MIRA INFORM REPORT

Report Date :

12.11.2012

IDENTIFICATION DETAILS

Name :	FOSECO INDIA LIMITED
Registered Office :	Gat No 922 and 923, Sanaswadi, Pune-411019, Maharashtra
Country :	India
Financials (as on) :	31.12.2011
Date of Incorporation :	22.03.1958
Com. Reg. No.:	11-011052
Capital Investment / Paid-up Capital :	Rs.63.865 Millions
CIN No.: [Company Identification No.]	L24294MH1958PLC011052
TAN No.: [Tax Deduction & Collection Account No.]	PNEF00285F
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on The Stock Exchanges.
Line of Business :	Manufacturer, Importer and Exporter of Fine Chemicals and Other Chemical Products.
No. of Employees :	229 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

A (68)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 3120000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having good track record. Available information indicates high financial responsibility of the company. Trade relations are reported to be fair. General financial position is good. Payments are reported to be usually correct and as per commitments. The company can be considered for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	Gat Nos 922 and 923, Sanaswadi, Taluka – Shirur, Pune – 412 208, Maharashtra, India
Tel. No.:	91-2137-668100 / 252940/41/44/45
Fax No.:	91-2137-252970/252942 / 568160
E-Mail :	foseco@vsnl.com
Website :	http://www.foseco.com
Factory :	LOCATED AT: · Sanswadi, Pune, Maharashtra, India · Pondicherry, India
Regional Sales Office :	LOCATED AT: · Sanswadi, Pune, Maharashtra, India · New Delhi, India · Kolkata, West Bengal, India · Chennai, Tamilnadu, India
Overseas Branch Office :	LOCATED AT: · Asean · Europe · Australia · China · East Asia · North America · South America

DIRECTORS

AS ON 31.12.2011

Name :	Mr. Mukund M Chitale
Designation :	Independent Director and Chairman
Name :	Mr. Pradeep Mallick
Designation :	Chairman
Name :	Mr. Sanjay Mathur
Designation :	Managing Director
Name :	Mr. David Hughes
Designation :	Director
Name :	Francois Wanecq
Designation :	Director
Name :	Christopher Nail
Designation :	Additional Director

KEY EXECUTIVES

Name :	Mr. R Umesh
Designation :	Compliance Officer
Name :	Mr. Aditya Jakhotia
Designation :	Controller of Accounts and Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2012

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
		As a % of (A+B)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(2) Foreign
Bodies Corporate	4789845	75.00
Sub Total	4789845	75.00
Total shareholding of Promoter and Promoter Group (A)	4789845	75.00
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	1200	0.02
Financial Institutions / Banks	200	0.00
Sub Total	1400	0.02
(2) Non-Institutions
Bodies Corporate	109715	1.72
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	647180	10.13
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	82000	1.28
Any Others (Specify)	756319	11.84
Clearing Members	2136	0.03
Trusts	500	0.01
Non Resident Indians	18774	0.29
Foreign Corporate Bodies	734829	11.51
Hindu Undivided Families	80	0.00
Sub Total	1595214	24.98
Total Public shareholding (B)	1596614	25.00
Total (A)+(B)	6386459	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	6386459	0.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Importer and Exporter of Fine Chemicals and Other Chemical Products.

Products :

ITC CODE	PRODUCT DESCRIPTION
28 and 29	Additives and consumables used un metallurgical industry for foundry and steel.

· Filters

· Ferrous/Non-Ferrous Metal Treatment

· Inoculants and Fluxes

· Sand Binders

· Metal Transfer

· Coatings

· Moulding Materials

PRODUCTION STATUS [AS ON 31.12.2011]

Licensed Capacity	Tonnes	42274
Installed Capacity	Tonnes	29267
Actual Production*
Own Production	Tonnes	28720
Outside Production	Tonnes	38

NOTE: * The installed capacity is as certified by the Management and the actual production is as per Company on which the Auditors have placed reliance.

