Your Directors take pleasure in presenting the 55th Annual Report on the business andoperations of the Company together with the Audited Accounts for the year ended 31stMarch 2019.
| || ||(Rs. in Lakhs) |
|Particulars ||As on 31st March 2019 ||As on 31st March 2018 |
| || || |
| || || |
|Other Income ||89.75 || |
|Profit/(Loss) before interest depreciation and tax ||66.64 ||(20.52) |
|Less: Interest ||4.85 ||5.05 |
|Less: Depreciation ||5.35 ||7.99 |
|Profit/(Loss) before prior period Items & Taxation ||56.44 ||(33.56) |
|Add: Exceptional item || || |
|Add/(Less) Prior period expenses || || |
|Profit/(Loss) before Taxation ||56.44 ||(33.56) |
|Taxation || || |
|Profit/(Loss) for the Year ||56.44 ||(33.56) |
PERFORMANCE & PROSPECTS
The operation of your Company has been closed since the year 2010 due to workingcapital shortage. During the year under review the Profit of the company was stood at Rs.56.44 Lakhs against the loss of Rs. 33.56 Lakhs comparing with the previous year. ThePromoters of the Company are in the process of infusing funds for the operation &revival of the Company.
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
I) Appointment/Resignation of Director :
There were no changes in the composition of the board of directors during the year2018-19.
II) Retirement by Rotation:
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.
The above are subject to the approval of the shareholders in the ensuing Annual GeneralMeeting of the Company.
III) Appointment of Company Secretary and Compliance Officer:
The Board of Directors in its meeting held on 14th August 2018 has approved theappointment of Mr. Om Prakash Ojha as Company Secretary & Compliance Officer of theCompany.
IV) Appointment of Chief Financial Officer of the Company:
The Board of Directors in its meeting held on 15th April 2019 has approved theappointment of Mr. Vaibhav Bhawar as Chief Financial Officer of the Company.
V) Key Managerial Personnel
In view of the provisions of Section 203 of the Companies Act 2013 Mr. AdarshAgarwalla (Wholetime Director) Mr. Vaibhav Bhawar (Chief Financial Officer) and Mr. OmPrakash Ojha (Company Secretary) have been designated as Key Managerial Personnel.
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
The paid up equity capital as on March 31 2019 was Rs. 801.94 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.
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.
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 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 control systems areintegral to the Company s corporate governance policy and no reportable material weaknesswere observed in operations.
INTERNAL FINANCIAL CONTROL SYSTEM
The policies and procedures adopted by the company ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy and completeness of the records and the timely preparationof reliable financial information.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder Section 92 (3) of the Companies Act 2013 is marked as Annexure A which is annexedhereto and forms part of the Directors' Report.
NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year2018-19 forms part of the Corporate Governance Report.
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 for the year ended 31st March 2019 theapplicable accounting standards have been followed with proper explanation relating tomaterial departures if any;
(b) the accounting policies adopted in the preparation of the annual accounts have beenapplied consistently except as otherwise stated in the Notes to Financial Statements andreasonable and prudent judgments and estimates have been made so as to give a true andfair view of the state of affairs of the Company at the end of the Financial Year 2018-19and of the Profit for the year ended 31st March 2019;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts for the year ended 31st March 2019 have been prepared on agoing concern basis.
(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were 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:
The Board Member shall possess appropriate skills qualificationcharacteristics and experience. The objective is to have a Board with diverse backgroundand experience in business government academics technology human resources socialresponsibilities finance law etc. and in such other areas as may be considered relevantor desirable to conduct the Company's business in a holistic manner.
Independent director shall be person of integrity and possess expertise andexperience and/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 takesinto account many factors including general understanding of the Company's businessdynamics global business social perspective educational and professional background andpersonal achievements.
Director should possess high level of personal and professional ethicsintegrity and values.
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 outtheir duties and responsibilities effectively. He must have the aptitude to criticallyevaluate management's working as part of a team in an environment of collegiality andtrust.
The Committee evaluates each individual with the objective of having a groupthat best enables the success of the Company's business and achieves its objectives.
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 is the process of identification assessment and prioritisation ofrisks followed by coordinated efforts to minimise monitor and mitigate/control theprobability and / or impact of unfortunate events or to maximise the realisation 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.
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
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company's operations in future.
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 serve the 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
The Company's Auditors M/s N. A. Shah Associates LLP Chartered Accountants retire atthe ensuing Annual General Meeting of the Company and are eligible for reappointment. TheBoard of Directors in consultation with the Audit Committee recomends to re-appoint M/s N.A. Shah Associates LLP as Statutory Auditors of the Company for a further period of 3(three) years from the conclusion of ensuing Annual General Meeting to the conclusion of58th Annual General Meeting of the Company subject to the approval of the members of theCompany.
M/s N. A. Shah Associates LLP Chartered Accountants has confirmed that theirre-appointment is within the limits of the Section 139 of the Companies Act 2013 and hascertified that they are free from any disqualifications specified under Section 141(3) ofthe Companies Act 2013.
The notes on accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further comments.
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 2018-19. The Secretarial AuditReport for the Financial Year ended 31st March 2019 is annexed herewith and marked asAnnexure 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 :
Reply to the Observation of Secretarial Report :
|Observation of Secretarial Auditor ||Reply by the Board of Directors of the Company |
|1 Key Managerial Personnel: Pursuant to Regulation 6(1) of SEBI (LODR) Regulations. 2015 every listed company is required to appoint a qualified Company Secretary as the Compliance Officer wherein the Company has appointed Mr. Om Prakash Ojha as the Company Secretary and Compliance Officer on 14th August. 2018. Further the Company has not appointed CFO as Key Managerial Personnel during the Financial Year which is not in compliance with provision of Section 203 of the Act. ||The Company has already appointed Mr. Om Prakash Ojha as Company Secretary and Compliance Officer on 14.08.2018 with due compliance of relevant provisions of the Companies Act. 2013 and SEBI LODR. |
|2 CEO and CFO Certification: Since the Company does not have CFO during the year the Director designated as CEO has made this certification which is not in compliance with Regulation 17(8) of SEBI LODR Regulations 2015. ||The Company has appointed Mr. Vaibhav Jaywant Bhawar the CFO on 15.04.2019 and therefore has complied with the relevant provisions of the Companies Act and SEBI LODR with effect from date of appointment. |
|3 As informed by management of the Company the shares are now being de listed 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 delisted from Calcutta Stock Exchange the Company is required to comply with SEBI (LODR) Regulations and the 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 11. 2014 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. |
|4. Though the Company has a functional website its content is not in compliance with LODR and Companies Act. 2013 ||The website of the Company is maintained properly however due to maintenance some contents might not be available at the time of the Secretarial Audit. |
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 1992 your Company has adopted the Code of Conduct for Prevention of InsiderTrading.
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 Green Initiativeas 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 by CEO/CFOand the Management Discussion & Analysis Report are attached herewith which form partof this Annual Report.
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.
DISCLOSURES AS PER APPLICABLE ACT AND SEBI LODR REGULATIONS 2015
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) Post Balance Sheet events:
There is no other material changes in commitments affecting the financial position ofthe Company occurred since the end of the financial year 2018-19.
iii) Subsidiaries Associates or Joint Ventures:
Your Company has no Associate Company and does not have any subsidiaries or jointventures during the year under review.
iv) 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 and removal of Directors Key Managerial Personnel (KMP)and Senior Management Executives of the Company.
b. Evaluation of the performance of the Directors.
v) Criteria for determining qualifications positive attributes and independence of aDirector.
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 2019 ||Whole time Director |
| ||(DIN: 00527203) |