Foseco India Ltd — Annual Report 2018

Jan 25, 2019

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�
FOSECO
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25 January 2019

BSE Limited Listing Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

National Stock Exchange of India Limited Listing Department, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai-400 051

BSE Scrip Code: 500150

NSE Symbol: FOSECOIND ISIN: INE519A01011

Dear Sirs,

• Sub: 1. Audited Financial Results for the quarter and year ended 31 December 2018 2. Recommendation of the Final Dividend

3. Voluntary Delisting from the Bombay Stock Exchange

4. Other Matters

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 [SEBI (LODR)], we write to advice that the Board of Directors of the Company, at its Meeting held today i.e., 25 January 2019, have approved the following:

1. Audited Financial Results of the Company for the quarter and year ended 31 December 2018. In compliance with Regulation 33(3)(d) of the SEBI (LODR), as amended from time to time, the Board of Directors have declared that the Statutory Auditors of the Company, Price Waterhouse Chartered Accountants LLP (Firm Registration no. 012754N / N500016) have issued an Audit Report with unmodified opinion on the Annual Audited Financial Results of the Company for the year ended 31 December 2018.

In this regard, we are submitting herewith the following documents:-

• a) The Audited Financial Results of the Company for the quarter and year ended 31 December 2018; and

• b) The Statutory Auditor's Report on the Financial Results.

• Recommendation of the Final Dividend: The Board of Directors have recommended payment of a final dividend of Rs. 10/- per equity share (100%) on a paid-up equity share of Rs. 10/- each, for the financial year ended 31 December 2018, subject to approval of the Shareholders' at the forthcoming Annual General Meeting of the Company.

• Voluntary Delisting from the Bombay Stock Exchange Limited (BSE Limited): The Board of Directors have decided to delist the Company's Equity Shares from the BSE Limited. However, the Company's Equity Shares will continue to remain listed on the National Stock Exchange of India Limited. All required formalities for delisting will be completed in due course of time.

. . . .. . .. . . Foseco India Limited

■

Gat Nos. 922 & 923, Sanaswadi, Taluka Shirur, District Pune·� 412 208 Mah�a"i:�(if,it:Jlt1.:'¼ Tel:+91 (0) 2137 668100 I Fax: +91 (0) 2137 668]60 /. w�w�y��1!Viys,.c�rn{�ww�t9ssfBl!1�!�:S�f!1HllLV1?9-4P.N1�,?fPLC0110?l;,:

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FOSECO
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4. Other Matters:

• i) Re-appointment of Mr. Sanjay Mathur (DIN 00029858) as the Managing Director: Mr. Sanjay Mathur's present term of office as a Managing Director comes to an end on 31 March 2019. He is re-appointed by the Board of Directors of the Company for a period of 3 (three) years, with effect from 1 st April 2019 and ending on 31st March 2022. His re-appointment is subject to the approval of the shareholder at the next Annual General Meeting. More information on Mr. Sanjay Mathur is being filed separately.

• ii) Appointment of a Director- Mr. Guy Franklin Young (DIN 0008334721) as an Additional Director: On the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, has appointed Mr. Guy Franklin Young as an Additional Director on the Board of the Company, with effect from 25 January 2019. More information on Mr. Guy Franklin Young is being filed separately.

• iii) Amendments to the Articles of Association: The Board of Directors have adopted the new set of Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013 and Rules made thereunder. The same is subject to approval of the shareholders at the next Annual General Meeting.

The Meeting of the Board of Directors commenced at 1200 hours and concluded at 1630 hours.

You are requested to take the above information on record.

Yours faithfully, For Foseco India Limited

�' Mahendra Kumar Dutia Controller of Accounts and Company Secretary

Enclosing: as above

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Foseco 1s a brand of the Vesuvius Group.

