Directors Report of FGP Ltd.

Mar 31, 2025

Your Directors are pleased to present their Sixty-Third
Board''s Report together with Audited Financial Statements
for the financial year ended March 31,2025.

1. FINANCIAL HIGHLIGHTS

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

Particulars	For FY ended March 31, 2025	For FY ended March 31, 2024
Total Income	50.70	92.09
Profit/ (Loss) before Depreciation & Tax	0.91	21.53
(-) Depreciation	0.77	0.63
Profit/(Loss) before tax	0.14	20.90
(-) Tax	3.42	(5.10)
Profit/(Loss) after Tax	(3.28)	26.00
( ) Other Comprehensive Income/ (Loss)	0.06	(0.11)
Total Comprehensive Income/ (Loss)	(3.22)	25.89

2. FINANCIAL PERFORMANCE:

Revenue:

The total income for FY 2024-25 at '' 50.70 lakhs was
lower than income of '' 92.09 lakhs for the previous
year. The reason for lower income was lower other
income on account of changes in fair value of
investments.

Expenses:

The total expenses for FY 2024-25 at '' 50.56 lakhs
were less than expenses of '' 71.19 lakhs for the
previous year. The reason for lower expenses were
mainly decrease in employee benefit and legal and
professional fees.

Profit After Tax:

The Company''s loss after tax for FY 2024-25 stood at
'' 3.28 lakhs as compared to a profit of '' 26.00 lakhs in
the previous year. The reason for the same is primarily
due to decrease in net gain on changes in fair value of
investments.

3. DIVIDEND:

Considering the losses incurred during the year, 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 the
reserves during the financial year ended March 31,
2025.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Developments:

India''s 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. Indian market
is now amongst the most favored when it
comes to seeing growth, both in rentals and
commercial real estate. After 4 years of being
affected by COVID, Tier 2 and Tier 3 cities
have arisen as fresh major real estate trends
in 2024, and the real estate market has set
unprecedented benchmarks which continued its
growth momentum from 2021 amid the global
slowdown and now command better pricing
power, both in rentals and commercial real
estate.

b. 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 Company''s 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 CBD''s where there is greater
scope to have a larger area at cheaper rentals.
This trend has adversely impacted the Company''s
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

Company''s 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
remains to be steady but not very promising.

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 of Directors 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 Company''s 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,
2025, there were two (2) employees who were
the 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:

1. Return on Net Worth for FY 2024-25: (0.98 %)
Return on Net Worth for FY 2023-24: 7.70 %
% Change in Return on Net Worth: (112.73%)

Return on Net worth has declined primarily
due to a net loss of '' 3.28 lakhs reported in
FY 2024-25, as against a profit of '' 26 lakhs
in the previous year.

2. Net Profit Ratio for FY 2024-25 : (6.46%)

Net Profit Ratio for FY 2023-24 : 28.23%

% Change in Return on Net Profit Ratio:
(122.89%)

The decrease in the Net Profit Ratio is
attributable to a decline in net profit during
the current year as compared to the previous
year.

3. Return on Capital employed for FY 2024-25 :
0.04%

Return on Capital employed for FY 2023-24 :
6.19%

% Change in Return on Capital Employed :
(99.30%)

The decrease in Return on Capital Employed
is primarily due to a reduction in profit as
compared to the previous year.

4. Return on investment for FY 2024-25: 64.36 %
Return on investment for FY 2023-24:(15.27%)
% Change in Return on investments : 521.46%

Return on investment is not comparable
due to redemption & investment of mutual
fund in current year.

Except for 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 the
immediately preceding financial year.

i. Cautionary statement:

Statements in the Management Discussion and
Analysis describing the Company''s 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, 2025 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 Company.

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 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.

9. 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 Company''s website under 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.

