Your Directors take pleasure in presenting the 59th Annual Report on the
business and operations of the Company together with the Audited Accounts for the year
ended 31st March, 2023.
FINANCIAL RESULTS:
(Rupees in Lakhs)
| Particulars |
As on 31st March 2023 |
As on 31st March 2022 |
| Other Income |
- |
- |
| Profit/(Loss) before interest, depreciation and tax |
(16.50) |
(17.14) |
| Less: Interest |
5.41 |
3.60 |
| Less: Depreciation |
- |
- |
| Profit/(Loss) before prior period Items & Taxation |
(21.91) |
(20.74) |
| Add: Exceptional item |
- |
- |
| Add/(Less) Prior period expenses |
- |
- |
| Profit/(Loss) before Taxation |
(21.91 ) |
(20.74) |
| Taxation |
- |
- |
| Profit/(Loss) for the Year |
(21.91) |
(20.74) |
PERFORMANCE & PROSPECTS:
The operation of your Company has been closed since the year 2010 due to working
capital shortage. During the year under review, the Loss of the company was stood at
Rs.21.91 Lakhs against the loss of Rs. 20.74 Lakhs as compare to previous year. The
Promoters of the Company are in the process of infusing funds for the operation &
revival of the Company.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
During the year under review, there has been no change in the nature of business of the
Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There is no material change in commitments affecting the financial position of the
Company occurred since the end of the financial year 2022-2023.
SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES:
Your Company has no Associate Company and does not have any subsidiaries or joint
ventures, during the year under review.
DIVIDEND:
Considering your Companys present situation, your Directors regret to recommend a
dividend for the year under review.
TRANSFER TO RESERVES:
During the year under review, no amount was proposed to be transferred to Reserves. The
details of movement due to decrease in loss for financial year 2022-23 has been given in
Note No.8 forming part of Financial Statements.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF):
Pursuant to the provision of the Companies Act, there is no unclaimed or unpaid
dividend lying which requires to be transferred to the Investor Education & Protection
Fund (IEPF) of the Central Govt.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment/Re-appointmentof Director:
Pursuant to the provisions of Section 152(6) and other applicable provisions of the
Companies Act, 2013 and Articles of Association of the Company, Mr. Devendra Kumar
Agarwalla (DIN:00451072) retires by rotation from the Board at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment.
Key Managerial Personnel:
In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company
during FY 2022-23 are as follows:
Mr. Adarsh Agarwalla (Whole-time Director); Mr. Avinash Landge (Chief Financial
Officer); Mr. Om Prakash Ojha (Company Secretary).
There is no change in Key Managerial Personnel of the Company from the date of last
Annual General Meeting.
None of the Directors of the Company are disqualified as per section 164(2) of the
Companies Act, 2013. The Directors have also made necessary disclosures to the extent as
required under provisions of section 184(1) as applicable.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the financial year
2022-2023 forms part of the Corporate Governance Report.
DIRECTORS 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 have
been followed with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently
and made judgments 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
2022-2023 and of the 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. they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the provisions of all
applicable 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 the
Company under Section 149 (7) of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence laid down in Section 149 (6) of
the Companies Act, 2013 and Regulation 16(1)(b) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
to as the SEBI (LODR), Regulations, 2015).
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI LODR
Regulations, 2015, the Board of Directors of the Company, based on the recommendation of
the Nomination and Remuneration Committee, has formulated a Remuneration Policy. At the
present situation, no remuneration or sitting fees are being paid or payable by the
Company to its Directors as the Company is running with heavy losses & cash crunch.
The criteria for identification of the Board Members including that for determining
qualification, positive attributes, independence etc. are summarily given here under:
The Board Member shall possess appropriate skills, qualification, characteristics and
experience.
The objective is to have a Board with diverse background and experience in business,
government, academics, technology, human resources, social responsibilities, finance, law
etc. and in such other areas as may be considered relevant or desirable to conduct the
Companys business in a holistic manner.
Independent director shall be person of integrity and possess expertise and experience
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 takes into
account many factors, including general understanding of the Companys business dynamics,
global business, social perspective, educational and professional background and personal
achievements.
