Mar 31, 2015
The Directors take pleasure in presenting the 51stAnnual Report on the
business and operations of the Company together with the Audited
Accounts for the year ended 31st March, 2015.
Financial Results (Rs. In Lacs)
As on As on
Particulars 31st March
2015 31st March
2014
Other Income - 1.08
Profit/(Loss) before interest,
depreciation and tax (24.74) (20.19)
Interest - -
Depreciation 21.01 7.21
Profit/(Loss) before prior period
Items & Taxation (45.75) (27.41)
Add: Exceptional item (22.86) 24.35
Add/(Less) Prior period expenses (0.27) (2.59)
Profit/(Loss) before Taxation (68.88) (5.65)
Taxation - -
Profit/(Loss) for the Year (68.88) (5.65)
PERFORMANCE & PROSPECTS
The operation of your Company is closed since the year 2010 due to
working capital shortage. During the year under review, the loss of
the company was increased and stood at Rs.68.88 Lakhs against the loss
of Rs.5.65 Lakhs of the previous year. Your Company in the previous
years has streamlined its capital base by reduction in the Share
capital and concession of unsecured loan into Equity by way of
preferential allotment pursuant to the order of BIFR. The Promoters of
the Company are in the process of infusing funds for the operation &
revival of the Company. The Company's business was dependent on the
commencement of mining operation by its holding company. However, the
Hon'ble Supreme Court had passed an order cancelling coal block
allocations of various companies including the holding company in
previous year. Considering the aforesaid cancellation, the Company is
planning to initiate the process of searching another project.
DIVIDEND
Considering your Company's present situation, your Directors regret to
recommend a dividend for the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
On the recommendation of the Nomination and Remuneration Committee, the
Board of Directors of the Company during its Meeting held on 30.05.2015
has appointed Mrs. Sudha Ramesh as an Independent Woman Director on the
Board of the Company. The requirement under Section 149 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement also stands
complied with such appointments.
Mr. Adarsh Agarwalla, Promoter Non-Executive Director retires from the
Board by rotation 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.
In view of the provisions of Section 203 of the Companies Act, 2013 Mr.
Kamal Ghosh, Whole- time Director was identified as Key Managerial
Personnel of the Company. The Company is in search of Company Secretary
& Chief Financial Officer to comply the aforesaid provisions.
The Company has appointed Additional Director at the Board of Directors
Meeting, viz. Mrs Sudha Ramesh as Independent Woman Director for a
period of five years w.e.f 31.03.2015. Their terms of office as
Additional Director will be expired at the ensuing Annual General
Meeting and the Company has received application from a Member
proposing her candidature to the office of Independent Woman Director
of the Company.
Mr. Ruchir Om Prakash Jalan has been resigned from the Directorship of
the Company w.e.f. 30.05.2015. Your Directors place on record their
deep appreciation of the valuable services rendered by Mr. Ruchir Om
Prakash Jalan during his tenure as Director of the Company.
SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs.801.88 Lakhs.
The company has not issued shares with differential voting rights nor
granted stock options nor sweat equity.
FINANCE
Cash and cash equivalents as at March 31, 2015 was Rs. 261652/-. 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.
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.
The detail of the investments made by company is given in the notes to
the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Whole-time Director. The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures
and policies at all locations of the Company.
INTERNAL FINANCIAL CONTROL SYSTEM
The policies and procedures adopted by the company ensures the orderly
and efficient conduct of its business and adherence to the company's
policies, prevention and detection of frauds and errors, accuracy and
completeness of the records and the timely preparation of reliable
financial information.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 as required under Section 92 (3) of the Companies Act, 2013, is
marked as Annexure  A which is annexed hereto 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 year 2014-15 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 for the year ended 31st
March, 2015, the applicable accounting standards have been followed
with proper explanation relating to material departures, if any;
(b) the accounting policies adopted in the preparation of the annual
accounts have been applied consistently except as otherwise stated in
the Notes to Financial Statements and reasonable and prudent judgments
and estimates have been made so as to give a true and fair view of the
state of affairs of the Company at the end of the Financial Year
2014-15 and of the Loss for the year ended 31st March, 2015;
(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) the annual accounts for the year ended 31st March, 2015, have been
prepared on a going concern basis.