Pursuant to proviso (e) of Regulation 23(2) of the
Securities and Exchange Board of India (Listing
Regulations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), as amended
from time to time, remuneration and sitting fees
paid by the Company to its director, key managerial
personnel or senior management, except who is part

of promoter or promoter group, shall not require
approval of the audit committee provided that the
same is not material as per Regulation 23(1) of the
Listing Regulations. This provision had come into effect
from December 13, 2024. Further as per Regulation
23(8) of the Listing Regulations, all existing material
related party contracts or arrangements entered into
prior to the date of notification of these regulations
and which may continue beyond such date shall be
placed for approval of the shareholders in the first
General Meeting subsequent to notification of these
regulations.

In view of the same, remuneration paid/to be
paid to the Manager, Chief Financial Officer and
Company Secretary, exceeding the threshold limits is
considered as material related party transaction. The
Board of Directors recommend the same for approval
of the members. Necessary resolutions for their
appointment along with requisite details form part of
the Notice of the ensuing AGM of the Company.

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.

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 Company''s website under the link:
https://fgpltd.in/MGT-7/Form MGT 7.pdf

11. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has neither 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, 2025, the Company has
no outstanding deposits.

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. Paras Mal Rakhecha (DIN:
03287230), retires by rotation at the ensuing
Sixty-Third Annual General Meeting and being
eligible has offered himself for re-appointment.

Mr. Hemendra Chimanlal Dalal and Mr. Prem
Kapil have ceased to be Independent Directors
of the Company with effect from September 29,
2024 as their consecutive two terms of five years
each expired on that date.

In compliance with Section 102(1) of the Act,
Regulation 36(3) of the Listing Regulations
and Secretarial Standard-2 (SS-2) on General
Meetings, necessary details have been annexed
to the Notice of the AGM.

b. Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act,
2013, the Key Managerial Personnel of the
Company as on date are as under:

i. Ms. Sapana Dubey, Chief Financial Officer

ii. Mr. Dilip Mahadik, Manager (appointed
w.e.f. July 01,2024)

iii. Mr. Avi Mundecha was appointed as the
Company Secretary and Compliance Officer
of the Company w.e.f. May 09, 2025.

During the year under review, Ms. Minal
Kothari was appointed as the Company
Secretary and Compliance Officer of the
Company effective from May 03, 2024. She
has resigned w.e.f. February 12, 2025.

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 under review.

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.

d. Familiarisation programmes 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 programmes
is also published on the Company''s website at
https://www.fgpltd.in/Detailsoffamiliarizationpr
ogrammesimpartedtoindependentdirectors.pdf

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the
year ended March 31, 2025. The details of the same
are mentioned in the Corporate Governance Report,
which forms part of this Report.

15. BOARD COMMITTEES

The 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.

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 Directors 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 Company''s "Nomination
and Remuneration Policy", approved by the Board
Directors of 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

Pursuant to the Act and SEBI Listing Regulations,
the Company has constituted a Nomination and
Remuneration Committee consisting of composition
as defined therein. The terms of reference of
the Committee, inter alia, include dealing with
appointment and remuneration of Directors, Key
Managerial Personnel and Senior Management
Personnel. The Policy inter-alia covers the criteria for
determining qualifications, positive attributes and
independence of a director, etc.

The detailed Policy is given as Annexure Ato this Report
and is also published on the Company''s website at:
https://fgpltd.in/Nomination&RemunerationPolicy.
jodf

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 alongwith 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, 2025 and the Statement of
Profit and Loss of the Company for the financial
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 Committee''s 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
Company''s Code of Governance and Ethics. The Whistle
Blower Policy is 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 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.

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 re-appointed as Statutory Auditors
of the Company, at the Sixty-Second Annual General
meeting (AGM) of the Company held on September
10, 2024, for a period of five years from the conclusion
of the Sixty-Second AGM until the conclusion of the
Sixty-Seventh AGM to be held in the year 2029.

