Your Directors are pleased to present their Sixty-First Boards
Report together with Audited Financial Statements for the financial year ended March 31,
2023.
- FINANCIAL HIGHLIGHTS
The summary of financial performance of the Company for the year
under review is as given below:
(Rs. in lakhs)
| Particulars |
FY March 31, 2023 |
FY March 31, 2022 |
| Total Revenue |
25.83 |
54.76 |
| Profit/(Loss) before Depreciation & Tax |
(61.19) |
(17.34) |
| (-) Depreciation |
(0.59) |
(0.67) |
| Profit/(Loss) before exceptional items and tax |
(61.78) |
(18.01) |
Exceptional items –
Income from Excise Duty Refund and interest on it. |
- |
127.79 |
| Profit/(Loss) before tax |
(61.78) |
109.78 |
| (-) Tax |
18.26 |
15.20 |
| Profit/(Loss) after Tax |
(80.04) |
94.58 |
| (+) Other Comprehensive Income/(Loss) |
0.24 |
(0.03) |
| Total Comprehensive Income/(Loss) |
(79.81) |
94.55 |
- FINANCIAL PERFORMANCE
Revenue:
The total income for FY 2022-23 at Rs. 25.83 lakhs was lower as
compared to Rs. 54.76 lakhs in previous year, which is attributed to lower other income on
account of no gain in fair value of investments and also decline in rental income.
Expenses:
The total expenses for FY 2022-23 at Rs. 87.61 lakhs were more as
compared to expenses of Rs. 72.77 lakhs in previous year mainly due to increase in
employee benefit expenses.
Profit After Tax:
The Companys profit after tax for FY 2022-23 stands at a loss of
Rs. 80.04 lakhs as compared to profit of Rs.
94.58 lakhs in previous year. The reason for the same is due to
decrease in other income and increase in employee benefit expenses.
- DIVIDEND
Considering the losses incurred during the year, your Directors
express their inability to recommend any dividend for the year under review.
- TRANSFER TO RESERVES
The Company has not transferred any sum to any Reserves during the
financial year ended March 31, 2023.
- MANAGEMENT DISCUSSION AND ANALYSIS
- Industry Structure and Developments
Indias growth continues to be resilient despite some signs of
moderation in growth, although significant challenges remain in the global environment,
India was one of the fastest growing economies in the world. The commercial real estate
market in India is expected to reach new heights in 2023 and beyond. This market is now
amongst the most favoured when it comes to seeing some really positive growth both in
rentals and commercial real estate. After 2 years of being affected by COVID, Tier 2 and
Tier 3 cities have arisen as fresh major real estate trends in 2022, and the real estate
market has set unprecedented benchmarks which continued its growth momentum from 2021 amid
the global slowdown.
- Opportunities and Threats
As India awaits policy reforms to pick up speed, your Company
firmly believes that the demand for Real Estate in a country like India should remain
strong in the medium to long term. The Companys Business Centre though is
strategically located in South Mumbai, there is a limitation for expansion of the office
space by the corporates in that area and large number of corporates now prefer to shift
their base to suburbs or other CBDs 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 South 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.
- Outlook
Looking at the above-mentioned facts, the future prospects for the
business centre activity remains to be steady but not very promising.
- 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.
- 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.
- Financial Performance with respect to Operational Performance
The Company has by and large been able to maintain its operations.
- Human Resources
Employee relations continued to remain cordial during the year
under review. As on March 31, 2023, there were three (3) employees including Key
Managerial Personnel of the Company.
- 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 2022-23: (19.83)% Return on Net Worth for FY 2021-22:
28.05%
% Change in Return on Net Worth: (170.69)%
Return on Net Worth is negative as compared to immediately preceding
financial year due to decrease in profit.
As compared to previous year, change in Return on Equity Ratio
(206.30%) was mainly due to decrease in income, change in Net Capital turnover ratio of
41.36 % was on account of decrease in revenue and change in Net Profit Ratio (279.41%) was
on account of decrease in fair market value of investments and exceptional income earned
in previous year.
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.
- 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.
- 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, 2023 to which the financial statements relate and the date of this
report.
- 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.
- 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 of Directors 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.
- RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related Party Transactions
for the identification and monitoring of such transactions. The said Policy on Related
Party Transactions as approved by the Board is uploaded on the Companys website
under link. https://www. fgpltd.in/RelatedPartyTransactionsPolicy.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 inter- se or with the
Key Managerial Personnel (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.
- 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/MGT-7.pdf
- 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.
- 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, 2023, the Company has no deposits outstanding.
- DIRECTOR AND KEY MANAGERIAL PERSONNEL
- Directors
In accordance with the provisions of Section 152(6) of the Act and
Articles of Association of the Company, Mr. Rohin Bomanji (DIN: 06971089), retires by
rotation at the ensuing Sixty-First Annual General Meeting and being eligible has offered
himself for re-appointment.