(e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
(f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Sunil Vishwambharan & Mrs. Sudha Ramesh are Independent Directors
on the Board of the Company. The Company has received declarations from
both the Independent Directors of the Company confirming that they meet
the criteria of independence as prescribed both under the Companies
Act, 2013 and Clause 49 of the Listing Agreement with the Stock
Exchanges.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to provisions of Section 178 of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, 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.
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
prioritisation of risks followed by coordinated efforts to minimise,
monitor and mitigate/control the probability and / or impact of
unfortunate events or to maximise the realisation 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.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 Independent
Directors also carried out the evaluation of the Wholetime Directors &
Non-Independent Directors in the Board, the details of which are
covered in the Corporate Governance Report.
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 company's
operations in future.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with provisions of Section 177(9) of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Company has framed a
Vigil Mechanism/Whistle Blower Policy to deal with unethical behaviour,
actual or suspected fraud or violation of the company's code 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 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.
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 directors or Key Managerial Personnel or employees.
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.
AUDITORS & AUDITORS' REPORT
Statutory Auditors:
The Company's Auditors, Messrs N. A. Shah Associates, Chartered
Accountants, retire at the ensuing Annual General Meeting of the
Company and are eligible for reappointment. The members are requested
to ratify the appointment of the auditors.
Messrs N. A. Shah Associates, Chartered Accountants has confirmed that
their appointment is within the limits of the Section 139 of the
Companies Act, 2013 and has certified that they are free from any
disqualifications specified under Section 148(5) and all other
applicable provisions of the Companies Act, 2013.
The notes on accounts referred to in the Auditors' Report are
self-explanatory and, therefore, do not call for any further comments.
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 2014-15. The Secretarial Audit
Report for the Financial Year ended 31st March, 2015 is annexed
herewith and marked as Annexure  B. The Report is self-explanatory and
do not call for any further comments.
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.
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 Insider Trading.
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 Ids. 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 Clause 49 of
the Listing Agreement regarding Corporate Governance. The Report on
Corporate Governance together with a certificate from Messrs N. A. Shah
Associates, Chartered Accountants regarding Compliance of Conditions of
Corporate Governance, certification by Wholetime Director/CEO and the
Management Discussion & Analysis Report are attached herewith which
form part of 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 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.
DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT: 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 Board's
Report.
ii) Post Balance Sheet events:
There is no other material changes in commitments affecting the
financial position of the Company occurred since the end of the
financial year 2014-15.
iii) 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.
iv) 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.
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 (Kamal Ghosh)
13th August, 2015 Whole time Director
(DIN:02837505)
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 50th Annual Report on
the business and operations ofthe Company together with the Audited
Accounts for the year ended 31st March, 2014.
(Rs.)
Financial Results As on As on
31st March 2014 31st March 2013
Other Income 108,401 493,130
Profit/(Loss) before interest,
depreciation and tax (2,019,481) (2,980,426)
Interest - -
Depreciation 721,168 3,130,426
Profit/(Loss) before prior period Items
& Taxation (2,740,649) (6,110,850)
Add: Exceptional item 2,434,700 -
Add/(Less) Prior period expenses (259,000) (300,667)
Profit/(Loss) before Taxation (564,949) (6,411,517)
Taxation - -
Profit/(Loss) for the Year (564,949) (6,411,517)
PERFORMANCE & PROSPECTS
The operation of your Company is closed since the year 2010 due to
working capital shortage. During the year under review, the loss ofthe
company was reduced and stood at Rs.5.65 Lakhs against the loss of
Rs.64.12 Lakhs ofthe previous year. Your Company in the previous years
has streamlined its capital base by reduction in the Share capital and
conversion of unsecured loan into Equity by way of preferential
allotment pursuant to the order of BIFR. The Promoters of the Company
are in the process of infusing funds for the operation & revival ofthe
Company.