M/s. MVK Associates, Chartered Accountants have
confirmed that they continue to be eligible to act as
the Statutory Auditors of the Company in compliance
with Section 139 and 141 of the Act read with rules
made there under, the Listing Regulations and RBI
Act, 1934, read with other relevant Regulations /
Notifications / Circulars issued thereunder, to the
extent applicable, for the FY 2025-26.

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 an Internal Audit
of the Company for Financial Year 2024-25.

Based on the recommendations of the Audit
Committee, the Board of Directors have at their
meeting held on May 09, 2025, re-appointed M/s.
Vivek M. Tamhane & Co, Chartered Accountants as
the Internal Auditors of the Company for FY 2025-26.

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, 2025. 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.

In accordance with the amended provisions of
Regulation 24A of the Listing Regulations, the Board
of Directors upon recommendation of the Audit
Committee have appointed M/s. Parikh Parekh &
Associates, practicing Company Secretary who have
confirmed their eligibility, as the Secretarial Auditors
of the Company for a term of five consecutive years
commencing from financial year 2025-2026 until
2029-2030 subject to approval of the members at
the ensuing AGM. Necessary resolution(s) for their
appointment alongwith their profile/ other requisite
details are included in the Notice of the ensuing AGM
of the Company.

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

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

Further, 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 company''s operations
in future.

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. DETAILS OF PROCEEDING MADE OR PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review, there were no
proceedings made nor were any pending under the
Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

Further, the Company had neither borrowed any
amount nor were there any pending loans from any
bank. Therefore, the question of one-time settlement
or valuation in this regard, does not arise.

31. 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.

32. SHARE CAPITAL

During the year under review, there was no change in
the Share capital of the Company.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Company was not in the Top 1000 companies as
per Market Capitalization as on December 31,2024, 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.

34. COST RECORDS

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

35. 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 the Local Complaints Committee instead of
constituting Internal Complaints Committee. Since
the Company has less than ten employees, the Internal
Complaints Committee has not been constituted by
the Company.

Further, the Company has not received any complaint
of sexual harassment during the financial year 2024¬
25.

36. SECRETARIAL STANDARDS:

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

37. 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

Hari Narain Singh Rajpoot
Place: Mumbai Chairman

Date: May 09, 2025 DIN: 00080836

---

Mar 31, 2024

Your Directors are pleased to present their Sixty-Second
Board''s Report together with Audited Financial Statements
for the financial year ended March 31,2024.

1. 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 31,2024	FY March 31,2023
Total Revenue	92.09	25.83
Profit/(Loss) before Depreciation & Tax	21.53	(61.19)
(-) Depreciation	(0.63)	(0.59)
Profit/(Loss) before tax	20.90	(61.78)
(-) Tax	(5.10)	18.26
Profit/(Loss) after Tax	26.00	(80.04)
( ) Other Comprehensive Income/(Loss)	(0.11)	0.24
Total Comprehensive Income/(Loss)	25.89	(79.81)

2. FINANCIAL PERFORMANCE:

Revenue:

The total income for FY 2023-24 at Rs. 92.09 lakhs was
higher as compared to Rs. 25.83 lakhs in the previous
year, which is attributed to higher other income on
account of gain in fair value of investments.

Expenses:

The total expenses for FY 2023-24 at Rs. 71.19 lakhs
were less as compared to expenses of Rs. 87.61
lakhs in the previous year mainly due to decrease in
employee benefit and other expenses.

Profit After Tax:

The Company''s profit after tax for FY 2023-24 stands
at Rs. 26.00 lakhs as compared to a loss of Rs. 80.04
lakhs in previous year. The reason for the same is
due to the increase in other income and decrease in
employee benefit and other expenses.

3. DIVIDEND:

With a view to conserve resources in the volatile
environment and to maintain sufficient funds for
investment and working capital requirements, your

Directors consider it prudent not 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,
2024.

5. MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry Structure and Developments:

India''s 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. This market is
now amongst the most favored when it comes
to seeing some really positive growth both
in rentals and commercial real estate. After 3
years of being affected by COVID, Tier 2 and Tier
3 cities have arisen as fresh major real estate
trends in 2023, and the real estate market has set
unprecedented benchmarks which continued its
growth momentum from 2021 amid the global
slowdown.

b. 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 Company''s 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 CBD''s where there is greater
scope to have a larger area at cheaper rentals.
This trend has adversely impacted the Company''s
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
Company''s 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
remains to be steady but not very promising.

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 of Directors 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 Company''s 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,
2024, there were two (2) employees who were
the 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 2023-24: 6.19 %
Return on Net Worth for FY 2022-23: (19.83) %

% Change in Return on Net Worth: 131.23%

Return on Net Worth is positive as compared
to immediately preceding financial year due to
profit.

As compared to previous year, change in Return
on Equity Ratio 129.99% was mainly due to
increase in income, % change in return on
investment is (354.57%) due to redemption of
mutual fund in current year and change in Net
Profit Ratio 109.11% was on account of increase
Net profit in current year.

Except for 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 the immediately preceding
financial year.

i. Cautionary statement:

Statements in the Management Discussion and
Analysis describing the Company''s 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, 2024 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 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.

9. 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 Company''s
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.

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 Company''s website under the link:
https://fgpltd.in/MGT-7/2023-24.pdf

11. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The Company has neither 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, 2024, the Company has
no outstanding deposits.

13. DIRECTORS 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. Hari Narain Singh Rajpoot (DIN:

00080836), retires by rotation at the ensuing
Sixty-Second Annual General Meeting and being
eligible has offered himself for re-appointment.

Based on the recommendations of Nomination
and Remuneration Committee, considering
their skills, expertise and experience and the
declaration submitted by them and pursuant
to applicable provisions, of the Companies Act,
2013 ("the Act") and the Rules made thereunder
and relevant provisions of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (''the Listing Regulations'')
as amended from time to time and the Articles
of Association of the Company, the Board of
Directors had:

(i) At their meeting held on May 03, 2024,
appointed Mr. Paras Mal Rakhecha (DIN:
03287230) as an Additional Director (Non¬
Executive, Non-Independent) on the Board
of Directors of the Company with effect from
August 01, 2024, subject to the approval of
members.

(ii) At their meeting held on May 03, 2024,
appointed Mr. Rohin Feroze Bomanji
(DIN: 06971089), Non-Executive, Non¬
Independent as an Independent Director
(Non-Executive) of the Company for a term
of 5 (five) consecutive years w.e.f. August
01, 2024, subject to the approval of the
members by means of special resolution.

(iii) At their meeting held on July 26, 2024,
considered and recommended Appointment
of Mr. Sunil Kamlakar Tamhane (DIN:
03179129) as an Independent Director of the
Company for a term of 5 (five) consecutive
years with effect from September 16, 2024.

Mr. Bomanji and Mr. Tamhane, qualify to be
Independent Directors pursuant to Section
149 (6) and other applicable provisions of the
Act, Rules made thereunder and the Listing
Regulations.

Accordingly, necessary resolutions are being
proposed by the Board of Directors for members
approval at the ensuing AGM.

In compliance with Section 102(1) of the Act,
Regulation 36(3) of the Listing Regulations
and Secretarial Standard-2 (SS-2) on General
Meetings, necessary details have been annexed
to the Notice of the AGM.

b. Key Managerial Personnel:

The details of the Key Managerial Personal are as
under:

i. Ms. Sapana Dubey, Chief Financial Officer

ii. During the year under review, Ms. Vandana
Joshi resigned as the Company Secretary and
Compliance Officer of the Company w.e.f.
February 02, 2024. Upon her resignation.
Ms. Minal Kothari had been appointed as the
Company Secretary and Compliance Officer
of the Company effective from May 03, 2024.

iii. Further, Mr. Suman Kumar Mishra had
resigned as a Manager of the Company
w.e.f. June 30, 2024. Mr. Dilip Mahadik was
appointed as the Manager of the Company
for a period of 3 (three) years with effective
from July 01, 2024, subject to approval
of Members of the Company at the Sixty-
Second Annual General Meeting.

