Foseco India Ltd — AGM Information 2020

Aug 18, 2020

Foseco India Limited

Taluka Shirur, District Pune – 412208 Tele: +91 (0)2137 668100, Fax: +91 (0)2137 668160, Website: www.fosecoindia.com, E-mail ID: investor.grievance@vesuvius.com

Notice to the Members

NOTICE IS HEREBY GIVEN THAT the 63[rd] Annual General Meeting of the Members of Foseco India Limited will be held on Thursday, 10 September 2020 at 1430 Hours (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM), to transact the businesses as mentioned below. The venue of the meeting shall be deemed to be the

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31 December 2019, the Statement note annexed to, or forming part of, the aforementioned documents, together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Guy Franklin Young (DIN: 08334721) , who retires by rotation and being eligible,

SPECIAL BUSINESS:

1. Appointment of Anita Belani as an Independent Director of the Company

Ordinary

• Resolution :

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force), Anita Belani (DIN: 01532511) , who was appointed as an Additional Director of the Company, pursuant to eligible for appointment and that she meets the criteria of independence as provided in Section 149(6) of the Act and Remuneration Committee and approval of the Board of Directors under Section 160 of the Act be and is hereby

1. Appointment of Karena Cancilleri as a Director of the Company

Ordinary

• Resolution :

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Annual Report 2019

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force), Karena Cancilleri (DIN: 08598568) , who was appointed as an Additional Director of the Company, pursuant Director, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors under Section 160 of the Act be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.”

6.

2020

Ordinary

Resolution :

Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory of Rs. 4,00,000/- (Rupees four lakh only) plus Goods and Services Tax at the applicable rates and reimbursement 000240) who have been appointed by the Board of Directors of the Company, for conducting the audit of the cost

7. Payment of commission to Independent Directors of the Company

Special

Resolution :

Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

Section 198 of the Companies Act 2013, be paid as commission to the Independent Directors of the Company, or some or any of them, in such amounts or proportions, as may be determined by the Board of Directors from time to time and in default of such determination equally amongst them, such payments shall be made in respect of the December 2024.”

sitting fees paid to them for attending the Board / Committee Meetings of the Company.”

Gat Nos. 922 & 923, Sanaswadi, Taluka Shirur, District Pune 412 208

By Order of the Board of Directors

Mahendra Kumar Dutia

Controller of Accounts & Company Secretary

Annual Report 2019

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NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘Act’) with respect to Special Businesses as set out above is annexed hereto. Further, disclosures as required under the Securities and Exchange and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’) with respect to details of Directors who are proposed to be appointed / re-appointed is set out in the Explanatory Statement.

2. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be

3. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 4 September 2020 to Thursday, 10 September 2020 (both days inclusive) .

4. Members holding shares in identical order of names in more than one folio, are requested to write to the Company’s Patil Road, Pune - 411 001 (Phone No. 020-2616 1629 / 2616 0084, Email: pune@linkintime.co.in) enclosing their

5. Members are advised to register their Income Tax PAN (including that of joint holders, if any), bank account details, any change in address and/or name, submit National Electronic Clearing Service (NECS) or Electronic Clearing Service (ECS) mandates, nominations, e-mail address, contact numbers, etc., if not so done, by writing to the pune@linkintime.co.in) for

such changes to their respective depository participants.

1. Members should kindly note that transfer of securities (except in case of transmission or transposition of securities) securities are held in the dematerialised form with the depositories. Members are requested to dematerialise their physical securities if not yet done.

2. Members can avail of the facility of nomination in respect of securities held by them in physical form pursuant to the provision of Section 72 of the Companies Act, 2013. Members desiring to avail of this facility may send their the website of the Company or can be obtained from the RTA. Members holding shares in dematerialised form may contact their respective Depository Participant (DP) for availing this facility.

3. Transfer of Unclaimed/Unpaid dividends to the Investors Education and Protection Fund (IEPF): Pursuant to Section 124 of the Companies Act, 2013 read with the relevant Rules, all unclaimed / unpaid dividend remaining unclaimed / unpaid with the Company on the expiry of 7 (seven) years from the date of its transfer to the unclaimed / unpaid dividend account, will be transferred by the Company to the Investors Education and Protection Fund Account set up by the Central Government. Members are requested to write to the Company and/or Share Transfer Agents, if any dividend warrants are not encashed so that fresh / re-validated warrants could be issued by the Company. Members can visit the Company’s website www.fosecoindia.com to check the details of their unclaimed dividend under the Investors’ Section.