BIFR PROCEEDINGS
Your Company has been discharged from the preview of SICA/BIFR as per
its order.
FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earnings and outgo during the year under
review.
DIVIDEND
Considering your Company''s present situation, your Directors regret to
recommend a dividend for the year under review.
DIRECTORS
Mr. D. K. Agarwalla has resigned as Managing Director with effect from
13th August, 2013. The Board puts on record the valuable services
rendered by him during his tenure as Managing Director of the company.
Mr. D. K. Agarwalla continued as director of the company.
In accordance with the provisions of the Companies Act, 2013, Mr.
Devendra Kumar Agarwalla, Director of the Company who retire by
rotation, being eligible, offer himself for re-appointment.
AUDITORS
Messrs N. A. Shah Associates, Chartered Accountants, retire as Auditors
of the company at the forthcoming Annual General Meeting. They have
expressed their willingness to act as Auditors of the Company, if
appointed. It is proposed to re-appoint them to examine and audit the
accounts of the Company for five years to hold office from the
conclusion of this AGM till the conclusion of the Fifty- Fifth AGM of
the Company to be held in the year 2019 subject to ratification of
their appointment at every AGM. Messrs N. A. Shah Associates have,
under Section 139(1) of the Companies Act, 2013 and the Rules framed
thereunder furnished a certificate of their eligibility and consent for
re-appointment.
AUDITORS'' REPORT
Appropriate notes to the Accounts explain the observations in the
Auditors'' Report which is self explanatory.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
confirm:-
i) That in the preparation of the annual accounts, the applicable
accounting standards issued by the Institute of Chartered Accountants
of India had been followed;
ii) That 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 as on 31st March, 2014 and of the loss of the
Company for the year ended on that date;
iii) That the Directors had taken proper and sufficient care of the
maintenance of adequate accounting records 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; and
iv)That the Directors had prepared the annual accounts on a going
concern basis.
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.
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 Insider Trading.
CORPORATE GOVERNANCE
In compliance with the requirements of Clause 49 of the Listing
Agreement with Stock Exchanges your Company has taken adequate steps to
ensure compliance with the provisions of Corporate Governance, a
separate Report on Corporate Governance as on 31st March, 2014 and a
Report on Management Discussions and Analysis are annexed to and forms
a part of this Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company used electricity provided by state electricity board and
D.G. Set in form of energy, the consumption of which is very minimal.
No such technology absorbed by the Company during the period under
review. There is no other information under the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 to be
furnished.
PARTICULARS OF EMPLOYEES
During the year under review none of the employees of the Company was
paid remuneration over the limit prescribed in Section 217 (2A) of the
Companies Act, 1956.
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
Place: Mumbai For Foundry Fuel Products Ltd.
30th May, 2014 Sd/-
(Kamal Ghosh)
Whole time Director
(DIN:02837505)
Mar 31, 2013
The Directors take pleasure in presenting the 49th Annual Report on
the business and opera- tions of the Company together with the Audited
Accounts for the year ended 31st March, 2013.
(Rs.)
FINANCIAL RESULTS AS ON AS ON
31-03-2013 31-03-2012
Other Income 493130 2700548
Profit/(Loss) before
interest, depreciation and tax (2980426) 1968295
Interest Nil Nil
Depreciation 3130424 2051070
Profit/(Loss) before
prior period Items & Taxation (6110850) (82775)
Add/(Less) Prior period expenses 300667 920
Profit/(Loss) before Taxation (6411517) (83695)
Taxation Nil Nil
Profit/(Loss) for the
Year (6411517) (83695)
PERFORMANCE & PROSPECTS
During the year under review the overall economic growth pegged lowest
in a decade and your Company''s production was stopped since the year
2010. Your Company''s performance was not good due to closure of
operation of your Company as well as working capital shortage. During
the year under review, revenue from other income was decreased by
nearly 450 % to Rs.4.93 Lacs compared to Rs. 27.01 Lacs of the previous
year. The loss of the company was stood at Rs.64.12Lacs.
