www.fgpltd.in.

20. PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached with this report as Annexure B.

The particulars of employees in compliance with the provisions of Section 134 (3) (q) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the members on request.

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

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

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 & Outgo: NIL

22. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act are not applicable to the Company as the Company does not fall into the criteria specified in sub-section (1) of Section 135 of the Act.

23. STATUTORY AUDITORS

M/s. MVK Associates, Chartered Accountants (FRN: 120222W) were appointed as the Statutory Auditors of the Company, at the Fifty Seventh AGM of the Company held on September 25, 2019 for a period of five years from the conclusion of the Fifty Seventh AGM until the conclusion of the Sixty Second AGM.

M/s MVK Associates, Chartered Accountants have confirmed that they are eligible to act as the Statutory Auditors of the Company for FY 2020-21.

24. INTERNAL AUDITORS

As per section 138 of the Act, the Board of Directors had appointed M/s. Vivek M. Tamhane & Co., Chartered Accountants to carry out Internal Audit of the Company for FY 2020-21.

25. SECRETARIAL AUDITORS

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2021. The Secretarial Audit Report prepared in accordance with Section 204(1) of the Act in prescribed Form MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure C to this Report.

26. EXPLANATION AND COMMENTS ON AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

There are no qualification, reservations or adverse remark made either by the Statutory Auditor in Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in Secretarial Audit Report.

The Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee as per the provisions of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

27. CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations is annexed as Annexure D to this Report.

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

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations.

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

29. CHANGE IN THE NATURE OF BUSINESS

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

30. COST RECORDS

The Company is not required to maintain cost records as required pursuant to section 148(1) of the Act.

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

As per section 6 of the Act, those organisations which have less than ten employees can refer the complaints to Local Complaints Committee instead of constituting Internal Complaints Committee. Accordingly, the Company having less than ten employees, dissolved the Internal Complaints Committee.

However, the Company has not received any complaint of sexual harassment during the financial year 2020-21.

32. SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

33. APPRECIATION

The Board of Directors place on record its appreciation towards all its employees for their services rendered and the members 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
Place: Mumbai	Chairman
Date: May 24, 2021	DIN:00080836