MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Directors are pleased to present their Fifty-Ninth Board's Report together withAudited 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 asgiven below:
Amount in Rs.
|Particulars ||March 31 2021 ||March 31 2020 |
|Revenue from operations ||1710000 ||2610000 |
|Other Income ||7287293 ||912176 |
|Profit before Depreciation & Tax ||87071 ||(12232346) |
|(-) Depreciation ||60690 ||192400 |
|Profit/(Loss) before Tax ||26381 ||(12424746) |
|(-) Tax for Current Year ||- ||- |
|Profit/(Loss) after Tax ||26381 ||(12424746) |
|(+) Other Comprehensive Income/(Loss) ||(13605) ||- |
|Total Comprehensive Income ||12776 ||(12424746) |
2. FINANCIAL PERFORMANCE:
The total income for FY 2020-21 at Rs. 8997293/- has been higher as compared to Rs.3522176/- for previous year due to net gain on change in fair value of investments.
The total expenses for FY 2020-21 at Rs. 8970912/- are less as compared to expensesof Rs. 15946922/- in previous year due to decrease in professional & legal chargesand general expenses and also due to net gain in the year under review against net losseson 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. 26381/- as compared to lossof Rs. 12424746/- in previous year due to net gain on change in fair value ofinvestments.
Due to inadequacy of profits and also considering the liquidity position includingworking capital requirements your Directors express their inability to recommend anydividend for the year under review.
4. TRANSFER TO RESERVES
The Company has not transferred any sum to any Reserves during the financial year endedMarch 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 sectorwhich continued to struggle with a liquidity.
Residential spaces and commercial real estate that were already struggling to overcomemajor policy reforms structural changes and the liquidity crisis faced another setbackon account of COVID-19 pandemic. It is set to negatively impact real estate sector and islikely to impact demands.
On account of the prevalent pandemic situation and the global health crisis the demandfor office space might suffer significant contraction mainly and the demand for commercialspace may be slow due to sluggish business environment consequently putting rental incomeunder pressure.
The income of the Company from its operations was Rs. 1710000/- as compared to Rs.2610000/- in previous year.
b. Opportunities and Threats:
The Company's Business Centre though is strategically located in Fort area of Mumbaithere is a limitation for expansion of the office space by the corporate in its BusinessCentre as large number of corporates now prefer to shift their base to suburbs wherethere is greater scope to have a larger area at cheaper rentals. This trend has adverselyimpacted the Company's business in the last several years. Nevertheless some of themwould prefer to maintain their establishments in the Fort Area Mumbai which may prove tobe an opportunity to the Company.
Further the Company is exposed to a number of risks such as regulatory counterpartyrisk but it has implemented risk management policies and guidelines that set out thetolerance for Company's general risk philosophy. It has established a framework andprocess to monitor the exposures to implement appropriate measures in a timely andeffective manner.
Looking at the above-mentioned facts the future prospects for the business centreactivity are not very promising. However the management is looking out for alternativesources of generating additional revenue for the Company by introducing new occupants inits existing Business Centre.
d. Risks and Concerns:
Risk management can be construed as the identification assessment and prioritizationof risks followed by coordinated and economical application of resources to minimizemonitor and control the probability and/or impact of unfortunate events or to maximizethe realization of opportunities.
The Company has a well-defined risk management framework in place that functionsthrough its Audit Committee. The Company periodically places before the Audit Committeeand the Board the key risks and the risk assessment and mitigation procedures followed bythe Company.
e. Internal Control Systems and Adequacy
The Company has established a well-defined internal control system to monitor theoccupancy rate and operating cost which are very critical factors from Company'sperformance point of view. Any kind of adverse factors are immediately reported to Boardfor 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 onMarch 31 2021 there were Three (3) employees including Key Managerial Personnel of theCompany.
h. Significant Changes in Key Financial Ratios (i.e. change of 25% or more as comparedto immediately previous financial year) and Change in Return on Net Worth as compared tothe 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 dueto 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 ofIncrease in the value of Investment. Change in Operating Profit Margin was (74.35%) due toincrease in the value of investment which have increased other income and reduction ofincome from operations. Due to Net Loss in last year Net Profit Margin was not comparablewith respect to current year. Change in Debtor's Turnover Ratio was (53.43%) mainly onaccount of reduction of revenue from operations as one of the properties was vacated bythe tenant in September 2020. Since the Company does not have any interest expense incurrent year Interest Coverage Ratio is not comparable.