4. Transfer Of Equity Shares To The Investors Education And Protection Fund (IEPF): In compliance with the requirements laid down in Section 124(6) of the Companies Act, 2013 read with the 'Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016', the Company has transferred all equity shares in respect of which dividends had remained unpaid or unclaimed by the shareholders for seven consecutive years or more, to the account of the IEPF. However, the Shareholders are entitled to claim their shares

Annual Report 2019

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online application in Form IEPF-5 and sending a physical copy of the Form IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to the Company’s RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the shares, are available on the website of the IEPF www.iepf.gov.in. It may please be noted that no claim shall lie against the Company in respect of share(s) transferred to IEPF pursuant to the said Rules. The details of the shareholders whose equity shares had been transferred to the Demat Account of the IEPF is available on the website of the Company at URL: fosecoindia.com/View/ Information_on_Transfer_of_Shares_to_IEPF.aspx .

1. Procedure for Attending the AGM Through Video Conference (VC) or Other Audio Visual Means (OAVM): In Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020 (hereinafter these circulars collectively referred to as ‘MCA Circulars’) and SEBI has issued Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 (‘SEBI Circular’) and in compliance with the rd AGM by providing

2. (i) Members are requested to follow the instructions given below to attend and view the live proceedings of the AGM :

    - www.evotingindia.com using your remote e-voting credentials. The
   
    - Sequence Number) of Company will be displayed. The detailed instructions are given in **Point 17** hereinbelow.
   

   • Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password or have not registered their e-mail ID with the Company may retrieve the same by following the instructions given in Point 17 hereinbelow. Further, Members can also use the OTP based login

     • and use Internet with a good speed to avoid any disturbance during the AGM. Participants connecting

   • the Promoters, the Institutional Investors, the Directors, the Key Managerial Personnel, Statutory and Cost to the schedule time of meeting and window for joining shall be kept open till the expiry of 15 minutes after the schedule time.

   • to the AGM Notice.

3. (iv) In accordance with the MCA Circulars the physical attendance of Members has been dispensed with, since the members will not be available. Accordingly, the proxy form is not annexed to the AGM Notice.

Annual Report 2019

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• (vi) The transcript of the meeting will be uploaded on the Company’s website: www.fosecoindia.com, as soon as

• Inspection of Documents: Electronic copy of all the documents referred in the AGM Notice and the Explanatory www.evotingindia.com, during the remote e-voting period upto the date of the 63[rd] AGM. Scan copy of the ‘Register of Directors and Key Managerial Personnel and their Shareholding’ maintained under Section 170 of the Act and the ‘Register of Contract and Arrangements’ in which Directors of the Company are interested under Section 189 www.evotingindia.com.

• Electronic Dissemination of Notice & Annual Report: Electronic copy of this Annual Report and the AGM Notice are being sent to those Members whose e-mail IDs are registered with the Company/Depository Participant(s). Members who have not registered their e-mail IDs may get the same registered by sending an e-mail to the Company’s Registrar, providing necessary details like Folio No./DPID, Client ID, name and address, scanned AADHAAR Card.

• In accordance with the MCA Circulars and relaxation granted by SEBI Circular, hard copy of the Annual Report and the AGM Notice will neither be posted nor made available through courier / postal delivery. Members may also note that the Annual Report and the AGM Notice are available on the Company’s website: www.fosecoindia.com

• system during the AGM/EGM) at www.evotingindia.com.

• Corporate Representation: Corporate members / institutional investors who are members are requested to the duly authorised representative(s) by e-mail to helpdesk.evoting@cdslindia.com with a copy marked to mangesh.kulkarni@linkintime.co.in and investor.grievance@vesuvius.com, from the registered email address, authorising their representative to participate in the remote e-voting or to attend and vote at the AGM, before the

15. Member Queries with Respect to Annual Report or Businesses as Stated in the AGM Notice:

• (i) For smooth conduct of AGM proceedings, Members who wish to receive information with respect to the matters to be placed at the 63[rd] AGM, can send their request by providing their name, demat account number / folio number from their registered e-mail ID to investor.grievance@vesuvius.com, at least 48 hours in advance before the start of meeting i.e. by Tuesday, 8 September 2020, before 1430 Hours (IST) .

• (ii) Members who wish to ask questions or express their views at the AGM may register themselves as a ‘Speaker’ by sending their request by providing their name, demat account number / folio number and mobile number from their registered e-mail ID to investor.grievance@vesuvius.com, at least 48 hours in advance before the start of meeting i.e. by Tuesday, 8 September 2020, before 1430 Hours (IST) or can register online, half an hour before the start of the meeting – between 1400 Hours (IST) to 1430 Hours (IST) on Thursday, 10 September 2020 , as under:

• www.evotingindia.com using your remote e-voting credentials and join

• the meeting by following the instructions given in Point 17 hereinbelow.

Annual Report 2019

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• Once you are logged in and see the screen for 63[rd] AGM of the Company, click on ‘Chat’ option appearing on the meeting window. You need to send your request by providing your name and DPID/ Client ID/Folio Number and Mobile Number to the ‘Host’ through chat box and register yourself as a Speaker.

