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Foundry Fuel Products Ltd.

BSE: 513579 Sector: Others
NSE: N.A. ISIN Code: INE617C01027
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NSE 05:30 | 01 Jan Foundry Fuel Products Ltd
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OPEN 4.55
CLOSE 4.55
VOLUME 1
52-Week high 4.78
52-Week low 1.10
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Foundry Fuel Products Ltd. (FOUNDRYFUEL) - Director Report

Company director report

Your Directors take pleasure in presenting the 57th Annual Report on the business andoperations of the Company together with the Audited Accounts for the year ended 31stMarch 2021.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars As on 31st March 2021 As on 31st March 2020
Other Income - -
Profit/(Loss) before interest depreciation and tax (15.57) (18.41)
Less: Interest 2.40 1.15
Less: Depreciation 9.16 3.65
Profit/(Loss) before prior period Items & Taxation (27.13) (23.21)
Add: Exceptional item - -
Add/(Less) Prior period expenses - -
Profit/(Loss) before Taxation (27.13) (23.21)
Taxation - -
Profit/(Loss) for the Year (27.13) (23.21)

PERFORMANCE & PROSPECTS:

The operation of your Company has been closed since the year 2010 due to workingcapital shortage. During the year under review the Loss of the company was stood at Rs.27.13 Lakhs against the loss of Rs. 23.21 Lakhs as compare to previous year. The Promotersof the Company are in the process of infusing funds for the operation & revival of theCompany.

DIVIDEND:

Considering your Company's present situation your Directors regret to recommend adividend for the year under review.

Pursuant to the provision of the Companies Act there is no unclaimed or unpaid dividendlying which requires to be transferred to the Investor Education & Protection Fund(IEPF) of the Central Govt.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment/Re-appointment of Director :

Pursuant to the provisions of Section 152(6) and other applicable provisions of theCompanies Act 2013 and Articles of Association of the Company Mr. Devendra KumarAgarwalla (DIN:00451072) retires by rotation from the Board at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 149 of the Act Mrs.Sudha Ramesh was appointed asan Independent Director to hold office for 5 (five) consecutive years for a term upto 31stMarch 2026. The Board recommends the appointment/re-appointment of above directors foryour approval.

Key Managerial Personnel:

In terms of Section 203 of the Act the Key Managerial Personnel (KMPs) of the Companyduring FY 2020-21 are: Mr. Adarsh Agarwalla (Whole-time Director); Mr. Vaibhav Bhawar(Chief Financial Officer); * Mr. Om Prakash Ojha (Company Secretary).

*Mr.Vaibhav Bhawar ceased to be the Chief Financial Officer (CFO) upon his resignationat the close of business hours on June 30 2021. The Board of Directors had placed onrecord its appreciation for the contributions made by Mr.Vaibhav Bhawar during his tenure.

The Board of Directors on the recommendation of Nomination and Remuneration Committeeappointed Mr. Avinash Landge as Chief Financial Officer (CFO) of the Company w.e.f. June30 2021.

None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013. The Directors have also made necessary disclosures to the extent asrequired under provisions of section 184(1) as applicable.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 on Corporate SocialResponsibility are not applicable to the Company.

SHARE CAPITAL:

The paid up equity capital as on March 31 2021 was Rs. 801.94 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

FINANCE:

The company continues to focus on judicious management of its working capitalReceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records.

The Company has in place an adequate and robust system for Internal Financial Controlscommensurate with the size and nature of its business. Internal Financial ControlsSystemsare integral to the Company's corporate governance policy and no reportable materialweaknesses were observed in operations.

EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for F.Y. 2020-2021 is given in ‘Annexure - A' inthe prescribed Form No. MGT-9 which is forms part of this report. The same is availableon the website of the Company at www.foundryfuel.co.in.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the financial year2020-2021 forms part of the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There is no material change in commitments affecting the financial position of theCompany occurred since the end of the financial year 2020-2021.

SUBSIDIARIES ASSOCIATES OR JOINT VENTURES:

Your Company has no Associate Company and does not have any subsidiaries or jointventures during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required by Section 134(3)(c) of the Companies Act 2013 your Directors state that :a. in the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures; b. the directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year 2020-2021 and of the profit andloss of the company for that period; c. the directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities; d. the directors had prepared the annual accounts on a goingconcern basis; e. they have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively; f.they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149 (6) ofthe Companies Act 2013 and Regulation 16(1)(b) of Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the SEBI (LODR) Regulations 2015).