Director should possess high level of personal and professional ethics, integrity and
values. He should be able to balance the legitimate interest and concerns of all the
Companys stakeholders in arriving at decisions, rather than advancing the interests of a
particular section.
Director must be willing to devote sufficient time and energy in carrying out their
duties and responsibilities effectively. He must have the aptitude to critically evaluate
managements 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 best
enables the success of the Companys business and achieves its objectives.
DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not required to be given as there is
no remuneration given to Whole time director or employees and remuneration to Company
Secretary (KMP) is only paid.
COMPLIANCE WITH SECRETARIAL STANDARD:
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) and that such systems are adequate and operating effectively.
BOARD EVALUATION & CRITERIA FOR EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015,
the Board has carried out an annual evaluation of its own performance, the Directors
individually as well as the evaluation of the working of various Committees. The
evaluation process inter alia considers attendance of Directors at Board and
committee meetings, acquaintance with business, compliance with code of conduct, vision
and strategy, which is in compliance with applicable laws, regulations and guidelines. The
performance evaluation of the Independent Directors was carried out by the entire Board.
The performance evaluation of the Whole time Director and the Non-Independent Directors
was carried out by Independent Directors. Details of the same are given in the Report on
Corporate Governance annexed hereto.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and SEBI
LODR Regulations, 2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy to
deal with unethical behaviour, actual or suspected fraud or violation of the companys
code of conduct or ethics policy, if any.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 on Corporate Social
Responsibility are not applicable to the Company.
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, Ahmedabad
Stock Exchange Ltd. & The Magadh Stock Exchange Ltd. for delisting of its equity
shares under SEBI delisting guidelines. Vide SEBI exit notice to Regional Stock Exchanges,
the Ahmedabad Stock Exchange & Magadh Stock Exchange has stopped its operation as a
Stock Exchange although the Calcutta Stock Exchange is yet to comply the SEBI circular for
de-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 Insider
Trading and the same is also placed on the Companys website: www.foundryfuel.co.in.
DISCLOSURE REQUIREMENT:
i) Composition of Audit Committee:
The Board has constituted the Audit Committee under the Chairmanship of Mr. Sunil
Vishwambharan. Complete details of the Committee are given in the Corporate Governance
Report, attached as Annexure to this Boards Report.
ii) Recommendation by Audit Committee:
There were no such instances where the recommendation of Audit Committee has not been
accepted by the Board during the financial year under review.
iii) Composition of Nomination & Remuneration Committee:
The Board has constituted the Nomination & Remuneration Committee under the
Chairmanship of Mr. Sunil Vishwambharan. Complete details of the said Committee are given
in the Corporate Governance Report, attached as Annexure to this Boards Report.
iv) Composition of Stakeholders Relationship Committee:
The Board has constituted the Stakeholders Relationship Committee under the
Chairmanship of Mr. Sunil Vishwambharan. Complete details of the said Committee are given
in the Corporate Governance Report, attached as Annexure to this Boards Report.
v) Risk Analysis:
The Company has well defined risk management framework in place comprising of regular
audits and checks for identifying, assessing, mitigating, monitoring and reporting of
risks associated with the businesses of the Company. Major risks as identified are
systematically addressed by the concerned process owners through risk mitigation actions
on a continuing basis.
vi) Annual Return:
Pursuant to Section 134(3)(a) of the Companies Act, 2013 and amendments thereof and in
compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft
Annual Return for the financial year 2022-23 is placed on the website of the Company at
www.foundryfuel.co.in
vii) Corporate Governance:
Your Company has initiated, by providing the shareholders, to avail the option of
receiving online the requisite documents i.e. notices, annual reports, disclosures and all
other communications, by registering their e-mail id for the success of ‘Green
Initiative as per MCA circular no. 17/2011 & No. 18/2011.
The Company continues to comply with the requirements of SEBI LODR Regulations, 2015
regarding Corporate Governance though the Company is exempted from complying with the
Corporate Governance Code. The Report on Corporate Governance, Certification by CEO/CFO
and the Management Discussion & Analysis Report are attached herewith which form part
of this Annual Report.
viii) Nomination, Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laid
down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions
of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with
the stock exchanges (as amended from time to time). This Policy is formulated to provide a
framework 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. c. Criteria for
determining qualifications, positive attributes and independence of a Director.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2023 was Rs. 801.94 Lakhs. The company has
not issued shares with differential voting rights nor granted stock options nor sweat
equity or any kind of shares & securities during the financial year 2022-23
FINANCE:
The company continues to focus on judicious management of its working capital,
Receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring.