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

Foseco India Limited

Registered Office: Gal Nos. 922 & 923. Sanaswad1, Taluka Shrrur. District Pune- 412208 Tele: +91 2137668100. Fax: +91 2137 668160 Website: www.fosecoindia.com. E�mail ID: mvestor.gnevance@vesuv1us.com

FOSECO

Corporate ldenbty Number: L24294PN1958PLC011052

Statement of unaudited results for the quaner and year ended 31 December 2018

								(AU hauros 1n Ruooos Lakhs)	(AU hauros 1n Ruooos Lakhs)	(AU hauros 1n Ruooos Lakhs)
Sr. No 1	.	Pariculars Current 3 months ended 31-Dec-2018 Unaudtted 1 Refe• nhte-2• Income from Operations a Revenue from Operations (refer note 4) 8,916 40 b Other Income 119 13 Totil Income from Operttions ta to b) 9,035.53					Preceding Corresponding 3 months ended3 months ended I the previous yea 30-Sep-2018 31-Dec-2017 Unaudited Unaudited 1 R•f•r note-21 9.109.0• 9,188.96 92 16 91.96	n r	Current Accounting Year Ended 31-Dec-2018 Audited 36.21558 44270 36,658.28	Previous Accounting Year Ended 31-Dec-2017 Audited 37 868.79 253.04 38,121.83
				to b) 9,035.53			9,201.20 9,280.92
2	Expenses a Cosl of materias consumed 4,904 01 b Purhase of Stoel ,n Trade 1538 C Changes in Inventories of Finished Goods, Work•ln•Progress 62 86 and Stock-in-Trade d Excise duty 8 Employee benefit expense 977 44 f Finance costs 0 83 g Deprec1al1on and amort1saton oxpense 10204 h Other expenses 1,694.56 TotalExpenses (atohi 7,895.60						5,206.22 5,512.60 165 05 93 88 40.93 55 54 825 58 726 81 0 70 11 45 117.35 13113 1,517 79 1,534.9		20,883 51 60880 20 62 3,44818 2087 45390 6.21514	20 790.18 56889 (27 81) 2.1093? 3,087 19 3526 534 13 6,207 63
						7,895.60	7,873.62 8,066.37		31,651.02	33,304.79
3	Profit before tax					1,139.93	1,327.58 1,214,55		5,007.26	4,817.04
4	Tax Expense
	Cu		rrent Tax (net)			44996	47500 45312		1,841.96	1.688 61
5 6	De Total Tax NetProfit		ferred Tax charge/ (cre<tt) Expense			(12 27)	(12 80) (21W)		(3835)	(28 98) 1,659.63
						437.69	462.20 431.86		1,803.61
			for the Period			702.24	865,38 782.69		3,203.65	3,157.41
	Other comprohonslvc income, net of income tax
	• Items that WIii not be redass1f1ed to proft or Joss
	IRemeasurement of dnfinea employee benefit plans					(87 76)	(17 25) (5364)		(124 51) 43 51	(39.00) 13 50
	IIIncome tax relating to remeasurement of defined benefit plan Total other comprehensive Income, net of Income tax					30.71	4.28 18.52
						(57 05) (7 97) (35 12) 645.19 857.41 747.57			(81.00)	(25.50)
7	Total comprehensive Income for the period (5 +J. 6)								3,122.65	3,131.91 638.65
8	Paid up Equity Share Capital (Face Value R				s.10/· per share)	638.65 638.65 638.65			638.65
9	Earnings per equity share (not annualised) Basic and diluted earnings per share								5016	49 44 13976 78
					(In Rs.)	1100 13 55 12.26
1	0 Reserves Excluding Revaluation Reserve a Balance Sheet of Previou5 Accounling Y@ir				s per Audited				14 972 15