GENERAL INFORMATION

No. of Employees :

229 [Approximately]

Bankers :

· Standard Chartered Bank

· ICICI Bank Limited

· IDBI Bank Limited

· HDFC Bank Limited

· State Bank of India

· Indian Overseas Bank

Facilities :

Unsecured Loan	As on 31.12.2011 [Rs. in Millions]	As on 31.12.2010 [Rs. in Millions]
Sales Tax Deferral Loan [The Sales Tax Deferral Loan of the Company is repayable in 5 equal annual installments from April 2011.]	106.495	110.271
TOTAL	106.495	110.271

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Ultimate Parent Company :	Cookson Group Plc., United Kingdom
Subsidiary of Ultimate Parent Company :	Foseco Holdings Limited, United Kingdom Foseco (U.K.) Limited., United Kingdom
Immediate Holding Company :	Foseco Overseas Limited, United Kingdom
Fellow Subsidiaries of Holding Company :	· Foseco International Limited, United Kingdom · Foseco (Thailand) Limited · Foseco Espanola S.A., Spain · Foseco Foundry (China) Company Limited · Foseco Korea Limited · Foseco Golden Gate Company Limited, Taiwan · Foseco Industrial e-Commercial Ltda., Brazil · Foseco Japan Limited · Foseco (FS) Limited, United Kingdom · Foseco Nederland BV. · Foseco Philippines Inc · Foseco Pty Limited, Australia · Foseco S.A.S Siege Social, France · PT Foseco Indonesia · Vesuvius Poland Sp.z.o.o · Vesuvius Emirates (FZE), Dubai · Vesuvius USA · Vesuvius GmbH, Germany · Vesuvius Malaysia Sdn. Bhd. · Vesuvius Group SA, Belgium · Vesuvius India Limited

CAPITAL STRUCTURE

AS ON 31.12.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
7500000	Equity Shares	Rs.10/- each	Rs.75.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6386459	Equity Shares	Rs.10/- each	Rs.63.865 Millions

NOTE: Of the above 47,89,845 (Previous Year 47,89,845) shares, representing 75% of the total paid up capital, are held by the Promoter Group represented by

a) Cookson Group Plc, United Kingdom with 5,44,066 (Previous Year 5,44,066) shares,

b) Foseco Overseas Limited, United Kingdom with 37,02,819 (Previous Year 37,02,819) shares and

c) Foseco (UK) Limited, United Kingdom with 5,42,960 (Previous Year 5,42,960) shares.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2011	31.12.2010	31.12.2009
SHAREHOLDERS FUNDS
1] Share Capital		63.865	63.865	63.865
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		716.838	597.627	531.275
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		780.703	661.492	595.140
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		106.495	110.271	110.500
TOTAL BORROWING		106.495	110.271	110.500
DEFERRED TAX LIABILITIES		0.000	0.335	1.373
TOTAL		887.198	772.098	707.013
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		261.702	257.113	255.262
Capital work-in-progress		20.531	0.170	9.085
INVESTMENT		0.818	0.818	0.818
DEFERREX TAX ASSETS		4.831	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	90.868	111.985	64.395
	Sundry Debtors	635.506	519.124	353.237
	Cash & Bank Balances	183.148	271.742	281.402
	Other Current Assets	0.944	1.635	2.685
	Loans & Advances	227.845	61.824	49.024
Total Current Assets		1138.311	966.310	750.743
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	288.447	286.798	182.516
	Other Current Liabilities	77.785	93.198	59.452
	Provisions	172.763	72.317	66.927
Total Current Liabilities		538.995	452.313	308.895
Net Current Assets		599.316	513.997	441.848
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		887.198	772.098	707.013

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2011	31.12.2010	31.12.2009
	SALES
		Turnover	2299.937	1858.564	1253.203
		Service Income	0.100	0.883	0.170
		Other Income	45.701	41.411	32.140
		TOTAL (A)	2345.738	1900.858	1285.513
Less	EXPENSES
		Materials and Manufacturing Expenses	1427.035	1143.397	752.121
		Personnel Expenses	197.913	168.515	125.494
		Operating and Other Expenses	301.066	258.939	181.128
		TOTAL (B)	1926.014	1570.851	1058.743
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		419.724	330.007	226.770
Less	FINANCIAL EXPENSES (D)		2.497	3.396	1.791
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		417.227	326.611	224.979
Less/ Add	DEPRECIATION/ AMORTISATION (F)		42.949	36.771	35.299
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		374.278	289.840	189.680
Less	TAX (H)		121.453	96.862	64.630
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		252.825	192.978	125.050
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		224.747	177.693	132.395
Less	APPROPRIATIONS
		Interim Dividend	70.251	63.865	12.773
		Proposed Final Dividend	44.705	44.705	44.705
		Tax on Proposed Final Dividend	7.256	7.425	7.598
		Tax on Interim Dividend	11.402	10.631	2.171
		Transfer to General Reserve	25.283	19.298	12.505
	BALANCE CARRIED TO THE B/S		318.675	224.747	177.693
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	86.965	57.675	28.773
		Commission and Reimbursements	46.654	35.328	18.216
	TOTAL EARNINGS		133.619	93.003	46.989
	IMPORTS
		Raw Materials	156.493	191.937	127.913
		Capital Goods	11.331	4.312	3.428
	TOTAL IMPORTS		167.824	196.249	131.341
	Earnings / (Loss) Per Share (Rs.)		39.59	30.22	19.58