Except these there is no significant change (i.e. change of more than 25%) in anyother key financial ratio during the current financial year as compared to immediatelypreceding financial year.
i. Cautionary statement:
Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates and expectations may constitute forward lookingstatements within the meaning of applicable laws and regulations. Actual might differmaterially from those either expressed or implied.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year on March 31 2021 towhich 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 jointventures or associate companies during the year.
8. RISK MANAGEMENT
As stated above the Company has laid down a well- defined risk management mechanismcovering the risk mapping and trend analysis of both business and non-business risks riskexposure potential impact and risk mitigation process. The Audit Committee of the Boardis designated to review and monitor the risks associated with the Company. Accordingly itperiodically reviews the risks and suggests steps to be taken to manage/ mitigate the samethrough a properly defined framework.
9. RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on related party transactions. This Policy asapproved by the Board of Directors is uploaded on the Company's website under the link:
The Company has not entered into any transaction with related parties during the yearunder review which requires reporting in Form AOC-2 in terms of the Section 134(3) and188(1) of the Companies Act 2013 ("the Act") read with Rule 8(1) of theCompanies (Accounts) Rules 2014. Suitable disclosure as required by the Indian AccountingStandard (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 ManagerialPersonnels (KMP).
None of the Directors or KMP had any pecuniary relationships or transactions vis-a-visthe 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 Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's 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 theAct.
Details of investments made during the year are stated in the notes to FinancialStatements.
The Company has not accepted any deposits within the meaning of sub-section (31) ofSection 2 and Section 73 of the Act and the rules framed thereunder. As on March 31 2021the Company has no deposits outstanding.
13. DIRECTOR AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152(6) of the Act and Articles ofAssociation of the Company Mr. H.N. Singh Rajpoot (DIN: 00080836) retires by rotation atthe ensuing Fifty Ninth Annual General Meeting and being eligible offers himself forre-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 andsad demise on December 6 2020.
During the year Mr. Rajesh Desai ceased to be Chief Financial Officer of the Companyon November 1 2020 upon completion of his term of three years. Thereafter Ms. RekhaDhanani Assistant Manager- Accounts was appointed as Chief Financial Officer of theCompany w.e.f. February 9 2021.
Based on recommendations of Nomination and Remuneration Committee the Board ofDirectors 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 theapproval of the members at the ensuing AGM.
Accordingly it is proposed to approve appointment of Mr. Kamlesh Talekar as theManager of the Company for a term of 3 years with effect from February 9 2021 uptoFebruary 8 2024.
Necessary resolutions along with the requisite explanatory statement for theappointment of Mr. Kamlesh Talekar as the Manager of the Company forms part of the Noticeconvening the ensuing AGM.
c. Independent Directors:
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 and other applicable provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") that he/she meets the criteria of independence as laiddown under Section 149(6) of the Companies Act 2013 and Regulations 16(1)(b) and 25(8) ofthe Listing Regulations. There has been no change in the circumstances affecting theirstatus as an Independent Director during the year.
In the opinion of the Board of Directors the Independent Directors of the Companypossess requisite qualifications experience and expertise and they hold the higheststandards of integrity.
The Independent Directors have confirmed that they have registered and renewed ifapplicable their names in the data bank maintained with the Indian Institute of CorporateAffairs ('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 theIndependent Directors of the Company are exempted from undertaking the online proficiencyselfassessment test. Ms. Dhanshree Gandhi to whom the said test was applicable hasqualified the same in due time. The Directors are in compliance with the provisions ofRule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014 asamended and applicable.
d. Familiarisation Programme for Independent Directors
Pursuant to the Code of Conduct for Independent Directors specified under the Act andRegulation 25(7) of the Listing Regulations the Company familiarises its IndependentDirectors on their roles rights responsibilities in the Company nature of the industryin 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 detailsof the same are mentioned in the Corporate Governance Report which forms part of thisReport.
15. BOARD COMMITTEES
The Board Committees comprise of mandatory committees as per the Act and ListingRegulations viz. Audit Committee Nomination and Remuneration Committee and theStakeholders Relationship Committee. Details of composition of these committees along withnumber of meetings held during the year and other related details are set out in theCorporate Governance Report which forms part of this Report.