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI LODRRegulations 2015 the Board of Directors of the Company based on the recommendation ofthe Nomination and Remuneration Committee has formulated a Remuneration Policy. At thepresent situation no remuneration or sitting fees are being paid or payable by theCompany to its Directors as the Company is running with heavy losses & cash crunch.

The criteria for identification of the Board Members including that for determiningqualification positive attributes independence etc. are summarily given here under: TheBoard Member shall possess appropriate skills qualification characteristics andexperience. The objective is to have a Board with diverse background and experience inbusiness government academics technology human resources social responsibilitiesfinance law etc. and in such other areas as may be considered relevant or desirable toconduct the Company's business in a holistic manner.

Independent director shall be person of integrity and possess expertise and experienceand/or someone who the Committee/Board believes could contribute to the growth/philosophy/strategy of the Company.

In evaluating the suitability of individual Board Members the Committee takes intoaccount many factors including general understanding of the Company's business dynamicsglobal business social perspective educational and professional background and personalachievements.

Director should possess high level of personal and professional ethics integrity andvalues.

He should be able to balance the legitimate interest and concerns of all the Company'sstakeholders in arriving at decisions rather than advancing the interests of a particularsection.

Director must be willing to devote sufficient time and energy in carrying out theirduties and responsibilities effectively. He must have the aptitude to critically evaluatemanagement's working as part of a team in an environment of collegiality and trust.

The Committee evaluates each individual with the objective of having a group that bestenables the success of the Company's business and achieves its objectives.

COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company is committed to uphold and maintain the dignity of women employees and ithas in place a policy which provides for protection against sexual harassment of women atwork place and for prevention and redressal of such complaints. During the financial yearno such complaints were received.

RELATED PARTY TRANSACTIONS:

The operations of the Company has been stopped since the year 2010 there are nomaterially significant related party transactions during the year under review hence theprovisions of Section 188 of the Companies Act 2013 are not attracted.

RISK MANAGEMENT:

Risk management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and / or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit Committee and approved by the Board from time totime.

BOARD EVALUATION & CRITERIA FOR EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI LODR Regulations 2015the Board has carried out an annual evaluation of its own performance the Directorsindividually as well as the evaluation of the working of various Committees. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business compliance with code of conduct vision andstrategy which is in compliance with applicable laws regulations and guidelines. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Wholetime Director and the Non-Independent Directors wascarried out by Independent Directors. Details of the same are given in the Report onCorporate Governance annexed hereto.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company's operations in future.

CHANGES IN THE NATURE OF BUSINESS OF THE COMPANY IF ANY:

There has been no change in the nature of business of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In compliance with provisions of Section 177(9) of the Companies Act 2013 and SEBILODR Regulations 2015 the Company has framed a Vigil Mechanism/Whistle Blower Policy todeal with unethical behaviour actual or suspected fraud or violation of the company'scode of conduct or ethics policy if any.

PARTICULARS OF EMPLOYEES:

There is no such employee in the Company the information of which is required to befurnished under provisions of the Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Havingregard to the provisions of Section 136 of the Companies Act 2013 the Annual Reportexcluding the aforesaid information is being sent to the members of the Company.

DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be given as there isno remuneration given to Whole time director or employees and remuneration to CompanySecretary (KMP) is only paid.

HUMAN RESOURCE DEVELOPMENT INDUSTRIAL RELATIONS:

There is a continuous effort for better Human Resource (HR) service delivery in orderto better servethe customers with simpler well executed processes with proper use oftechnology. HR service delivery has become all the more critical in the organization dueto rise in customer expectation.

AUDITORS & AUDITORS' REPORT: A. Statutory Auditors:

The Auditors M/s N. A. Shah Associates LLP Chartered Accountants (Firm RegistrationNo 116560W/W100149) hold office until the conclusion of the Annual General Meeting to beheld in the year 2022.

The notes on accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer.