QUARTERLY RESULTS

PARTICULARS	31.03.2012	30.06.2012	30.09.2012
Type	1^st Quarter	2^nd Quarter	3^rd Quarter
Net Sales	630.450	636.210	622.730
Total Expenditure	520.140	538.600	543.090
PBIDT (Excl OI)	110.310	97.610	79.640
Other Income	2.720	2.610	5.480
Operating Profit	113.020	100.220	85.120
Interest	0.330	0.530	1.990
PBDT	112.69	99.690	83.130
Depreciation	11.070	10.980	11.090
Profit Before Tax	101.620	88.720	72.040
Tax	32.390	28.900	23.380
Profit After Tax	69.230	59.820	48.660
Net Profit	69.230	59.820	48.660

KEY RATIOS

PARTICULARS		31.12.2011	31.12.2010	31.12.2009
PAT / Total Income	(%)	10.77	10.15	9.73
Net Profit Margin (PBT/Sales)	(%)	16.27	15.59	15.14
Return on Total Assets (PBT/Total Assets}	(%)	26.73	23.69	18.85
Return on Investment (ROI) (PBT/Networth)		0.47	0.44	0.32
Debt Equity Ratio (Total Liability/Networth)		0.83	0.85	0.70
Current Ratio (Current Asset/Current Liability)		2.11	2.14	2.43

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	PAN of Proprietor/Partner/Director, if available	No
32]	Date of Birth of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

PERFORMANCE REVIEW:

The buoyant growth in the Indian economy during 2010 continued for the first few months of the year. This growth was, however, dampened during the second half due to hyperinflation and high interest cost, weakening the economic sentiment and causing a drop in the index of Industrial Production (IIP). Weak global cues also appeared to slow down the pace of the Indian economy in the last few months of the year. The foundry industry segment in which the Company operates, correspondingly recorded growth in production levels in the first half, but faced challenges of higher input costs and liquidity, coupled with high cost of funds during the rest of the year.

The Company recorded excellent results in 2011, far exceeding the economic and industrial rate of growth. It reported a record gross turnover of Rs. 2525.300 millions, Profit before Tax of Rs. 374.300 millions and Profit after Tax of Rs. 252.800 millions.

MANAGEMENT DISCUSSION AND ANALYSIS:

Foseco has been associated with the metals industry for over 75 years and is today acknowledged as a world leader in the supply of consumable products for use in the foundry industry with a presence in 32 countries and major facilities in Germany, USA, UK, Brazil, China, India, South Korea and Japan. The Company was founded by Eric Weiss in 1932 and quickly became established as a supplier to the Foundry Industry, from where the name Foundry Service Company was derived. In April 2008, Foseco was acquired by Cookson Group Plc., which has interests in metals, electronics and ceramics. Foseco is a part of Ceramics (Vesuvius) division of the group.

Foundries form the heart of any manufacturing based economy. There are approx. 4,700 ferrous and 1,000 non-ferrous foundries out of which 80% can be classified as small-scale units and 10% each as medium and large-scale units. Foundries typically produce castings that go into different user segments. These segments can be broadly classified into automotive, construction, heavy machinery, general engineering and mining. The processes in each foundry have unique characteristics, so customers need to be provided specific customized solutions.

Foseco India Limited is acknowledged as the only Company in the country that possesses the capability of offering the widest range of solutions for producing casting of the highest standards in terms of quality, surface finish, soundness, integrity and dimensional tolerance. Its focus is on adding economic value through improved process capability, casting yield, resource utilization and efficiency and development of new business opportunities. Consequently, Foseco has adopted a “partnership” model with customers, which is founded on its three core areas of strength:

Product Technology: Its global proprietary consumable product technology.

Application Expertise: Its in-depth knowledge of its customer’s operations and the application of its products across a wide range of foundry processes.