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
and 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.

The Independent Directors of the Company
had no pecuniary relationship or transactions
with the Company other than sitting fees and
reimbursement of expenses, if any, incurred by
them for attending meeting of the Company.

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 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 Company''s website at https://www.fgpltd.in/
Detailsoffamiliariza tionprogrammesimpartedto
independentdirectors.pdf

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met four times during the
year ended March 31, 2024. 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 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.

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 Company''s
"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

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
Company''s 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 alongwith 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, 2024 and the Statement of
Profit and Loss of the Company for the financial
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 Committee''s 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
Company''s Code of Governance and Ethics. The
Whistle Blower Policy is 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 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.

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:

1. Efforts, in brief, made towards technology
absorption during the year under review: NIL

2. Benefits derived as a result of the above efforts,

e.g., product improvement, cost reduction,
product development, import substitution, etc.:
Not Applicable

3. In case of imported technology (imported during
the last 3 years reckoned from the beginning of
the financial year), following information may be
furnished: Not Applicable

4. Expenditure incurred on Research and
Development: NIL

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 Annual General
meeting (''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.

Accordingly, the term of M/s. MVK Associates,
Chartered Accountants as the Statutory Auditors of
the Company ends at the Sixty Second AGM.

As per Section 139(2) of the Companies Act, 2013,
M/s MVK Associates, Chartered Accountants are
eligible for appointment as Statutory Auditors of the
Company for a second term of 5 years.

M/s. MVK Associates, Chartered Accountants
have confirmed that they are eligible to act as the
Statutory Auditors of the Company in compliance
with Section 139 and 141 of the Act read with rules
made there under and Listing Regulations read with
relevant Regulations / Notifications / Circulars issued
thereunder, to the extent applicable.

Based on the recommendation of the Audit
Committee, the Board of Directors recommends
the appointment of M/s. MVK Associates, Chartered
Accountants (FRN: 120222W) as the Statutory Auditors
of the Company for a period of five (5) years from the
conclusion of the ensuing Sixty Second AGM till the

conclusion of the Sixty-Seventh AGM to be held in
the year 2029 to the Members for their approval at a
remuneration and terms as per resolution set out in
the Notice convening the Sixty-Second AGM of the
Company.

Necessary resolution(s) and explanation(s) thereto
as required under the Act read with Rules made
thereunder and Listing Regulations have been
provided in the Sixty-Second AGM notice seeking
approval of members on the aforesaid appointment.

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 Financial Year 2023-24.

Based on the recommendations of the Audit
Committee, the Board of Directors have, at their
meeting held on May 03, 2024, re-appointed M/s.
Vivek M. Tamhane & Co, Chartered Accountants as
the Internal Auditors of the Company for FY 2024-25.

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, 2024. 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 qualifications, reservations or adverse
remarks made either by the Statutory Auditor in
the 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.

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 company''s operations
in future.

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. DETAILS OF PROCEEDING MADE OR PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the year under review, there were no
proceedings made nor were any pending under the
Insolvency and Bankruptcy Code, 2016.

30. DETAILS OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

Further, the Company had neither borrowed any
amount nor were there any pending loans from any
bank. Therefore, the question of one-time settlement
or valuation in this regard, does not arise.

31. 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.

32. SHARE CAPITAL

During the year under review, there was no change in
the Share capital of the Company.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Company was not in the Top 1,000 companies
as per Market Capitalisation as on March 31, 2024, 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.

34. COST RECORDS

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

35. 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 the Local Complaints Committee instead of
constituting Internal Complaints Committee. Since
the Company has less than ten employees, the Internal
Complaints Committee has not been constituted by
the Company.

Further, the Company has not received any complaint
of sexual harassment during the financial year 2023¬
24.

