Directors Report of Foundry Fuel Products Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting the 60^th Annual Report on the business and operations of the
Company together with the Audited Accounts for the year ended 31^st March, 2024.

FINANCIAL RESULTS:

(Rupees in Lakhs)

Particulars	As on 31st March 2024	As on 31st March 2023
Other Income	-	-
Profit/(Loss) before interest, depreciation and tax	(18.57)	(16.51)
Less: Interest	6.48	5.40
Less: Depreciation	-	-
Profit/(Loss) before prior period Items & Taxation	(25.05)	(21.91)
Add: Exceptional item	-	-
Add/(Less) Prior period expenses	-	-
Profit/(Loss) before Taxation	(25.05)	(21.91)
Taxation	-	-
Profit/(Loss) for the Year	(25.05)	(21.91)

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.25.05 Lakhs against the loss of
Rs. 21.91 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 2023-2024.

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 Company''s 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 2023-24 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/Resiqnation of Director :

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the
Company during its Meeting held on 12.02.2024 has appointed Mr. Pushkar Laxmichand Galav
(DIN:09600593) as an Additional Non-Executive Director on the Board of the Company.

Mr. Devendra Kumar Agarwalla (DIN:00451072), Executive Director, has resigned from the Directorship
of the Company with effect from 12.02.2024.

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. Adarsh Agarwalla (DIN:00527203), retires by rotation
from the Board at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Key Managerial Personnel:

In terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company during FY
2023-24 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 2023-2024 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, 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 2023-2024 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).

COMPANY’S 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 Company''s 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 Company''s 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 Company''s 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 management''s working
as part of a team in an environment of collegiality and trust.

> The Committee evaluates each individual with the objective of having a group that best enables the
success of the Company''s 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 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.

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 company''s 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 Company''s website: www.foundryfuel.co.in.

DISCLOSURE REQUIREMENT:

i) Composition of Audit Committee:

The Board has constituted the Audit Committee complete details of the Committee are given in the
Corporate Governance Report, attached as Annexure to this Board''s 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 complete details of the said
Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s
Report.

iv) Composition of Stakeholders Relationship Committee:

The Board has constituted the Stakeholders Relationship Committee complete details of the said
Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s
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 2023-24 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, 2024 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 2023-24

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 Company''s
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:

During the year, M/s. C V Pagariya & Co., Chartered Accountants, (Firm Registration No.: 127772W),
have tendered their resignation dated August 12, 2024. Basis this, subject to the approval of the
members of the Company, the Audit Committee and the Board of Directors during their meeting
held on August 12, 2024 have considered and recommended the appointment of M/s. Bohra & Co.,
Chartered Accountants, (Firm Registration No.: 136492W) as the Statutory Auditors of the Company,
to fill the casual vacancy caused due to resignation of the M/s. C V Pagariya & Co., Chartered
Accountants, for a period of 1 (One) year from the conclusion of the ensuing Annual General Meeting
to be held for the Financial Year 2023-24 until the conclusion of Annual General Meeting to be held
for the Financial Year 2024-25 in place of the outgoing Auditors. The Auditors have confirmed their
eligibility and that they are not disqualified from holding of office of Auditors of the Company.

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 2023-2024. The Secretarial Audit Report for the Financial Year ended
31^st March, 2024 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 Board''s reply as under:

Observation of Secretarial Auditor

Reply by the Company

As informed by management of the Company the shares are n ow b ein g d elis t ed fr om 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, 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.

Observation of Secretarial Auditor

Reply by the Company

It is observed that Mr. Pushkar L Galav, has been appointed as Non-executive Director by the Board on 12.02.2024. In terms of regulation 17 of SEBI LODR, the above appointment needs to be approved by the Share¬ holders within 3 months of the appointment, which the Company has not complied yet. We have been informed that the same shall be placed before the Shareholders for approval in ensuing AGM.

The management has informed the auditor in terms of regu¬ lation 17 of SEBI LODR about the regularization and ap¬ proval of Mr. Pushkar L Galav, as Non-Executive Director by the shareholders in ensuing Annual General Meeting to be held on September 30, 2024 and the same has been men¬ tioned in the Notice of Annual General Meeting.

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 COMPANY’S OPERATIONS IN FUTURE:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and company''s 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: 12.08.2024 Whole time Director

---

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