PUBLIC DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies 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 of
section 186 of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has implemented and evaluated the Internal Financial Controls which provide
a reasonable assurance in respect of providing financial and operational information,
complying with applicable statutes and policies, safeguarding of assets, prevention and
detection of frauds, accuracy and completeness of accounting records.
The Company has in place an adequate and robust system for Internal Financial Controls
commensurate with the size and nature of its business. Internal Financial Controls Systems
are integral to the Companys corporate governance policy and no reportable material
weaknesses were observed in operations.
COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company is committed to uphold and maintain the dignity of women employees and it
has in place a policy which provides for protection against sexual harassment of women at
work place and for prevention and redressal of such complaints. During the financial year
no such complaints were received.
RELATED PARTY TRANSACTIONS:
The operations of the Company has been stopped since the year 2010 there are no
materially significant related party transactions during the year under review, hence, the
provisions of Section 188 of the Companies Act, 2013 are not attracted.
RISK MANAGEMENT:
Risk management is the process of identification, assessment, and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and / or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Audit Committee and approved by the Board from time to
time.
PARTICULARS OF EMPLOYEES:
There is no such employee in the Company, the information of which is required to be
furnished under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Having
regard to the provisions of Section 136 of the Companies Act, 2013, the Annual Report
excluding the aforesaid information is being sent to the members of the Company.
HUMAN RESOURCE DEVELOPMENT INDUSTRIAL RELATIONS:
There is a continuous effort for better Human Resource (HR) service delivery in order
to better serve the customers with simpler well executed processes with proper use of
technology. HR service delivery has become all the more critical in the organization due
to rise in customer expectation.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company used electricity provided by state electricity board in form of energy,
the consumption of which is very minimal. As required under provisions of the Companies
Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 details relating to
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, no
such technology absorbed by the Company and no foreign exchange transactions are there
during the period under review.
AUDITORS & AUDITORS REPORT:
A. Statutory Auditors:
The Auditors, M/s. C V Pagariya & Co., Chartered Accountants (FRN:127772W), to hold
office until the conclusion of the Annual General Meeting to be held in the year 2027.
The notes on accounts referred to in the Auditors Report are self-explanatory and,
therefore, do not call for any further comments. The Auditors Report does not contain any
qualification, 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 had
appointed M/s. D. Raut & Associates, Practicing Company Secretary to conduct
Secretarial Audit of the Company for the Financial Year 2022-2023. The Secretarial Audit
Report for the Financial Year ended 31stMarch, 2023 is annexed herewith and
marked as ‘Annexure – A.
The Report is self-explanatory and the Secretarial Auditors has given his observation
in his report to the Board and the Boards 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
delisted from Calcutta Stock Exchange, the Company is required to comply with SEBI (LODR)
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, MdhSELalso 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. |
C. Cost Auditor & Cost Audit Report:
Pursuant to Section 148 of the Companies Act 2013 and the Companies (Cost Records and
Audit) Rules, 2014 framed thereunder, it is not obligatory for your Company to appoint a
Cost Auditor.
DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors report, no fraud u/s 143(12) reported by the auditor.
GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and companys operations in future.
PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE 2016 (IBC):
As on date, there is no proceeding pending under ‘The Insolvency & Bankruptcy
Code 2016.
DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS:
As on date, there was no instance of one-time settlement with any Bank or Financial
Institution.
ACKNOWLEDGEMENT:
Your Directors express their appreciation or assistance and co-operation received from
Government authorities, banks, vendors, customers and Shareholders of the Company. Your
Directors also wish to place on record their sincere sense of appreciation for their
continuous support, the sincere efforts put in by all employees and workmen in the
performance of the Company.
|
By Order of the Board of Directors |
|
For Foundry Fuel Products Ltd. |
| Place: Mumbai |
(Adarsh Agarwalla) |
| Date: 11.08.2023 |
Whole time Director |
+91-9892691696