36. SECRETARIAL STANDARDS

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

37. 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

Hari Narain Singh Rajpoot
Place: Mumbai Chairman

Date: July 26, 2024 DIN: 00080836

---

Mar 31, 2015

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

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Fifty Second Annual Report together with the audited Financial Statements for the year ended 31st March, 2014:

FINANCIAL RESULTS:

(Rs. in lakhs)

F.Y. 2013 -14 F.Y 2012-13

Income 94.93 41.78

Add : Prior year''s income 15.95 Nil

Less : Expenses 721.66 76.75

Loss (610.78) (34.97)

Add : Loss brought forward (1,823.70) (1,788.73) from previous year

Loss carried to Balance sheet (2,434.48) (1,823.70)

DIVIDEND:

In view of the loss, the Directors regret their inability to recommend dividend.

OPERATIONS:

The Business Centre activity had a modest demand during FY 2013-14. Therefore, the Company earned an income of Rs.32.18 lakhs as against Rs. 13.76 lakhs for FY 2012-13.

Due to increased expenses on repairs & maintenance and the provisions of Rs. 624.27 lacs made for bad debts, the Company has incurred the loss of Rs.610.78 lakhs during FY 2013-14 against the loss of Rs. 34.97 lakhs in FY 2012-13.

National Insurance Company Ltd., the owner of the office premises has served notice for termination of the tenancy and currently the matter is subjudice.

Looking to the above facts, the future prospects for the business centre activity are not promising.

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 2014-15.

DIRECTORS:

The Company has appointed Mr. H. C. Dalal, Mrs. Shruti Joshi and Mr. Prem Kapil as additional directors w.e.f. 30th September, 2013, 23rd May, 2014 and 12th August, 2014 respectively. They shall hold office upto the date of ensuing Annual General Meeting (AGM) and are proposed to be appointed as Directors at the said AGM.

As per Section 149(4) of the Companies Act, 2013 (the ''Act''), which came in to effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

Accordingly, Mr. Vimal Kejriwal, Mr. H.C.Dalal, Mr. Prem Kapil and Mrs. Shruti Joshi are proposed to be appointed as Independent Directors at the ensuring AGM to hold office for a period of 5 years as mentioned in the Notice of the forthcoming AGM of the Company.

Mr. Kishore Shete Wholetime Director retires at the ensueing AGM and being eligible, offers himself for re-appointment.

Mr. H.N.Singh Rajpoot has informed that he should be treated as Non-Independent Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2014 and of the Loss made for the said financial year, i.e. 1st April, 2013 to 31st March, 2014.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict controal on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company who would retire at the ensuing Annual General Meeting have expressed their unwillingness to continue as the Statutory Auditors of the Company.

As recommended by the Audit Committee, the Board proposes to appoint M/s. V.S.Somani & Co. as the Statutory Auditors of the Company.

M/s. V.S.Somani & Co. have informed the Company that they are eligible to act as the Statutory Auditors, if appointed.

You are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the shareholders for their continued support and for the faith they have reposed in FGP.

For and on behalf of the Board of Directors

H.N.Singh Rajpoot Kishore Shete Director Wholetime Director

Mumbai Date: 12th August, 2014

---

Mar 31, 2013

The Directors have pleasure in presenting the Fifty First Annual Report together with the Statement of Accounts for the year ended 31st March, 2013:

FINANCIAL RESULTS:

(Rs. in lakhs)

2012- 13 2011-12

Loss after Tax (34.97) (3.97)

Add: Loss brought forward from (1,788.73) (1,784.76) previous year.

Loss carried to Balance sheet (1,823.70) (1,788.73)

DIVIDEND:

In the absence of distributable profts, the Directors regret their inability to recommend dividend.

OPERATIONS:

The Business Centre activity had a modest demand during FY 2012-13. Therefore, the Company earned an income of Rs.13.76 lakhs as against Rs.13.91 lakhs for FY 2011-12.

