Foundry Fuel Products Ltd Directors Report.

Your Directors take pleasure in presenting the 56th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31stMarch, 2020.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars As on 31st March 2020 As on 31st March 2019
Other Income - 89.75
Profit/(Loss) before interest, depreciation and tax (18.41) 66.64
Less: Interest 1.15 4.85
Less: Depreciation 3.65 5.35
Profit/(Loss) before prior period Items & Taxation (23.21) 56.44
Add: Exceptional item - -
Add/(Less) Prior period expenses - -
Profit/(Loss) before Taxation (23.21) 56.44
Taxation - -
Profit/(Loss) for the Year (23.21) 56.44

2. 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. 23.21 Lakhs against the Profit of Rs. 56.44 Lakhs comparing with the previous year. The Promoters of the Company are in the process of infusing funds for the operation & revival of the Company.

3. DIVIDEND:

Considering your Companys present situation, your Directors regret to recommend a dividend for the year under review.

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.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Appointment/Resignation of Director :

There were no changes in the composition of the board of directors during the year 2019-20.

b) Retirement by Rotation:

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 re-appointment.

The above are subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

c) Appointment of Chief Financial Officer of the Company:

The Board of Directors in its meeting held on 15thApril, 2019 has approved the appointment of Mr. Vaibhav Bhawar as Chief Financial Officer of the Company.

d) Key Managerial Personnel:

In view of the provisions of Section 203 of the Companies Act, 2013, Mr. Adarsh Agarwalla (Wholetime Director), Mr. Vaibhav Bhawar (Chief Financial Officer) and Mr. Om Prakash 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 the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable

5. CORPORATE SOCIAL RESPONSIBILITY:

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

6. SHARE CAPITAL:

The paid up equity capital as on March 31, 2020 was Rs. 801.94 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

7. COMPLIANCE WITH SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively

8. 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.

9. 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.

10. 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.

11. 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 ControlsSystems are integral to the Companys corporate governance policy and no reportable material weaknesses were observed in operations.

12. EXTRACT OF ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2020 is given in Annexure - A in the prescribed Form No. MGT-9, which is a part of this report. The same is available on www.foundryfuel.co.in

13. NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the financial year 2019-20 forms part of the Corporate Governance Report.

14. 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 2019-20.

15. 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.

16. 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 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. they have laid down internal financial controls to be followed by the Company and such internal financialcontrols are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.

17. 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).

18. 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.

19. 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.

20. 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.

21. 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.

22. BOARD 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 Wholetime 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.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys operations in future.

24. 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.

25. 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.

26. 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.

27. HUMAN RESOURCE DEVELOPMENT INDUSTRIAL RELATIONS:

There is a continuous effort for better Human Resource (HR) service delivery in order to better servethe 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.

28. AUDITORS & AUDITORS REPORT:

A. Statutory Auditors:

The Auditors, M/s N. A. Shah Associates LLP, Chartered Accountants, (Firm Registration No 116560W/W100149), hold office until the conclusion of the Annual General Meeting to be held in the year 2022.

The notes on accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

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, Practising Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2019-20. The Secretarial Audit Report for the Financial Year ended 31st March, 2020 is annexed herewith and marked as ‘Annexure - B.

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
1. Key Managerial Personnel: In terms of provisions of Section 203 of the Companies Act, 2013the Company is required to have a CFO as KMP which the Company has appointed on 15th April, 2019. The Company has appointed CFO as KMP on 15.04.2019 and therefore has now complied with the relevant provisions of the Companies Act and LODR.
2. 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 (nationwide 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.

29. DETAILS OF FRAUD REPORT BY AUDITOR:

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

30. 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.

31. 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.

32. 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.

33. 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) 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 byCEO/CFO and the Management Discussion & Analysis Report are attached herewith which form part of this Annual Report.

iii) 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.

34. 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.
Sd/-
Place: Mumbai (Adarsh Agarwalla)
31st August, 2020

Whole time Director

(DIN: 00527203)