Foseco India Ltd — AGM Information 2019

Apr 27, 2019

FOSECO

26 April 2019

BSE Limited National Stock Exchange of India Limited Listing Department, Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, 51h Floor, Dalal Street, Plot No. C/1, G Block, Mumbai 400 001 Sandra Kurla Complex, Sandra (East), Mumbai-400 051

Scrip Code : 500150

Scrip code: FOSECOIND

Dear Sirs,

Sub: Proceedings of the 62nd AGM of the Company

We wish to inform you that the 62nd Annual General Meeting (AGM) of the Company was held on Friday, 26 April 2019, at the Registered Office of the Company at Gat Nos. 922 & 923, Sanaswadi, Taluka Shirur, District Pune-412 208.

Please find enclosed herewith the Summary of the Proceedings of the AGM, marked Annexure A.

Kindly take the same on record.

Yours faithfully,

For FOSECO INDIA LIMITED

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Mahendra Kumar Dutia Controller of Accounts and Company Secretary

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Foseco 1s a brand of the Vesuvius Group

Foseco India Limited Gat Nos. 922 & 923, Sanaswadi, Taluka Shirur, District Pune- 412 208. Maharashtra (INDIA) Tel: +91 (0) 2137 668100 / Fax: +91 (0) 2137 668160 / www.vesuvius.com/www.fosecoindia.com I CIN : L24294PN1958PLC011052

� FOSECO

Foseco India Limited

Annexure A

Sub: Summar of the Proceedings of the 62[nd ] AGM of the Company

The 62[nd ] Annual General Meeting (AGM) of the Company was held on Friday, 26 April 2019 at 1200 Hours (1ST) at the Registered Office of the Company at Gat Nos. 922 & 923, Sanaswadi, Taluka Shirur, District Pune-412 208.

Mr. Ravi Kirpalani, Chairperson, chaired the Meeting.

Mr. Ajit Shah, Chairperson of the Audit Committee and the Nomination & Remuneration Committee, Mr. Glenn Cowie, Mr. Guy Young and Mr. Sanjay Mathur were the other Directors present at the Meeting. The representatives of the Statutory Auditors and the Secretarial Auditors were also present at the Meeting.

After ascertaining that the requisite quorum for the Meeting was present, the Chairperson called the Meeting to order. He then informed that the Company had not received any proxy. However, the Company has received 3 representations under Section 113 of the Companies Act, 2013, from the Promoter and Promoter Group Companies. Their representatives were present at the Meeting.

The Chairperson informed the Members that the requisite documents are kept open for inspection by any person attending the Meeting. Thereafter, he took up the formal agenda as per the Notice of the AGM and with the permission of the Members present, the AGM Notice, the Directors' Report and the Audited Annual Accounts were taken as read. The Chairperson further informed that the Auditor's Report on the Annual Accounts of the Company for the financial year ended 31 December, 2018 did not contain any qualifications. observations or comments on financial transactions or matters, having an adverse effect on the functioning of the Company. Since there were no such qualifications, observations or comments, the Auditor's Report was taken as read.

The Chairperson then read out his statement giving an overview of the performance of the Company.

The Chairperson then stated that the Company has provided its Members facility to exercise their right to vote on Resolutions proposed to be considered at the 62[nd ] AGM by electronic means. The remote e-voting period began on Tuesday, 23 April 2019 at 1000 Hours (1ST) and ended on Thursday, 25 April 2019 at 1700 Hours (1ST). During this period, Shareholders' of the Company, who held shares either in physical form or in dematerialised form, as on the cut-off date being Friday, 19 April 2019 were eligible to vote by electronic means or at the AGM. Further, all those Members who were present at the Meeting can cast their votes by means of a poll that will be taken up immediately after the conclusion of this Meeting, in respect of all the Resolutions. Members who have already cast their votes electronically (through remote e-voting system) were requested to abstain from the polling process as the votes cast through remote e-voting shall prevail and voting at the Meeting will be treated invalid.

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F- co s J nrara , the I uv JS Gr•·Jp.

Foseco India Limited Gat Nos. 922 & 923, Sanaswadi, Taluka Shirur, District Pune • 412 208. Maharashtra (INDIA)

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Foseco India Limited

He then informed that the Company has appointed Rajesh Karunakaran, Practicing Company Secretary (Membership No. FCS 7 441, CP No. 6581 }, as the Scrutinizer, to scrutinise the e-voting process, in a fair and transparent manner.

The following items of business as stated in the Notice of the AGM were then transacted at the Meeting:

Resolution	Subject Matter of the Resolution
No.
1.	Adoption of the Audited Annual Accounts for the year ended 31 December 2018 together
	with the Repors of the Board of Directors and the Auditors thereon
2.	Confirmation of payment of Interim Dividends and declaration of Final Dividend on Equity
	Shares
3.	Appointment of Glenn Allan Cowie as a Director of the Company who retires by rotation
	and beina eliaible offers himself for re-annointment
4.	Ratification of the APPOintment of the Statutorv Auditors and to fix their remuneration
5.	Re-appointment of Aiit Shah as an Independent Director of the Company
6.	Aooointment of Ravi Moti Kirpalani as an Independent Director of the Comoanv
7.	Aooointment of Guy Franklin Youna as a Director of the Comoanv
8.	Re-appointment of Saniav Mathur as the Manaaina Director of the Company
9.	Ratification of the remuneration payable to the Cost Auditor for the year 2019
10.	Adoption of the new Articles of Association
11.	Approval of the Existing Material Related Party Contract and Material Related Party
	Transaction

The Chairperson thereafter invited the shareholders to put forth their observations and seek clarifications, if any, related to the Annual Report 2018 and matters related thereto.

Some of the shareholders present at the Meeting expressed their views/sought clarifications on various issues relating to the business and operations of the Company. After hearing from the shareholders, the Chairperson responded to their observations and provided clarifications.

The Chairperson then informed that the results of the remote e-voting and voting at the AGM, together with the Report of the Scrutinizer thereon, will be disclosed to the Stock Exchanges and displayed on the website of the Company.

The Chairperson thanked the shareholders for attending the Meeting and declared the Meeting as concluded.

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Foseco is a brand of the Vesuvius Group.

Foseco India Limited[Gat Nos. 922 & 923, Sanaswad1, Taluka Shirur, District Pune ][-][ 412 208. Maharashtra (INDIA) ] Tel: +91 (O) 2137 668100 / Fax: +91 (O) 2137 668160 / www.vesuvius.com/www.fosecoindia.com I CIN: L24294PN1958PLC011052