Customer Relationships: Its conviction that customer partnership, where expertise and knowledge are shared, result in the greatest performance improvements for its customers.

The Company partners with its customers to deliver measurable improvements to the performance of its customer’s productions processes. Foseco is committed to the belief that only by creating maximum value for the customer, can a fair share of that value be retained by Foseco as profits.

MARKETS:

The global economic scenario dampened during 2011 due to the downgrade of US sovereign rating by Standard and Poor and escalation of the Eurozone crisis. The Indian economy suffered a drop in growth rates due to these international events and also due to internal problems. The annual GDP growth rate dropped to 7.7 percent in April-June 2011, 6.9 percent in July-September 2011 and 6.1 percent in the last quarter of October-December 2011. The cumulative GDP growth rate for the first three quarters (April to December) of Financial Year 2011-12 was 6.9 percent as compared to 8.1 percent during the same period in 2010.

According to the estimates of the Index of Industrial Production (IIP), the manufacturing and electricity sectors registered growth rates of 4.1 percent and 9.5 percent, respectively during April-November 2011-12, as compared to 9 percent and 4.5 percent during April-November 2010-11. During the full financial year 2011-12 the construction sector is likely to show a growth rate of 4.8 percent as against 8 percent in the previous year. The automobile industry picked up well during the beginning of 2011, opening doors for the expansion of the foundry industry in the country. The solid demand from clients led manufacturing companies to increase stocks of both finished goods and purchases, but it also kept inflation pressures firmly in place, with neither input nor output price inflation showing any signs of abating.

The foundry industry in India registered a production of 9.05 million tonnes of castings in 2010-11 and is growing at a CAGR of 6-8 percent since 2006-07 as compared to the CAGR of 15-20 percent for the Automotive Industry. This is a pointer that there is a tremendous opportunity for sustainable growth of the Foundry industry and increasing its contribution to the overall national growth. Indian foundries enjoy the dual advantage of having a huge domestic and global market potential available to them. With many foundry groups establishing their footprint in Europe, USA, Japan and Middle East, the Indian foundry industry has established itself as the key source for high quality castings.

Over the years, Foseco has earned a unique position for itself, due to its customer focused solutions partnering strategy, highly skilled workforce and a portfolio of over 400 products. It is fully geared to extract the benefits of the growing Indian economy and provide significant support to the foundry industry growth in the coming period.

OPERATIONS:

SUPPLY CHAIN:

Foseco has two manufacturing plants in India, one located at Sanaswadi near Pune and the other in Puducherry. The Company offers more than 400 products which range from resins, coatings, feeding systems, ferrous and non-ferrous metal treatment products to greensand additives.

With a pivotal strength of 229 employees, Foseco leads the path of best-in-class manufacturing practices. It has a

cellular manufacturing structure in which each cell team owns an end-to-end responsibility for the entire manufacturing process - from purchase of raw materials, production, quality assurance to final distribution and Health, Safety and Environmental management. Operational excellence tools are progressively used to eliminate non-value adding processes and activities to make the system more flexible, effective and efficient for delivering superior customer service levels. In 2011 all cell teams were trained on Lean principles and practices like Process Kaizen engineering and process standardization. Several loss reduction projects were identified and successfully completed in 2011. The 5S, visual management, standardized work, lean tools training programmes for all employees are being conducted regularly to drive and instill a Lean culture amongst all employees. Foseco continues its journey towards raising the safety and quality of its products supplied to its customers.

INFORMATION TECHNOLOGY:

The Company has effectively utilised the Information technology resource to improve its operating efficiency, process speed and controls. The entire operations of the Company are systematically handled with the help of JDEdwards ERP software. The software with its three modules, financial, manufacturing and logistics has helped the Company enhance its service levels and improve productivity and internal processes. The Java based, Customer Relationship Management (CRM) software, supports the customer service cell to respond to customer queries in a timely and informed manner. The capability of CRM has been boosted through successful adoption of the Cognos Powerplay business intelligence software, which supports swift and informed managerial decision-making.

Taking into account the extensive software usage and information flow, the Company has established an information security policy. A highly fortified virtual private network (VPN), with in-built intrusion detection systems, ensures security of IT infrastructure of the Company. To maintain its high levels of security standard the Company undergoes periodic IT audit and its IT processes are accredited to the ISO9001: 2008.