Your Company''s networth has become positive consequent upon the share
capital reduction by 50% & allotment of equity shares on preferential
basis upon conversion of unsecured loan of Rs.4.98 Crores into equity
shares pursuant to the Order passed by the BIFR at their hearing held
on 07.05.2012. Your Company within a period of one year will start
operation & will reach at profitability within :. span of 2 (two)
years. Your Company is facing extreme working capital shortage. The
Promoters of the Company need to infuse funds for the operations &
revival of the Company.
REDUCTION OF SHARE CAPITAL & PREFERENTIAL ALLOTMENT OF EQUITY SHARES
Consequent upon the approval of members of the Company and pursuant to
the Order of the BIFR passed at their meeting held on 07.05.2012, the
share capital of the Company had been reduced by 50 % and necessary
approvals & listing has been completed with the stock exchange Mumbai &
simultaneously the reduced share capital has been enlisted with the
National Secu- rities Depository Limited (NSDL) & Central Depository
Services (India) Ltd. (CDSL).
Your Board of Directors, consequent upon the approval of the members of
the Company and pursuant to the Order of the BIFR, has allotted
49,80,000 equity shares of Rs. 10/- each at par by converting unsecured
loan of Rs. 4,98,00,000/- (Rupees Four Crores Ninety Eight Lacs only).
The said shares have already been listed & corporate action in NSDL and
CDSL has already been completed.
BIFR PROCEEDINGS
Your Directors are pleased to inform you that the net-worth of your
Company as on 31sl March, 2013 has become positive and accordingly the
Board of Directors of your Company has decided to seek de-registration
from the Board for Industrial & Financial Reconstruction (BIFR).
FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earnings and outgo during the year under
review.
DIVIDEND
Considering your Company''s present situation, your Directors regret to
recommend a dividend for the year under review.
DIRECTORS
Mr. Kamal Ghosh was appointed as Additional Director in the Board of
Directors meeting dated 12.11.2012 in the terms of the Articles of
Association of the Company. He is proposed to be appointed as Director
of the Company as set out in the notice calling the Annual General
Meeting. Notice under section 257 of the Companies Act, 1956 has been
received from a share- holder signifying his intention to propose the
name of Mr. Ghosh as Director of the Company. Your Board at its
meeting held on 29lh May, 2013 has appointment Mr. Kamal Ghosh as Whole
Time Director of the Company for a period of Five (5) Years for the
benefit of the Company.
Mr. AmarjitVijh has resigned from the Board with effect from 12th
November, 2012. The Board puts on record the valuable services rendered
by him during his tenure as Director of the Com- pany.
AUDITORS
The Auditors Messrs N. A. Shah Associates, Chartered Accountants,
retire as Auditors of the Company at the forthcoming Annual General
Meeting. They have expressedtheir willingness to act as Auditors of the
Company, if appointed. They have also confirmed that the said appoint-
ment would be in due conformity with the provisions of Section 224(1-B)
of the Companies Act, 1956.
AUDITORS''REPORT
Appropriate notes to the Accounts explain the observations in the
Auditors'' Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
confirm:-
i) That in the preparation of the annual accounts, the applicable
accounting standards issued by the Institute of Chartered Accountants
of India had been followed;
ii) That 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 as on 31st March, 2013 and of the loss of the
Company for the year ended on that date;
iii) That the Directors had taken proper and sufficient care of the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safe- guarding the assets of
the Company and for preventing and detecting fraud and other ir-
regularities; and
iv) That the Directors had prepared the annual accounts on a going
concern basis.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreements with the stock Exchanges. A separate report on Corporate
Governance alongwith the certificate from Statutory Auditors of the
Com- pany, confirming compliance with the conditions of Corporate
Governance, as stipulated under Clause 49 of the Listing Agreements
entered into with the Stock Exchanges is annexed.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company used D.G. Set as the only form of energy, the consumption
of which is very minimal. No such technology absorbed by the Company
during the period under review. There is no other information under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 to be furnished.