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Page 1 of 3

Statement of Assets and Llabllltles as at December 31, 2018

			(All f1a	(All f1a	ures in Ruooes Lakhs)	ures in Ruooes Lakhs)
Pariculars A ASSETS 1 Non-Current Assets (a) PropMy plant and equipment (b) Capital wol1-1n-progress {C) Othor 1ntang1ble assets (d) Financial Assets 1.Loans (e) Deferred tax assets (net) 10 Income tax assets (net) (g) Other non-curren1 assets Total Non-CurrentAssets 2 Current assets (a) lnvon1ones (b) F1nanoal assets 1Trade receivables 11 Cash and cash equ11alents mBank balances other than(111)above IVLoans v Other tinanc,al assets {c) Income lax assets (net) (d) Other current assets Total Current Assets TOTAL ASSETS			Current Accounting Year Ended 31-Dec-2018 Audited 1,97004 595.95 6543 30513 30003 18267			Previous Accounting Year Ended 31-Dec-2017 Audited
						2 277 41 115.27 0.07 52 0 223 27 331 34 4 91
	Total Non-CurrentAssets			3,419.25		3,004.33
	Current assets lnvon1ones F1nanoal assets 1Trade receivables 11 Cash and cash equ11alents mBank balances other than(111)above IVLoans v Other tinanc,al assets Income lax assets (net) Other current assets			2 097 82 8 700 95 9 239 08 7682 1340 26 55 16704 10497		1,671.15 10,057 59 7,175 59 77 87 7 93 2084 7912
	Total Current Assets TOTAL ASSETS			20,426.63 23,845,88		19,090.09 22,094.42
B (a) (b)	EQUITY ANO LIABILITIES EQUITY Equity share caprtal Other Equity
				638.65 14,972 15		638.65 13,926.78
	Total Equity LIABILITIES		15,610.8		0	14,565.43
~~,~~ (a) (bi 2 (a) lb) (cl	Non-Current Llabllltles Fmancial tlablllues 1.Other flnanc,al 1,ao,1,ues Provisions			18676 47 21		10738 20.35
	Total Non.current Uabllltles Current Llabllltle5 F1nancial li&billt1es 1.Tradepayabes - Total ou1stand1ng dues of micro ontcrpnscs and small enterpnses - Total ou1s1anding dues of croditors other than micro enterpnses and small enterpnses m Other financial l1ab1l1tes Other current lab1ht1es Provisions Total Current Liabilities			233.9	7	127.73
				47 65 6,972 58 5878 20203 230 07 8,001.11		79 03 6,270 29 499 33 387 54 165 07 7,401.26
	Total Llabllltles TOTAL EQUITY AND LIABILITIES		8,235.08 7,528.99 23,845.88 22,094.42

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Pago 2 of 3

NOTES:

• t The rnsults have boe11 ,ev,ewed by the Audit Commtltee and appfo11£1d by the Company's Board of Directors at their rcspeCbve meetings held on Jan1 . 1ary 25th, 2019 The statutory auditors have cameo out the audit for the year ended 31 Decemoor 2018 and have issued an unmodified op1mon.

• 2 Figures of the quarter ended 31 December 2018 and 31 December 2017 are the balanc,og figures between audited figures in respect of the relevant full f1nanetal year and 11'\e published year to date figures up to third quarto, of relovam finanaal year

• 3 The Company has adopted Indian Accounting Standards (Ind AS) notJfied by the Ministry of Corporate Affairs beginning January 1, 2018 with a trans1t1on date of January 1, 2017

• 4 Goods and Service Tax (GST) has been ettoct1ve from July t 2017 Consequently, exose duty, value added tax (VAT), service tax, etc have been replaced with GST Unul June 30, 2017 'Sale of products' included the amount of excise duty recovered on sates Wrth erfect rrom July 1, 2017, 'Sale of products' excludes the amount or GST recovered. Accord1ng1y, revenue from 'Safe of products' and 'R�venue trom operations· for the year ended December 31. 2018 are not comparao1e with thoso of tho prov1ous :,,car