OUTLOOK:

Foseco, with its unique customer focused strategy of solutions partnering, highly skilled workforce, large portfolio of 400 products is fully geared and well positioned to service the rapidly growing technological and consumables requirements of the Indian foundry industry. The Company will stand by its philosophy of pursuing growth and generating profits through higher value creation for its customers. Several initiatives are pursued to maintain and improve its impressive track record. The unfolding economic and industrial scenario, however, will have an influence on its growth in the coming period.

BOARD OF DIRECTORS:

(a) MR. R A SAVOOR, NON-EXECUTIVE CHAIRMAN AND INDEPENDENT DIRECTOR

Mr. R A Savoor joined the Board of Foseco India Limited as an Additional Director on 24th July 2002 and was appointed as a Director by members in their meeting held on 13^th May 2003. Mr. Savoor holds a B.Sc. (Chemistry) from Ruia College and completed a 3-year course in Chemical Technology from the Department of Chemical Technology of University of Mumbai. In July 1968, Mr. Savoor started his career with Castrol India Ltd. as a management trainee and after undertaking a number of roles, retired on 24 April 2002 as Chief Executive Officer, a position he held for 12 years. Under his leadership, Castrol India Ltd. grew to become the number two lubricants Company in India and the second largest Castrol Company worldwide. During the year, Mr. Savoor was Chairman of the Nomination and the Remuneration Committees and a Member of the Shareholders’/Investors’ Grievance and Audit Committees. Mr. R A Savoor resigned from the Board on 31st December 2011 on personal grounds.

(b) MR. SANJAY MATHUR, MANAGING DIRECTOR

Mr. Sanjay Mathur was re-appointed as Managing Director for a period of three years from 1st April 2010. He is a

Bachelor of Engineering (Chemical) from Punjab University, Chandigarh and has also done Advanced Management Programme from Melbourne Business School and Master of Marketing from Monash University, Australia. Mr. Mathur has undergone numerous leadership and management development training programmes during his career. He has a wide-ranging experience across various functions and has worked with J.K. Synthetics Ltd, Bharat Petroleum Corporation Ltd. and the Shell Group in sales (retail and institutional), supply chain and marketing, prior to his appointment in Foseco. He was the Supply Chain and Industrial Sales Manager and General Manager (acting) of a Shell JV in the Middle East between 1998 and 2003. In 2003 Mr. Sanjay Mathur took over as Managing Director of Pennzoil-Quaker State India Limited (Pennzoil), Mumbai after its acquisition by Shell in October 2002. Mr. Sanjay Mathur is a member of the Shareholders/Investors’ Grievance Committee.

(c) MR. DAVID HUGHES, NON-EXECUTIVE DIRECTOR

Mr. David Hughes holds an M.A. (Natural Sciences) from Cambridge University, U.K. and the Certified Diploma in Accounting and Finance from the U.K. Association of Chartered Certified Accountants. David Hughes joined the Foseco group in 1981 working with Foseco International Ltd., U.K. in product development and then in 1983 was transferred to Foseco Inc. U.S.A., as a Product Manager. In 1985 he moved to Foseco Singapore Pte. Ltd., as Technical Sales Manager and after 3 years relocated to Foseco Philippines Inc., as President of the Company. In 1992 David Hughes became Chief Executive of Foseco ASEAN based in Thailand. In 1996 he returned to U.K. as Chemical Controller with Foseco’s parent Company, Burmah Castrol Chemicals Ltd. and then in 1997 returned to the Foseco Group in a head-office role working on acquisitions and disposals. Then in late 1999 David Hughes took over the role of Managing Director of Foseco India Ltd., moving on to the position of Regional Director Asia-Pacific in 2006. Currently he is the President of Foundry Division. Mr. David Hughes is member of the Audit Committee, Shareholders’/ Investors’ Grievance Committee, Nomination Committee and Remuneration Committee. Mr. David Hughes holds 200 qualification shares jointly with Foseco Ltd., U.K.

(d) MR. MUKUND M CHITALE, NON-EXECUTIVE INDEPENDENT DIRECTOR

Mr. Mukund M Chitale joined the Board of Foseco India Limited as an Additional Director on 27th October 2009 and was appointed as a Director by members in the Annual General Meeting held on 21st April 2010. He is a practicing Chartered Accountant since 1973, as Partner of Mukund M Chitale and Co. He was the President of The Institute of Chartered Accountants of India during 1997- 98. He was also a member of the Company Law Advisory Committee of Central Government in 1992 and 1993. He is Chairman of the Audit Committee and Nomination Committee and member of Shareholders’/Investors’ Grievance Committee and Remuneration Committee.

