Foseco India Ltd — Annual Report 2018

Jan 25, 2019

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, 5 th 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.
• 1. 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.
• 1. 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.

. . . .. . .. . .

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

Foseco 1s a brand of the Vesuvius Group.

ü

Foseco India LimitedRegistered Office: Gat Nos, 922 & 923. Sanaswadi, Taluka Shirur, District Pune – 412208Tela: +91 2137 668100, Fax: +91 2137 668160Website: www.fosecoindia.com, E-mail ID: investor.grievance@vesuvius.

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

					(All figures in Rucees Lakhs)
Sr.No.	Particulars	Current3 months ended	Preceding3 months ended	Corresponding3 months ended inthe previous year	CurrentAccounting YearEnded	PreviousAccounting YearEnded
		31-Dec-2018	30-Sep-2018	31-Dec-2017	31-Dec-2018	31-Dec-2017
		Unaudited(Refer note-2)	Unaudited	Unaudited(Refer note-2)	Audited	Audited
1	Income from Operations
	Revenue from Operations (refer note 4)a	8,916 40	9.109.04	9,188.96	36,21558	37 868.79
	Other Incomeb	119 13	92 16	91.96	44270	253.04
	Total Income from Operations (a to b)	9.035.53	9,201.20	9,280.92	36,658.28	38,121.83
$\overline{2}$	Expenses
	Cost of materials consumeda	4.904 01	5.206.22	5,512.60	20,883 51	20 790.18
	Purchase of Stock in Tradeb	15386	165 05	93 88	60880	56889
	Changes in Inventories of Finished Goods, Work-in-ProgressCand Stock-in-Trade	6286	40.93	55 54	2062	(27.81)
	Excise dutyđ		F.	$\sim$		2,10932
	Employee benefit expense$_{\tiny{\text{G}}}$	977 44	825 58	726 81	3,44818	3,087 19
	Finance costsf	083	0.70	11.45	2087	3526
	Depreciation and amortisation expenseQ	10204	117,35	13113	45390	534 13
	Other expensesh	1.694.56	1,517.79	1.534.96	6,21514	6,207 63
	Total Expenses (a to h)	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
	- Current Tax (net)	44996	47500	45312	1,841.96	1,688 61
	- Deferred Tax charge/ (credit)	(12.27)	(1280)	(21.26)	(3835)	(2898)
	Total Tax Expense	437.69	462.20	431.86	1,803.61	1,659.63
5	Net Profit for the Period	702.24	865.38	782.69	3,203.65	3,157.41
6	Other comprohensive income, net of income tax
	a Items that will not be reclassified to profit or loss
	i Remeasurement of defined employee benefit plans	(8776)	(12.25)	(5364)	(12451)	(39.00)
	ii Income fax relating to remeasurement of defined benefit plan	30.71	4.28	18.52	43.51	13.50
	Total other comprehensive income, net of income tax	(5705)	(797)	(35, 12)	(81.00)	(25.50)
$\overline{7}$	Total comprehensive income for the period $(5 + 1.6)$	645.19	857.41	747.57	3,122.65	3,131.91
8	Paid up Equity Share Capital (Face Value Rs. 10/- per share)	638.65	638.65	638.65	638.65	638.65
9	Earnings per equity share (not annualised)
	Basic and dlluted earnings per share (in Rs.)	1100	13.55	12.26	5016	49.44
10	Reserves Excluding Revaluation Reserve as per AuditedBalance Sheet of Previous Accounting Year				14 972 15	13 926 78

$\frac{1}{\sqrt{2}}$

×

EDSECO NATION INDIA $\star$ SANASWADI PUNÍC N. 谴

Page 1 of 3

ò,

Statement of Assets and Liabilities as at December 31, 2018

			(All figures in Rupges Lakhs)
Particulars×		CurrentAccounting YearEnded$31 - D_0c - 2018$Audited	PreviousAccounting YearEnded31-Dec-2017Audited
A	ASSETS
1	Non-Current Assets
(a)	Property plant and equipment	1,970.04	2 2 7 7 4 1
$\langle 0 \rangle$	Capital work-in-progress	595.95	115.27
${C}$	Other intangible assets	÷	0.07
(d)	Financial Assets
	i. Loans	6543	52.06
(e)	Deferred tax assets (net)	305 13	223 27
(1)	income tax assets (net)	30003	33134
(q)	Other non-current assets	18267	491
	Total Non-Current Assets	3.419.25	3,004.33
$\overline{\mathbf{c}}$	Current assets
(a)	Inventories	2 0 9 7 8 2	1.671.15
(b)	Financial assets
	I Trade receivables	8 700 95	10,057 59
	il. Cash and cash equivalents	9 2 3 9 0 8	7,175 59
	iii. Bank balances other than (iii) above	76.82	77.87
	iv Loans	1340	7 93
	v. Other financial assets	26.55	20.84
(c)	income tax assets (net)	16704	S.
(d)	Other current assets	10497	79 12
	Total Current Assets	20,426.63	19,090.09
	TOTAL ASSETS	23.845.88	22.094.42

B	EQUITY AND LIABILITIES
	EQUITY
(a)	Equity share capital	638.65	638.65
(b)	Other Equity	14,972.15	13.926.78
	Total Equity	15.610.80	14,565.43
	LIABILITIES
1	Non-Current Liabilities
(a)	Financial liabilities
	i. Other financial liabilities	18676	10738
(b)	Provisions	47 21	20.35
	Total Non-Current Liabilities	233.97	127.73
$\overline{2}$	Current Llabilities	x
(a)	Financial liabilities
	I. Trade payables
	- Total outstanding dues of micro enterprises and smallenterprises	47 65	7903
	- Total outstanding dues of creditors other than microenterprises and small enterprises	6.97258	6.270 29
	iii Other financial liabilities	54878	499 33
(b)	Other current liabilities	20203	387 54
(c)	Provisions	230 07	165.07
	Total Current Liabilities	8.001.11	7,401.26
	Total Liabilities	8.235.08	7.528.99
	TOTAL EQUITY AND LIABILITIES	23.845.88	22,094.42

A

Page 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 aud ted 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 sa es 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 Shareho ders· 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'ev .1r CIRJCFD/FAC/62/20161ssucd on July 5. 2016

Description	,or 3 monthsperiod ended In theprevious year31-Oec-2017,o 1 akhst	Previous YearEnded31-Dec-2017(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 n accordance With Indian GAAP and IND-AS ls as under

Description	Year ended31 December 2017
To1a1 equ11y as por previous GAAP ( Indian GAAP)	14,565 43
Ind AS adJUStments
Total equity•• per Ind AS	14,565.43

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

9Previous GAAP figures have been reclassified I rogrouped lo conform to !ho prcsontat1on requ rernents 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 Place Pune ForFOSECOINDIA�ED �� �� ur Managing Director DIN : 00029858

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 .

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. ts !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	Charged during theyear
andAuditGroupStatutoryReporting	34,98,427
LimitedofReviewQuarterlyResults	10,50,000
Audit of Tax accounts and TaxAudit	7,00,000
Total	!')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,

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