PARTICULARS OF EMPLOYEES
During the year under review none of the employees of the Company was
paid remuneration over the limit prescribed in Section 217 (2A) of the
Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors express their appreciation or assistance and
co-operation received from Gov- ernment authorities, banks, vendors,
customers and Shareholders of the Company. Your Direc- tors 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.
For and on behalf of the Board
For Foundry Fuel Products Ltd.
sd/-
(D.K. AGARWALLA)
Chairman & Managing Director
504, Diamond Prestige,
41 A,AJ.C. BoseRoad,
Kolkata-700 017
29th May, 2013
Mar 31, 2012
The Directors take pleasure in presenting the Forty Eighth (48 )
Annual Report on the business and operations of the Company together
with the Audited Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS
Rs.
Loss before depreciation, interest & tax 21,34,765
Less: Interest Rs. Nil
Depreciation Rs. 20.51,070
20,51,070
Loss before taxation 83,695
Add: Taxation Nil
Loss for the year 83,695
Add: Amount of loss brought forward
from last year 9,11,00,947
Balance of Loss Carried Forward 9,11,84,642
PERFORMANCE & PROSPECTS
During the year under review the overall economy was good but your
company could not reap any benefit from that. Despite the market was
mixed enough, your Company's performance was not good due to closure
of operation of your Company as well as working capital shortage. The
factory was shot down since April, 2010. During the year under review,
revenue from operations of your Company was increased by nearly 267 %
to Rs.27.01 Lacs compared to Rs. 7.18 Lacs of the previous year. The
loss of the company was marginal & stood at Rs.0.84 Lacs. The accumu-
lated losses of the Company increased to Rs.912 Lacs. Your Company is
in a position of extreme working capital shortage. Consequent upon the
share capital reduction by 50% & proposed con- version of unsecured
loan of Rs.4.98 Crores into equity shares pursuant to the Order passed
by the BIFR at their hearing held on 07.05.2012, the net worth of the
Company will be positive. Your Company within a period of one year will
start operation & Company will reach at profitability within a span of
2 (two) years. . The Promoters of the Company has intimated to infuse
heavy funds for the operations & revival of the Company.
FORFEITURE OF SHARES
Your Directors have forfeited 1200 shares due to non-payment of call
money due on the shares since a very long period of time, i.e. the year
1994. The notice of final call, notice of forfeiture & other statutory
compliance in this respect were properly done by the Company.
Consequently, after forfeiture, the paid up share capital of the
Company have been reduced by 1200 equity shares from Rs.6,07,87,000/-
(consisting of 60,78.700 equity shares of Rs.10/ - each) to Rs.
6,07,75,000/- (consisting of 60,77,500 equity shares of Rs.10/- each).
REDUCTION OF SHARE CAPITAL
Your Company was declared a sick industrial company under SICA as per
the hearing of the Board for Industrial & Financial Reconstruction, New
Delhi (BIFR) held on 07.12.1998. there- after, your Directors had
submitted a draft rehabilitation scheme (DRS) to BIFR wherein a
reduction of share capital by 50 % was proposed so that the Companys
Net worth shall be positive after such reduction and also for the
interest of the Company as well as the benefit of the shareholders of
the Company as a whole. The members of the Company had approved such
share capital reduction vide general meeting dated 25.08.2011.
The BIFR has approved such share capital reduction by 50 % pursuant to
BIFRs Order passed in their hearing held on 07.05.2012. Considering
the Order, your Board vide their meeting dated 26.06.2012 have reduced
the paid up share capital by 50 % from Rs.6,07,75,000/ - (consisting of
60,77,500 equity shares of Rs.10/- each) to Rs.3,03,87,500/-
(consisting of 30,38,750 equity shares of Rs.10/- each). Consequently,
your present Paid up share capital stood at Rs.3,03,87,500/-
(consisting of 30,38,750 equity shares of Rs.10/- each).