(e) MR. FRANCOIS WANECQ, NON-EXECUTIVE DIRECTOR

Mr. Francois Wanecq was appointed as an Additional Director at the meeting of the Board of Directors held on 21st April 2010 and was appointed as a Director in the Annual General Meeting held on 21st April 2011. Mr. Francois Wanecq holds a Bachelors Degree in Engineering from Ecole des Mines, Paris. He started his career in 1978 with French Ministry for Industry and till 1985 was Head of Research and Production Department at Oil and Gas Directorate. During 1985 to 1995 he was the Managing Director of Saint Gobain. In 1995 he joined Arjo Wiggins Appleton plc. as Chief Executive Officer and was a Member of the Board during 1999-2001. He was also a Chairman of the Management Board of Arjo Wiggins SAS during 2001-2004. Mr. Francois Wanecq is the President and CEO of the Vesuvius Group-HQ since 2005. He is a member of the Shareholders’/ Investors’ Grievance Committee and Remuneration Committee.

(f) MR. PRADEEP MALLICK, NON-EXECUTIVE CHAIRMAN AND INDEPENDENT DIRECTOR

Mr. Pradeep Mallick was appointed as Additional Non-Executive Independent Director at the meeting of the Board of Directors held on 21st October 2011 and non-executive Chairman on 20th January 2012. He is a graduate Electrical Engineer B.Tech from IIT Madras and received a Diploma in Business Management from U.K. He is a ‘Chartered Engineer’, Fellow of the Institution of Engineering and Technology (FIET), London. From 1967 to 1988, Mr. Pradeep Mallick worked with Crompton Greaves, Tata Exports, EMC and GENELEC in the field of Power Distribution and Power Transmission, primarily in managing large turnkey projects in India, Gulf, West Asia and North Africa. In 1988, he helped to establish the Finnish Company Wartsila in India as a greenfield project and led the Company as its Managing Director for 15 years till 2003. He currently serves on the Boards of several Companies as a Professional Independent non-executive Director. Besides, he is a Strategic Adviser cum Sounding Board to CEOs and an Executive Coach/ Mentor to Corporate Executives, focusing on Leadership Development. Mr. Pradeep Mallick is Chairman of the Shareholders’/ Investors’ Grievance Committee and Remuneration Committee and a Member of the Audit Committee and Nomination Committee.

g) MR. CHRISTOPHER NAIL

Mr. Christopher Nail was appointed as Additional Non- Executive Foseco Retiring Director at the meeting of the Board of Directors held on 20 January 2012. He graduated in Chemistry from The University of Bath in 1975 with a BSc. From 1975 to 1977, Nail worked with Catalin Limited, a resin manufacturer based in London, as research chemist. In 1977 he worked with Foseco International Limited in their resin binder R and D department in Nechells, Birmingham. In 1980 Mr.Christopher Nail was transferred to Foseco Pty. Limited, in Padstow, NSW., Australia as Product Manager, Binders and Coatings. In 1984 he was transferred to Foseco (FS) Limited at Tamworth, U.K. as Product Manager, Binders and Coatings. In 1988 Mr. Nail returned to Australia and progressively rose from Product Manager to Chief Executive Officer in 1998. In 2008, he relocated to Kobe, Japan to take on the position of President, Foseco Japan Limited. The position was soon to include Korea as Area Director North Asia. Christopher was the initial Chairman of BTSG (Binder Technology Steering Group) and has chaired global task forces from time to time. Mr. Nail is a member of the Australian Foundry Institute and a Past President of the Institute of Refractory Engineers, Australian Branch. Currently Christopher is on the Boards of Foseco Japan Limited, Foseco Korea Limited, Foseco Pty Lt (Australia) and Vesuvius New Zealand Limited. Mr. Christopher Nail is member of the Shareholders’/ Investors’ Grievance Committee and Remuneration Committee.

FIXED ASSETS

· Computer Software

· Freehold Land

· Leasehold Land

· Factory Buildings

· Buildings

· Plant and Machinery

· Laboratory and Office Equipments

· Furniture and Fittings

· Motor Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.53.34
UK Pound	1	Rs.86.97
Euro	1	Rs.69.43

INFORMATION DETAILS

Report Prepared by :

TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		68

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.