Accordingly, a proposal for re-appointment of Mr. Rohin Bomanji (DIN:
06971089) Non-Executive, Non- Independent Director, who is liable to retire by rotation,
is being placed for approval of members at the ensuing AGM alongwith the necessary details
in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 (SS-2)
on General Meetings.
- Key Managerial Personnel
Pursuant to Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company as on March 31, 2023 were:
- Ms. Sapana Dubey, Chief Financial Officer
- Mr. Suman Kumar Mishra, Manager
- During the year under review, Mr. Raj Shah, who was appointed as the Company Secretary
of the Company w.e.f. May 26, 2022, ceased to be Company Secretary of the Company w.e.f.
February 24, 2023, upon his resignation. Ms. Vandana Joshi, has been appointed as the
Company Secretary of the Company w.e.f May 11, 2023.
- During the year under review, Ms. Rekha Dhanani, resigned as Chief Financial Officer of
the Company w.e.f. August 18, 2022. Based on recommendations of Nomination and
Remuneration Committee, the Board of Directors at its meeting held on August 10, 2022,
approved the appointment of Ms. Sapana Dubey as the Chief Financial Officer of the Company
with effect from August 19, 2022.
- 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, all the
Independent Directors of the Company are exempted from undertaking the online proficiency
self- assessment test. 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.
- 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 familiarizes
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. The
note on this familiarisation programme is also published on the Companys website at:
https://www.fgpltd.in/Detailsoffamiliarization programmesimpartedtoindependentdirectors.
pdf
- MEETINGS OF THE BOARD OF DIRECTORS
The Board of directors met four times during the year ended March
31, 2023. The details of the same are mentioned in the Corporate Governance Report, which
forms part of this Report.
- 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
alongwith 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.
There have been no instances where the Board of Directors has not
accepted any recommendations of any of its committee including the Audit Committee.
- 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.
- NOMINATION AND REMUNERATION POLICY During the year under review, the Board of
Directors had, based on the recommendation of the Nomination and Remuneration Committee
adopted revised Nomination and Remuneration Policy in terms of the provisions of Section
178(3) of the Act and SEBI Listing Regulations, dealing with appointment and remuneration
of Directors, Key Managerial Personnel and Senior Management Personnel etc.
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
- DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Act,
your Directors to the best of their knowledge and belief confirm that:
- in the preparation of the annual accounts, the applicable accounting standards have been
followed alongwith proper explanation relating to material departures, if any;
- 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, 2023 and of
the Statement of Profit and Loss of the Company for the financial year ended on that date;
- 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;
- the annual accounts have been prepared on a going concern basis;
- the proper internal financial controls were in place and that such internal financial
controls were adequate and were operating effectively;
- the systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
- 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.
- 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. Any member desirous of receiving the same may write to the Company
Secretary at the Registered Office of the Company.
- 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
- 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.
- 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 to be held in the year
2024.
M/s MVK Associates, Chartered Accountants have confirmed that they are
eligible to act as the Statutory Auditors of the Company for FY 2023-24.
- 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 2022-23.
Based on the recommendations of the Audit Committee, the Board of
Directors at their meeting held on May 11, 2023, re-appointed M/s. Vivek M. Tamhane &
Co, Chartered Accountants as the Internal Auditors of the Company for FY 2023-24.
- 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, 2023. 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.
- EXPLANATION AND COMMENTS ON AUDITORS REPORT AND SECRETARIAL AUDIT REPORT
There are no qualifications, 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.
Further, 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.
- 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.
- 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 in future. During the year under review, there were no proceeding made nor were
any pending under the Insolvency and Bankruptcy Code, 2016. Further, the Company had
neither borrowed any amount nor were there any pending loans, from any bank, so the
question of one time settlement or valuation in this regard, does not arise.
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.
- 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.
- SHARE CAPITAL
During the year under review, there was no change in the Share
capital of the Company.
- BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company was not in the Top 1,000 companies as per Market
Capitalisation as on March 31, 2023, at
the Stock Exchange where it is listed i.e, BSE Limited. Accordingly,
the Company is not required to submit a Business Responsibility and Sustainability Report
(which replaces the earlier requirement of a Business Responsibility report) in view of
Regulation 34 read with Regulation 3(2) of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.
- COST RECORDS
The Company is not required to maintain cost records as required
pursuant to section 148(1) of the Act.
- DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) RULES, 2014
As per section 6 of the Act, those organizations which have less
than ten employees can refer the complaints to Local Complaints Committee instead of
constituting Internal Complaints Committee. Since the Company having less than ten
employees, Internal Complaints Committee is not constituted by the Company.
However, the Company has not received any complaint of sexual
harassment during the financial year 2022-23.
- 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.
- 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.
Place: Mumbai H. N. Singh Rajpoot Date: May 11, 2023 Chairman
+91-9892691696