• room, and post questions along with their details (DPID/Client ID/ Folio No), registered e-mail ID and mobile number, to enable the Company to respond to their queries either at the meeting, if time permits, or subsequent to the meeting.

Members may note that the Company reserves the right to restrict the number of questions and number of speakers during the AGM, depending upon availability of time and for conducting the proceedings of the meeting smoothly.

1. Route Map: Route map for the venue of the 63[rd] facility.

2. Instruction for Remote Electronic Voting (Remote E-Voting):

3. I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies Obligations And Disclosure Requirements) Regulations, 2015, the Company is providing its Members facility to exercise their right to vote on Resolutions proposed to be considered at this AGM by electronic means which includes “remote e-voting” i.e, from a place other than venue of the AGM, provided by Central

The instructions for members voting electronically are as under:

• (i) The voting period begins on Monday, 7 September 2020 at 0900 Hours (IST) and ends on Wednesday, 9 September 2020 at 1700 Hours (IST) . During this period, Members of the Company, Thursday,

• 3 September 2020 will be eligible to vote by electronic means or at the AGM.

• (ii) The Members should log on to the e-voting website www.evotingindia.com during the voting period.

• (iii) Click on “Shareholders / Members” key.

• (iv) Enter the User ID

• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

OR

EASI / EASIEST e-services, he / she

can log-in at https://www.cdslindia.com from Login - Myeasi using their login credentials. After

• (vi) If Member holding shares in demat form had logged on to www.evotingindia.com and participated earlier in e-voting of any Company, then they can use their existing password.

Annual Report 2019

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For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digits’ alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company / Depository
Participant are requested to use the sequence number sent by Company’s
RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
Bank Details in your demat account or in the Company records in order to login.
OR • If both the details are not recorded with the depository or Company, please
Date of Birth
(DOB) mentioned in instruction (iv).
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• (viii) After entering these details appropriately, click on “SUBMIT” tab.

• (ix) Members holding shares in physical form will then be directed to the Company selection screen. However, Members holding shares in demat form will be directed to ‘Password Creation’ menu Kindly note that this password is to be also used by the demat holders for voting for Resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting

• (x) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.

• “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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• (xv) Once you “CONFIRM” your vote on the Resolution, you shall not be allowed to change your vote subsequently or cast the vote again. page.

• (xvii) If a Demat account holder has forgotten the changed login and password, he/she can enter the User the system.

• users can download the app from the Apple Store and the Windows Phone Store respectively. Follow the instructions as prompted by the mobile app while voting, using your moblie.

Annual Report 2019

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• (xix) In case Members have any queries or issues regarding attending AGM and e-voting, they www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com or Dalvi (022-23058542).

• (xx) All grievances connected with the facility for voting by electronic means may be addressed to or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

• II. The facility of e-voting shall also be made available at the Meeting. Members attending the Meeting who have not already cast their vote by remote e-voting facility shall be able to exercise their right at the Meeting. If any votes are cast by the Member through the e-voting available during the AGM but the Member does considered invalid as the facility of e-voting during the meeting is available only to the Member attending the meeting.

• III. The Members who have cast their vote by remote e-voting facility prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again at the Meeting. If a Member cast their vote again, then votes cast through remote e-voting facility shall prevail and voting at the Meeting will be treated invalid.

  • Thursday, 3 September 2020 . A person whose name is recorded in

• or voting at the Meeting. Any person, who becomes Member of the Company after dispatch of the Notice pune@linkintime.co.in, mangesh.kulkarni@linkintime.co.in or umesh.sharma@linkintime.co.in. However, if password / PIN for casting their vote.

• 7441, CP No. 6581), as the Scrutiniser, to scrutinise the e-voting process, in a fair and transparent manner.

• allow voting with the assistance of the Scrutiniser, by use of e-voting facility to all those Members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

• the Meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of the conclusion of the e-voting period, a consolidated Scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairperson or a person authorised by him in writing who shall countersign the same and shall declare the result of the voting forthwith.

• www.fosecoindia.com

• Chairperson or a person authorised by him in writing. The results shall also be communicated to the Stock Exchanges.

Annual Report 2019

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Annexure to the Notice of the Annual General Meeting

EXPLANATORY STATEMENTS AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013

As required by Section 102 of the Companies Act, 2013, (hereinafter referred to as “the Act”) the following Explanatory Statement setting out the material facts relating to the business mentioned under Item Nos. 4 and after of the accompanying Notice is annexed herewith.

Item No. 4

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors of the Members.

appointment after evaluating her performance and accordingly conveyed their decision to the NRC. Accordingly, the NRC of the Board in its Meeting held on the same day recommended to the Board of Directors, Anita Belani’s appointment for received from the Independent Directors as above, determined to continue with the appointment of Anita Belani as an and it is desirable to continue to avail her services as Independent Director on the Board of the Company, not liable to retire by rotation.