• The Board of D1rectors of the Company has reeommcndoc payment of a final d1vtdond or Rs 10/ (100%) on a pa1d-u0 equ11y share of Rs 10/- each for tho financ,al year ended Ji December 2018, subject to the Shareholders· approval a1 tho forthcoming Annual General Meeting This 1n add11..1on 10 2 interim d1v1dends aggregaung to Rs 15/- (150%) per share bongs the cumula11ve d1v1den-d for the financial year to Rs 25/· (250%) per share

• 6 The mconoltallon of net profit reooned m accordance wtth Indian GAAP to total comprehensive income in accordance with Ind AS 1s as under fh1s rcconcihat,on statement has bean prepared m accordance Wlth SE0l tn'evl.1r CIRJCFD/FAC/62/20161ssucd on July 5. 2016

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Description ,or 3 months Previous Year
period ended In the
Ended
previous year 31-Dec-2017
31-Oec-2017
,o .. 1 akhst (Rs. Lakhs)
Net profit as per prevlOlls GA.AP (Indian GMP) 747 57 3,131.91
Remeasurement of dofinod employee benefit plans 5364 39 00
Tax Expense (1852) (13 50)
Net profit as per Ind AS 78269 3,157 41
Other comprehensive 111come not of income tax (35 12) (2550)
Total comprehensive Income for the: period 747.57 3,131.91
7 Reconahat1on of total equity as at 31 December 2017 as reported 1n accordance With Indian GAAP and IND-AS ls as under
Description Year ended
31 December 2017
To1a1 equ11y as por previous GAAP ( Indian GAAP) 14,565 43
Ind AS adJUStments
Total equity•• per Ind AS 14,565.43
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• 7 Reconahat1on of total equity as at 31 December 2017 as reported 1n accordance With Indian GAAP and IND-AS ls as under

• 8 The Company has only one reportable segmanl, motallurgica1 products and services. 1n accordance with Ind AS 10B • "Operaung Segments··, not1fiod pursuant to the Companies (Indian Accounting Standards) Rules 2015

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9 Previous GAAP figures have been reclassified I rogrouped lo conform to !ho prcsontat1on requ1rernents under Ind AS and the requirements laid down 1n 01v1s1on II to the
Schedule Ill of the Companies Act. 2013
oa,e 25th January 2019 ForFOSECOINDIA�ED
Place Pune
� ��
�ur
Managing Director
DIN : 00029858
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Page 3 of 3

Price Waterhouse Chartered Accountants LLP

The Audit Committee Foseco India Limited, Gat Nos. 922 & 923, Taluka- Shirur, Sanaswadi, Maharashtra - 412208

January 25, 2019

Dear Sirs,

Independence Discussions

We have been engaged to audit the financial statements of Foseco India Limited ("the Company") for the year ended December 31, 2018. As the Statutory Auditors of the Company in India, we are required to follow Standard on Auditing (SA) 260 (Revised) - Communication with Those Charged with Governance. SA 260 requires that we communicate in writing with those charged with governance regarding auditor independence.

The India operating firms comprise of Lovelock & Lewes (FRN 301056£), Price Waterhouse (FRN 301112E), Price Waterhouse, Bangalore (FRN 007568S), Price Waterhouse & Co Bangalore LLP (FRN 007567S/S200012), Price Waterhouse & Co Chartered Accountants LLP (FRN 304026E/E300009), Price Waterhouse Chartered Accountants LLP (FRN 012754N/N500016), Price Waterhouse & Co (FRN 050032S), Dalal & Shah LLP (FRN 102021W/W100110), Dalal & Shah Chartered Accountants LLP (FRN 102020W/W100040), Choksey Bhargava & Co LLP (FRN 000059N/N500010), Price Waterhouse & Co LLP (FRN 016844N/N500015) (the "Firms"), PricewaterhouseCoopers Professional Services LLP, PricewaterhouseCoopers Private Limited ("PwCPL") and PricewaterhouseCoopers Bangladesh Private Limited. Assurance services are rendered by the Firms and tax and advisory services are rendered by the firm Price Waterhouse & Co LLP (FRN 016844N/N 500015), PricewaterhouseCoopers Professional Services LLP, PricewaterhouseCoopers Bangladesh Private Limited and PwCPL.