Preferential Issue & Allotment vide BIFRs Order
pursuant to BIFR's Order passed in their hearing held on 07.05.2012,
your Board proposes to convert the unsecured loan of Rs. 4,98,00,000/-
(Rupees Four Crores Ninety Eight Lacs only) into Equity Shares of the
Company. The Unsecured loan were taken from both Mr. D.K. Agarwalla,
Promoter-Director of the Company (Unsecured Loan of Rs.95,00,000/-) and
M/s. BLA Industries Pvt. Ltd. (Unsecured loan of Rs.4,03,00,000/-) for
meeting the working capital shortage as well as to repay the Secured
loan of IDBI. Your Board proposes to issue & allot 49,80,000 equity
shares @ Rs.10/- each (at par) fully paid up of the Company against
unsecured loan of Rs. 4,98,00,000/- (Rupees Four Crores Ninety Eight
Lacs only) to both Mr. D.K. Agarwalla, Promoter-Director of the
Company and M/s. BLA Industries Ltd., Promoter of the Company. The said
equity shares proposed to be issued and allotted will be pari-passu in
all respect including dividend, rights & bonus of the Company. The
Compliance of the provisions of the Securities and Exchange Board of
India (SEBI) ICDR Regulations, 2009 for conversion of unsecured
loan into equity and/or preferential issue is exempted as the same is
approved by the BIFR.
FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earnings and outgo during the year under
review.
DIVIDEND
In view of the huge accumulated losses from the previous years, your
Directors regret to recommend a dividend.
DIRECTORS
Mr. Adarsh Agar.walla, Mr. Ruchir Omprakash Jalan, Mr. Sunil,
Vishwambharan & Mr. Amarjit Vijh were appointed as Additional Directors
in the Board dated 29.05.2012 in the terms of the Articles of
Association of the Company. They are proposed to be appointed as
Directors of the Company as set out in the notice calling the Annual
General Meeting. Notices under section 257 of the Companies Act, 1956
have been received from shareholders signifying their intention to
propose the name of Mr. Adarsh Agarwalla, Mr. Ruchir Jalan, Mr. Sunil
Vishwambharan & Mr. Amarjit Vijh as Directors of the Company.
Mr. Nandan Kumar Agarwalla, Mr. Brij Mohan Todi, Mr. Santosh Kumar
Kedia & Mr. Pramod Kumar Agarwalla, Directors have resigned from the
Board with effect from 29-05-2012. The Board puts on record the
valuable services rendered by them during their tenure as Directors of
the Company.
AUDITORS
The Auditors Messrs Ashok Kedia & Co., Chartered Accountants have
expressed their unwillingness to act as Auditors of the Company, hence,
M/s. N. A. Shah Associates, Chartered Accountants shall be appointed as
Auditors of the Company in the place of Messrs Ashok Kedia & Co.,
Chartered Accountants. M/s. N. A. Shah Associates, Chartered
Accountants have also confirmed that the said appointment would be in
due conformity with the provisions of Section 224(1-B) of the Companies
Act, 1956.
AUDITORS REPORT
Appropriate notes to the Accounts explain the observations in the
Auditors Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
confirm:-
i) That in the preparation of the annual accounts, the applicable
accounting standards issued by the Institute of Chartered Accountants
of India had been followed;
ii) That 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 as on 31st March, 2012 and of the loss of the
Company for the year ended on that date;
iii) That the Directors had taken proper and sufficient care of the
maintenance of adequate accounting records 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; and
iv) That the Directors had prepared the annual accounts on a going
concern basis. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreements with the stock Exchanges. A separate report on Corporate
Governance along with the certificate from Practising Company Secretary,
Messrs D. Raut & Associates, Company Secretaries, confirming compliance
with the conditions of Corporate Governance, as stipulated under Clause
49 of the Listing Agreements entered into with the Stock Exchanges is
annexed.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company used D.G. Set as the only form of energy, the consumption
of which is very minimal. No such technology absorbed by the Company
during the period under review. There is no other information under
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 to be furnished.
PARTICULARS OF EMPLOYEES
During the year under review none of the employees of the Company was
paid remuneration over the limit prescribed in Section 217 (2A) of the
Companies Act, 1956.
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.