Efforts are, however, being made to continue to strive for better occupancy rate in the current year.

Due to increased expenses on legal / professional charges incurred for protection of the Company''s properties / old tax matters and also the increased expenses on repairs and maintenance of the business centre, the Company has incurred the loss of Rs. 34.97 lakhs during FY 2012-13 against the loss of Rs. 3.97 lakhs in FY 2011-12.

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 2013-14.

DIRECTORS:

Mr. Vimal Kejriwal retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Brief resume of Mr.Kejriwal, nature of his experience in specifc functional areas and names of the companies, in which he holds directorship and membership / chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with BSE Ltd, are given in the section on Corporate Governance in the Annual Report.

Your directors deeply mourn the sudden & sad demise of Mr. T.M. Elavia, Director of the Company on 18th August, 2013 and place on record their sincere appreciation for the invaluable guidance provided by him during his tenure as director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As specifcally required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the fnancial year ended 31st March, 2013 and of the Loss made for the said fnancial year, i.e. 1st April, 2012 to 31st March, 2013.

(iii) proper and suffcient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certifcate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors and to fx their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the shareholders for their continued support and for the faith they have reposed in FGP.



For and on behalf of the Board of Directors



H.N.Singh Rajpoot Kishore Shete

Director Wholetime Director

Mumbai

Date: 19th August, 2013

---

Mar 31, 2012

The Directors have pleasure in presenting the Fiftieth Annual Report together with the Statement of Accounts for the year ended 31st March, 2012:

FINANCIAL RESULTS:

(Rs. in lakhs)

2011-2012 2010-2011

Profit / (Loss) after Tax (3.97) (46.23)

Add : Balance brought (1,784.76) (1,738.53)

forward from previous year

Profit / (Loss) carried to (1,788.73) (1,784.76) Balance sheet

DIVIDEND:

In the absence of distributable profits, the Directors regret their inability to recommend dividend.

OPERATIONS:

During the year under review, the Company earned income of Rs. 13.91 Lakhs from business centre activity towards service charges. For various reasons, the business centre activity has not picked up in India, which has affected the operations of the Company. Efforts are, however, being made to continue to strive for better occupancy rate in the current year.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2012-2013.

DIRECTORS:

Mr. Vimal Kejriewal and Mr.H.N.Singh Rajpoot retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Mr. P. F. Simms has resigned as a director of the company with effect from 2nd August, 2012. Consequent to the resignation of Mr. P.F. Simms, Mr. Rabindranath Jhunjhunwala has also ceased to be an alternate director to Mr. P. F. Simms with effect from 2nd August, 2012. Your directors place on record their appreciation of the valuable service rendered by them during the tenure of their directorship with the Company.

Mr. Kishore Shete was appointed by the Board as an Additional Director of the Company with effect from 15th November, 2011. He would hold office of Director upto the date of the ensuing Annual General Meeting and is eligible for appointment.

Mr. Kishore Shete ceased to be the Manager of the Company with effect from 15th November, 2011 and has been appointed by the Board as the Wholetime Director of the Company for a period from 15th November, 2011 to 31st March, 2014. Members are requested to approve the said appointment and payment of remuneration to him.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the Companies in which they hold directorship and membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT :

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2012 and of the Loss made for the said financial year, i.e. 1st April, 2011 to 31st March, 2012.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

Members are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the employees and shareholders for their continued support and for the faith they have reposed in FGP.

For and on behalf of the Board of Directors

T.M.Elavia Director

H.N.Singh Rajpoot Director

Mumbai Date: 13th August, 2012

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Forty Ninth Annual Report together with the Statement of Accounts for the year ended 31st March, 2011:

FINANCIAL RESULTS:

(Rs. in lakhs)

2010-2011 2009-2010

Profit / (Loss) after Tax (46.23) (43.11)

Add : Balance brought (1,738.53) (1,695.42)

forward from previous year

Profit / (Loss) carried to (1,784.76) (1,738.53) Balance sheet

DIVIDEND:

In the absence of distributable profits, the Directors regret their inability to recommend dividend.