The Firms, PwCPL, PricewaterhouseCoopers Professional Services LLP and PricewaterhouseCoopers Bangladesh Private Limited are member finns of the PricewaterhouseCoopers global network of firms ("PwC").

Each member firm of the PwC network is independently owned and operates as a separate legal entity. PwCPL or PricewaterhouseCoopers Professional Services LLP or PricewaterhouseCoopers Bangladesh Private Limited are not "associated concerns" as defined in the Guidelines for members of the ICAI, Council Guidelines No.1- CA (7)/02/2008 dated August 8, 2008 of the Firms.

For the purposes of SA 260, independence is measured by the Firms individually in compliance with the following ("Independence rules"):

• (a) Guidance Note on Independence of Auditors;

• (b) The Code of Ethics, as issued by the ICAI, to ensure Independence of Auditors; The Cha1tered Accountants Act, 1949; and The Chartered Accountants Regulations, 1988; and

• (c) The Companies Act, 2013 including the Standards on Auditing, as may be applicable .

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........ ,, ......................................................... ..... ---· ................................................................................. .

Price Waterhouse Chartered Accountants LLP, 7th Floor, Tower A - Wing 1, Yerwada, Pune - 411 006

T: +91 (20) 41004444, F: +91 (20) 41006161

Registered office and Head office: Sucheta Bhawan, 11A Vishnu Oigambar Marg. New Delhi 110 002

Price WatertiO<Jse (a Partnership Firm) converte<J into Price Waterhouse Chartered Accountants LLP (a Limited Liability Partnership with , entity no: LLPIN AAC-5001) with effect from July 25, 2014. Post its conversion to Price Watemouse Chartere<J Accountants LLP. Its !CAI registration number Is 012754N/NS00016 (ICAI registration number before conversion was 012754N}

Price Waterhouse Chartered Accountants LLP

Foseco India Limited

Independence Discussions with the Audit Committee Page 2 of2

Under the above independence rules, we are not aware of any relationships between Price Waterhouse Chartered Accountants LLP (FRN 012754N/ N500016) and the Company that, in our professional judgement, may reasonably be thought to bear on our independence which have occurred since February 01, 2018, the date of our last letter, through the date of this letter.

We further report total fees charged during the period covered by the financial statements for audit and non-audit services provided by Price Waterhouse Chartered Accountant LLP (FRN 012754N/ N500016) to the Company and components controlled by the Company:

	Engagements Statutory Audit and Group Reporting LimitedReviewofQuarterly Results Audit of Taxaccounts and Tax Audit Total	Charged during the year 34,98,427 10,50,000 7,00,000 !')2.Ll.8,427

Notes:

1. Amount is excluding GST and out of pocket expenses.

2. The above fees charged do not include an element of contingent fees.

Outstanding Fees

There are no significant amounts of fees that have remained unpaid with respect to the professional services rendered by Price Waterhouse Chartered Accountant LLP (FRN 012754/N500016) to the Company prior to the issuance of our audit report.

This report is intended solely for the use of the Audit Committee, the Board of Directors, management, and others charged with governance within the Company and should not be used for any other purposes.

We look forward to discussing with you the matters addressed in this letter as well as other matters that may be of interest to you at the forthcoming Audit Committee meeting on Janua1y 25, 2019. We will be prepared to answer any questions you may have regarding our independence as well as other matters.

We would ask the Audit Committee to consider the matters in this report and to confirm that they concur with our conclusion on our independence and objectivity.

Yours faithfully,

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Amit Borkar Price Waterhouse Chartered Accountant LLP ( FRN 012754N/ N500016)