The Company has received declarations from Anita Belani, stating that she is eligible for appointment and that she meets 2013. She has given her consent to act as a Director of the Company.

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A copy of the draft letter of appointment as an Independent Director setting out the terms and conditions would be available for inspection by the Members electronically.

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existing Directors of the Company.

In terms of the proviso to Section 160(1) of the Act, the Board recommends the Resolution set out in Item Nos. 4 of the Notice for the approval by the Members of the Company as an Ordinary Resolution .

Save and except Anita Belani, none of the Directors, Managers or any other key managerial personnel or any of their

Annual Report 2019

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Item No. 5

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors at its Meeting held on 31 October 2019, recommended the appointment of Karena Cancilleri (DIN: 08598568), as a NonExecutive Non-Independent Director to the Board of the Company. She was nominated as a Director on the Board of the of the Annual Report.

She is a Member of the Nomination and Remuneration Committee of the Board of the Company. She has submitted a she is eligible for appointment. She has given her consent to act as a Director of the Company.

Company. She is not related to any of the existing Directors of the Company.

and it is desirable to avail her services as a Director on the Board of the Company.

as a Director. Accordingly, the Board recommends the Resolution set out in Item No. 5 of the Notice for the approval by the Members of the Company as an Ordinary Resolution .

Save and except, Karena Cancilleri, none of the Directors, Managers or any other key managerial personnel or any of their

Item No. 6

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment and remuneration at the applicable rates and reimbursement of out of pocket expenses.

Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, requires Accordingly, the Board recommends the Resolution set out in Item No. 6 of the Notice for the approval by the Members of the Company as an Ordinary Resolution .

None of the Directors, Managers or any key managerial personnel or any of their relatives, are concerned or interested,

Item No. 7

Members may recall that at the 58th Annual General Meeting of the Company held on 27 March 2015, they had approved 197 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)

Annual Report 2019

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It is proposed to continue with the payment of commission to the Independent Directors in terms of the provision of Section 197 of the Act and the rules made thereunder, in such amounts or proportions, as may be determined by the Board of 2024, and for that purpose, the Board recommends the Resolution set out in Item no. 7 of the Notice for the approval by the Members of the Company as a Special Resolution .

Save and except the Independent Directors, in their capacity of being the Directors of the Company, none of the other Directors, Managers or any other key managerial personnel or any of their relatives, is / are concerned or interested,

: By Order of the Board of Directors Gat Nos. 922 & 923, Mahendra Kumar Dutia Sanaswadi, Taluka Shirur, Controller of Accounts & Company Secretary District Pune 412 208

Details of Director(s) seeking appointment at the Annual General Meeting

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Particulars Guy Franklin Young
Date of Birth 15 November 1969
Date of Appointment
Member of the South African Institute of Chartered Accountants
Anglo American plc from 1997 to 2010, including the position of CFO of Scaw
Metals Group, the South African steel products manufacturer.
international experience in the mining and industrial sectors.
•
Membership of the Committees in all Audit Committee
(only Audit Committee and Stakeholders’
Relationship Committee are considered)
where he/she is a Director
Number of Shares held in the Company Nil
Relationship with any of the existing No
Director(s) of the Company
Particulars Anita Belani
Date of Birth
Date of Appointment
B.A.(Hons) in Economics from Miranda House, University of Delhi.
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Annual Report 2019

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Particulars Anita Belani
Has extensive human capital and consulting background to provide strategic
leadership solutions to her clients.
Responsible for CEO/ Board advisory assignments and specialised in the
industrials. Her areas of expertise included helping clients solve their business
issues through human capital solutions in such areas as change management,
development and talent management.
She was Country Head for Watson Wyatt India and was responsible for
building a successful consulting brand for the organisation.
•
•
Membership of the Committees in all Stakeholders’ Relationship Committee
•
(only Audit Committee and Stakeholders’
Audit Committee
Relationship Committee are considered)
where he/she is a Director •
Number of Shares held in the Company Nil
Relationship with any of the existing No
Director(s) of the Company
Particulars Karena Cancilleri
Date of Birth 13 February 1967
Date of Appointment 31 October 2019
Master's degree in Chemistry from University of Turin in Italy
M.B.A. from the University of Strathclyde, Glasgow, United Kingdom.
products for residential and commercial markets.
Held management positions in companies such as Shell Chemicals, Kraton
•
Membership of the Committees in all Nil
(only Audit Committee and Stakeholders’
Relationship Committee are considered)
where she is a Director
Number of Shares held in the Company Nil
Relationship with any of the existing No
Director(s) of the Company
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Annual Report 2019