The detailed composition and terms of reference of the Audit Committee is set out inthe Corporate Governance Report which forms part of this Report.
There have been no situations where the Board of Directors has not accepted anyrecommendations 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 beencarried out by the Board of its own performance the performance of each individualDirector (including chairperson of Board) and its Committees. For this purpose anEvaluation Questionnaire was prepared considering the criteria for evaluation inaccordance with the
Company's "Nomination and Remuneration Policy" approved by the Board onrecommendation of the Nomination and Remuneration Committee taking into account theapplicable provisions under the Act and the rules made thereunder the Listing Regulationsread with the Circulars issued by SEBI in this regard which inter-alia covered variousaspects such as participation in meetings contribution to strategic decision making coregovernance and compliance etc. The aforesaid Evaluation Questionnaire was circulated toall the Directors and their responses were received in a sealed envelope addressed to theChairman of the Board of Directors and results thereof were then discussed in the nextmeeting of the Board of Directors.
17. NOMINATION AND REMUNERATION POLICY
The Board of Directors had on the recommendation of the Nomination and RemunerationCommittee formulated "Nomination and Remuneration Policy". The Policy inter-aliacovers the requirements specified under Section 178(3) of the Act comprising of criteriafor determining qualifications positive attributes and independence of a director etc.The detailed Policy duly modified in terms of the Listing Regulations is given as AnnexureA and is also posted on the Company's website under the linkhttps://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 knowledgeand belief confirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b. such accounting policies have been selected and applied consistently and suchjudgements and estimates have been made that are reasonable and prudent to give a true andfair view of the state of affairs of the Company in the Balance Sheet as at March 31 2021and 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 accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany 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 internalfinancial controls were adequate and were operating effectively;
f. the systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.
19. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Audit Committee's terms of reference inter alia include vigil mechanism which hasbeen formulated in terms of Section 177 (10) of the Companies Act 2013 and in compliancewith Chapter II read with Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Whistle Blower Policy/ Vigil Mechanism provides forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Governance and Ethics. The Whistle Blower Policyis uploaded on the Company's website www.fgpltd.in.
20. PARTICULARS OF EMPLOYEES
Particulars of employees pursuant to Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedwith 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 Remunerationof Managerial Personnel) Rules 2014 will be provided to the members on request.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
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 activityunder which its operations do not account for substantial energy consumption. However theCompany has taken all necessary steps to conserve energy. The management has ensured thatall these measures are complied with.
Technology Absorption: The provisions relating to technology absorption are notapplicable 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 theCompany does not fall into the criteria specified in sub-section (1) of Section 135 of theAct.
23. STATUTORY AUDITORS
M/s. MVK Associates Chartered Accountants (FRN: 120222W) were appointed as theStatutory Auditors of the Company at the Fifty Seventh AGM of the Company held onSeptember 25 2019 for a period of five years from the conclusion of the Fifty Seventh AGMuntil the conclusion of the Sixty Second AGM.
M/s MVK Associates Chartered Accountants have confirmed that they are eligible to actas 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 FY2020-21.
25. SECRETARIAL AUDITORS
M/s. Parikh Parekh & Associates Company Secretaries were appointed as theSecretarial Auditors for conducting the Secretarial Audit in accordance with Section 204of the Act for the year ended March 31 2021. The Secretarial Audit Report prepared inaccordance 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 StatutoryAuditor 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 CentralGovernment and Audit Committee as per the provisions of Section 143(12) of the Act readwith 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 theCompany stipulated pursuant to Regulation 34 of the Listing Regulations is annexed as AnnexureD to this Report.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's 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 registeredoffice. 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 section148(1) of the Act.
31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) RULES 2014
As per section 6 of the Act those organisations which have less than ten employees canrefer the complaints to Local Complaints Committee instead of constituting InternalComplaints Committee. Accordingly the Company having less than ten employees dissolvedthe Internal Complaints Committee.
However the Company has not received any complaint of sexual harassment during thefinancial year 2020-21.
32. SECRETARIAL STANDARDS:
The Institute of Company Secretaries of India has currently mandated compliance withthe Secretarial Standards on board meetings and general meetings. The Company complieswith the applicable Secretarial Standards issued by the Institute of Company Secretariesof India.
The Board of Directors place on record its appreciation towards all its employees fortheir services rendered and the members for their constant support and for the faithreposed 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 |