B. Secretarial Auditor:

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 hadappointed M/s. D. Raut & Associates Practising Company Secretaries to conductSecretarial Audit of the Company for the Financial Year 2020-2021. The Secretarial AuditReport for the Financial Year ended 31st March 2021 is annexed herewith and marked as ‘Annexure- B'. The Report is self-explanatory and the Secretarial Auditors has given hisobservation in his report to the Board and the Board's reply as under:

Observation of Secretarial Auditor Reply by the Company
As informed by management of the Company the shares are now being delisted from Ahmadabad Stock Exchange Ltd. & The Magadh Stock Exchange Ltd. while that with Calcutta Stock Exchange is pending. As per our opinion as long as the shares are not delistedfrom Calcutta Stock Exchange the Company is required to comply with SEBI (LODR) andthe related laws for the respective Stock Exchange also. The shares of the Company are listed with BSE (nation- wide stock exchange) and the Company is complying with all the regulations under SEBI (LODR).The shares of the Company were also listed with three Stock Exchanges (SEs) namely Calcutta Stock Exchange (CSE) Ahmadabad Stock Exchange Ltd.(ASEL) & The Magadh Stock Exchange Ltd. (MdhSEL) for which the Company delisting applications were made to those SEs. SEBI. vide Circular No. MRD/DoP/SE/Cir-36/2008 dated December 29 2008 issued Guidelines laying down the framework for exit by stock exchanges whose recognition is withdrawn and/or renewal of recognition is refused by SEBI and Regional Stock Exchanges ("RSEs ") who may want to surrender their recognition. Further guidelines were reviewed and modified by SEBI vide Circular No. CIR/ MRD/ DSA/ 14/ 2012 dated May 30 2012 (hereinafter referred to as "Exit Circular"). ASEL vide letter dated July 112014 to SEBI exited as a SE. Accordingly MdhSEL also been exited as a SE by SEBI vide its said circular. While SEBI vide its exit policy has ordered to shut down the CSE but the matter is subjudice in the Calcutta High Court.
As per our Opinion no such compliance is required to be made with Calcutta Stock Exchange.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors' report no fraud u/s 143(12) reported by the auditor.

LISTING:

The Equity Shares of your Company are listed at Bombay Stock Exchange Limited (BSE).The Company had earlier filed application with the Calcutta Stock Exchange Ltd AhmedabadStock Exchange Ltd. & The Magadh Stock Exchange Ltd. for delisting of its equityshares under SEBI delisting guidelines. Vide SEBI exit notice to Regional Stock Exchangesthe Ahmedabad Stock Exchange & Magadh Stock Exchange has stopped its operation as aStock Exchange although the Calcutta Stock Exchange is yet to comply the SEBI circular forde-recognition of stock exchanges.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 your Company has adopted the Code of Conduct for Prevention of InsiderTrading and the same is also placed on the Company's website: www.foundryfuel.in

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company used electricity provided by state electricity board in form of energythe consumption of which is very minimal. As required under provisions of the CompaniesAct 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 details relating toConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo nosuch technology absorbed by the Company and no foreign exchange transactions are thereduring the period under review.

DISCLOSURE REQUIREMENT:

i) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. SunilVishwambharan. Complete details of the Committee are given in the Corporate GovernanceReport attached as Annexure to this Board's Report.

ii) Corporate Governance:

Your Company has initiated by providing the shareholders to avail the option ofreceiving online the requisite documents i.e. notices annual reports disclosures and allother communications by registering their e-mail id for the success of ‘GreenInitiative' as per MCA circular no. 17/2011 & No. 18/2011.

The Company continues to comply with the requirements of SEBI LODR Regulations 2015regarding Corporate Governance though the Company is exempted from complying with theCorporate Governance Code. The Report on Corporate Governance Certification byCEO/ CFOand the Management Discussion & Analysis Report are attached herewith which form partof this Annual Report.

iii) Nomination Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the Listing Agreement withthe stock exchanges (as amended from time to time). This Policy is formulated to provide aframework and set standards in relation to the followings: a. Criteria for appointment andremoval of Directors Key Managerial Personnel (KMP) and Senior Management Executives ofthe Company. b. Evaluation of the performance of the Directors. c. Criteria fordetermining qualifications positive attributes and independence of a Director.

iv) Composition of Stakeholders Relationship Committee

The Board has constituted the Stakeholders Relationship Committee under theChairmanship of Mr. Sunil Vishwambharan. Complete details of the said Committee are givenin the Corporate Governance Report attached as Annexure to this Board's Report

ACKNOWLEDGEMENT:

Your Directors express their appreciation or assistance and co-operation received fromGovernment authorities banks vendors customers and Shareholders of the Company. YourDirectors also wish to place on record their sincere sense of appreciation for theircontinuous support the sincere efforts put in by all employees and workmen in theperformance of the Company.

By Order of the Board of Directors
For Foundry Fuel Products Ltd.
Sd/-
Place: Mumbai (Adarsh Agarwalla)
14th August 2021

Whole time Director

(DIN: 00527203)

.