For and on behalf of the Board
Sd/-
(D.K. AGARWALLA)
Chairman & Managing Director
20, Biplabi Dinesh Majumder Sarani,
Type-A, 1st Floor,
Kolkata -700 053
2nd July, 2012
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report together
with the Audited. Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
Rs.
Loss before depreciation, interest & tax 99,48,628
Less: Interest Rs. Nil
Depreciation Rs. 23,69,512
23,69,512
Loss before taxation & Prior
Period Adjustments 75,79,116
Add: Prior Period Adjustments 2,17,14,187
Loss for the year 2,92,93,303
Add: Amount of loss brought
forward from last year 5,87,79,266
Balance of Loss Carried Forward 8,80,72,569
PERFORMANCE & PROSPECTS
During the year under review, revenue from operations of your Company
decreased by nearly 26 % to Rs.17.85 Lacs compared to Rs. 24.02 Lacs of
the last year. This time also your Company has posted a lower turnover.
Although the market was not So good enough hence your Company could not
do well due to working capital shortage. The loss of the company
increased to many fold due to prior period changes. The accumulated
losses of the Company increased to Rs.881 Lacs. Your Company is in a
position of extreme work- ing capital shortage for which the operation
of the Company was very low. Cut throat competition, sluggish demand
and a growth trend in the economy have shown a mixed workings of the
Company.
The situation of the current year is not encouraging till now. The
Company is in the process of replacing the new Coke Oven against the
obsolete one. Your company has eroded more than 50 % of its net worth
during the period under review.
FOREIGN EXCHANGE EARNING AND OUTGO
There was no foreign exchange earning and outgo during the year under
review.
DIVIDEND
In view of the huge accumulated losses from the previous years, your
Directors regret to rec- ommend a dividend.
DIRECTORS
Mr. B. M. Todi & Mr. Pramod Kumar Agarwalla retires by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
AUDITORS
The Auditors Messrs Ashok Kedia & Co., Chartered Accountants, retire at
the forthcoming Annual General Meeting and being eligible offer
themselves for re-appointment.
AUDITORS REPORT
Appropriate notes to the Accounts explain the observations in the
Auditors Report.
DIRECTORS RESPONSBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors
confirm:-
i) That in the preparation of the annual accounts, the applicable
accounting standards issued by the Institute of Chartered Accountants
of India had been followed;
ii) That 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 as on 31 st March, 2010 and of the loss of
the Company for the year ended on that date;
iii) That the Directors had taken proper and sufficient care of the
maintenance of adequate accounting records 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; and
iv) That the Directors had prepared the annual accounts on a going
concern basis.
PROMOTERS
The Promoters of the Company infused fresh Unsecured Loans for working
capital shortages. Your Promoters are ready to bring in additional
interest-free unsecured loans to meet all the unprovided and contingent
liabilities, if any, as and when crystallized.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreements with the stock Exchanges. A separate report on Corporate
Governance alongwith the certificate from Practising Company Secretary,
Messrs D. Raut & Associates, Company Secretaries, confirming compliance
with the conditions of Corporate Governance, as stipulated under Clause
49 of the Listing Agreements entered into with the Stock Exchanges is
annexed.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Your Company used D.G. Set as the only form of energy, the consumption
of which is very minimal. No such technology absorbed by the Company
during the period under review. There is no other information under the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 to be furnished.
PARTICULARS OF EMPLOYEES
During the year under review none of the employees of the Company was
paid remuneration over the limit prescribed in Section 217 (2A) of the
Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors record their sincere appreciation for the assistance,
support and guidance pro- vided by the banks, financial institution,
customers, suppliers, regulatory & government authori- ties, other
business associates and stake holders. Your Directors also wish to
place on record their sincere sense of appreciation for their
continuous support and sincere efforts put in by all employees and
workmen in the performance of the company.
Your Directors value your involvement as share holders and look forward
to your continuing support.
For and on behalf of the Board
(D.K.AGARWALLA)
Chairman & Managing Director
8,Waterloo Street
Kolkata - 700 069
21st July, 2010
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