OPERATIONS:

During the year under review, the Company earned income of Rs.16.28 Lakhs from business centre activity towards service charges. For various reasons, the business centre activity has not picked up in India, which has affected the operations of the Company. But the Company would continue to strive for better occupancy rate in the current year.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2011-2012.

DIRECTORS:

Mr. Ajit Singh Chouhan and Mr.T.M.Elavia would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership / chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2011 and of the Loss made for the said financial year, i.e. 1st April, 2010 to 31st March, 2011.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors form part of this Annual Report

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure.

Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

AUDITORS:

M/s. Agarwal & Mangal, Chartered Accountants, the Auditors of the Company would retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Members are requested to appoint Auditors and to fix their remuneration.

ACKNOWLEDGEMENT:

The Board wishes to thank the employees and shareholders for their continued support and for the faith they have reposed in FGP.

For and on behalf of the Board of Directors H.N.Singh Rajpoot T.M.Elavia Director Director

Mumbai Date: 25th May, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Forty-Eighth Annual Report together with the Statement of Accounts for the year ended 31st March, 2010:

FINANCIAL RESULTS:

(Rs. in lakhs)

2009-2010 2008- 2009

Gross Profit/doss) (42.19) 468.92

Less: Depreciation 0.92 1.04

Profit/( Loss) before Tax (43.11) 467.88

Less: Fringe Benefit Tax - 0.39

Profit/(Loss) after Tax (43.11) 467.49

Add: Balance brought

forward from previous year (1,695.42) (2,162.91)

Prof it/( Loss) carried to

Balance Sheet (1,738.53) (1,695.42)



DIVIDEND:

In the absence of distributable profits, the Directors regret their inability to recommend dividend.

OPERATIONS:

During the year under review, the Company earned income of Rs. 18.66 Lakhs from business centre activity towards service charges. For various reasons, the business centre activity has not picked up in India, which has affected the operations of the Company. But the Company would continue to strive for better occupancy rate in the current year.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange Ltd. The Company has paid the Annual Listing Fees to the Stock Exchange, for the year 2010-2011.

DIRECTORS:

Mr. Vimal Kejriwal and Mr. P.F. Simms would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of Committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As specifically required under the Companies Act, 1956, your Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet for the financial year ended 31st March, 2010 and of the Loss made for the said financial year, i.e. 1st April, 2009 to 31st March, 2010.

(iii) proper and sufficient care for the maintenance of adequate accounting records have been taken in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors form part of this Annual Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

During the year, the Company had strict control on expenditure. Foreign Exchange Earnings : Rs. NIL Foreign Exchange Outgo : Rs. NIL

SUBSIDIARY COMPANY:

During the financial year the Company has sold off its stake in its only subsidiary company. As on 31st March, 2010, the Company does not have a subsidiary company.

AUDITORS:

M/s. J.R. Sumondy & Co., Chartered Accountants, the Auditors of the Company have informed the Company that they do not wish to seek reappointment as statutory Auditors of the Company for the financial year 2010-2011 at the ensuing Annual General Meeting of the Company. The Company has received a special notice from a member of the Company proposing the Appointment of M/s. Agarwal & Mangal, Chartered Accountants, Mumbai as Auditors of the Company, M/s. Agarwal & Mangal, have confirmed that their appointment if made will be in accordance with the limits specified in Section 224(1 B) of the Companies Act, 1956.

The Board recommends the appointment of M/s. Agarwal & Mangal, as Auditors of the Company.

ACKNOWLEDGEMENT:

The Board wishes to thank the employees and shareholders for their continued support and for the faith they have reposed in FGP.



For and on behalf of the Board of Directors

H.N. Singh Rajpoot Vimal Kejriwal

Director Director

Mumbai

Date: 28th July, 2010