MIRA
INFORM REPORT
|
Report Date : |
15.06.2013 |
IDENTIFICATION DETAILS
|
Name : |
FOSECO INDIA LIMITED |
|
|
|
|
Registered
Office : |
Gat No 922 and 923, Sanaswadi, Pune - 411019, Maharashtra |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as on)
: |
31.12.2012 |
|
|
|
|
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
: |
The company is engaged in the manufacture of products used in the
metallurgical industry. The products are in the nature of additives and
consumables that improve the physical properties and performance of castings. |
|
|
|
|
No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (54) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 3500000 |
|
|
|
|
Status : |
Good |
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|
|
|
Payment Behaviour : |
Regular |
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|
|
|
Litigation : |
Clear |
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|
|
|
Comments : |
Subject is a well established company having a good track record. There
appears slight dip in profitability during 2012. However, general financial strength seems to be strong liquidity
position is good. Trade relations are reported to be fair. Business is
active. Payments are reported to be regular and as per commitment. The company can be considered normal for business dealings at usual
trade terms and condition. |
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 – March 31st, 2013
|
Country Name |
Previous Rating (31.12.2012) |
Current Rating (31.03.2013) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
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 No 922 and 923, Sanaswadi, Pune - 411019, Maharashtra, India |
|
Tel. No.: |
91-2137-668100 / 252940/41/44/45 |
|
Fax No.: |
91-2137-252970/252942 / 568160 |
|
E-Mail : |
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|
Website : |
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Factory : |
LOCATED AT: ·
Sanswadi, Pune,
Maharashtra, India ·
Pondicherry, India
|
DIRECTORS
As on: 31.03.2012
|
Name : |
Mr. Mukund M Chitale |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Pradeep Mallick |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Sanjay Mathur |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. David Hughes |
|
Designation : |
Director |
|
|
|
|
Name : |
Chris O’Shea |
|
Designation : |
Director |
|
|
|
|
Name : |
Mukund M Chitale |
|
Designation : |
Director |
|
|
|
|
Name : |
Christopher Nail |
|
Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Mr. R Umesh |
|
Designation : |
Compliance Officer |
|
|
|
|
Name : |
Mr. Mahendra Dutia |
|
Designation : |
Controller of Accounts and Company Secretary |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on: 31.03.2013
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
4789845 |
75.00 |
|
|
4789845 |
75.00 |
|
Total shareholding of Promoter and Promoter Group (A) |
4789845 |
75.00 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
1200 |
0.02 |
|
|
200 |
0.00 |
|
|
1400 |
0.02 |
|
|
|
|
|
|
114994 |
1.80 |
|
|
|
|
|
|
705019 |
11.04 |
|
|
25000 |
0.39 |
|
|
750201 |
11.75 |
|
|
3780 |
0.06 |
|
|
500 |
0.01 |
|
|
11012 |
0.17 |
|
|
734829 |
11.51 |
|
|
80 |
0.00 |
|
|
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 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
6386459 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
The company is engaged in the manufacture of products used in the metallurgical
industry. The products are in the nature of additives and consumables that
improve the physical properties and performance of castings. |
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 : |
Not Available |
|
|
|
|
Bankers : |
·
Standard Chartered Bank ·
ICICI Bank Limited ·
IDBI Bank Limited ·
HDFC Bank Limited ·
State Bank of India ·
Indian Overseas Bank ·
UCO Bank |
|
|
|
|
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 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 Pty Limited, Australia ·
PT Foseco Indonesia ·
Vesuvius Poland Sp.z.o.o · Vesuvius UK Limited , United Kingdom ·
Vesuvius USA ·
Vesuvius GmbH, Germany ·
Vesuvius Malaysia Sdn. Bhd. ·
Vesuvius Group SA, Belgium · Vesuvius Emirates (FZE), Dubai ·
Vesuvius India Limited · Cookson India Private Limited · Cookson Group plc., United Kingdom |
|
|
|
|
Related Parties
: |
· Cookson Overseas Limited, United Kingdom · Cookson Financial Limited, United Kingdom · Vesuvius Group Limited, United Kingdom |
CAPITAL STRUCTURE
As on: 31.12.2012
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 |
|
|
|
|
|
(Rs in Millions)
|
Share Capital |
As on 31.12.2012 |
|
Authorised |
|
|
7,500,000 (Previous Year 7,500,000) equity shares of Rs. 10 each |
75.000 |
|
|
|
|
Issued, Subscribed
and Fully Paid Up |
|
|
6,386,459 (Previous Year 6,386,459) equity shares of Rs.10 each fully paid up |
63.865 |
|
Details of shareholder’s holding more than 5% of shares in the
company |
Value (Rupees) Number of Shares Percentage |
|
Promoter Group representing 4,789,845 (Previous Year 4,789,845) shares, cumulatively representing 75% of the total paid up capital
are held by |
|
|
|
|
|
a) Cookson Group Plc, United Kingdom - Ultimate Parent Company |
5440660 |
|
|
544066 |
|
|
8.52% |
|
|
|
|
b) Foseco Overseas Limited, United Kingdom - Immediate Holding Company |
37028190 |
|
|
3702819 |
|
|
57.98% |
|
|
|
|
c) Foseco (UK) Limited, United Kingdom - Subsidiary of Ultimate Parent Company |
5429600 |
|
|
542960 |
|
|
8.50% |
|
|
|
|
2. Public
Shareholding |
|
|
Karibu Limited, United Kingdom |
7332260 |
|
|
733226 |
|
|
11.48% |
TERMS / RIGHTS
ATTACHED TO EQUITY SHARES
The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled for one vote per share. Accordingly, all equity shares rank equally with regards to dividends and shares in the Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time.
On winding up of the Company, the holder’s of equity shares will be entitled to receive the residual assets of the company after distribution of all preferential amounts in proportion to the number of equity shares held.
The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
31.12.2012 |
31.12.2011 |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
|
63.865 |
63.865 |
|
(b) Reserves & Surplus |
|
831.066 |
716.838 |
|
(c) Money
received against share warrants |
|
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending allotment |
|
0.000 |
0.000 |
|
|
|
|
|
|
(3)
Non-current liabilities |
|
|
|
|
(a) long-term borrowings |
|
80.390 |
96.230 |
|
(b) Deferred tax liabilities (Net) |
|
0.000 |
0.000 |
|
(c) Other long term liabilities |
|
3.474 |
5.214 |
|
(d) long-term provisions |
|
15.469 |
19.379 |
|
|
|
|
|
|
(4) Current liabilities |
|
|
|
|
(a) Short term
borrowings |
|
0.000 |
0.000 |
|
(b) Trade payables |
|
312.690 |
318.014 |
|
(c) Other current
liabilities |
|
40.350 |
45.766 |
|
(d) Short-term provisions |
|
62.092 |
59.948 |
|
TOTAL |
|
1409.396 |
1325.254 |
|
|
|
|
|
|
II. ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
|
311.995 |
261.459 |
|
(ii) Intangible Assets |
|
0.763 |
0.243 |
|
(iii) Capital
work-in-progress |
|
0.000 |
19.975 |
|
(iv)
Intangible assets under development |
|
0.000 |
0.000 |
|
(b) Non-current Investments |
|
0.818 |
0.818 |
|
(c) Deferred tax assets (net) |
|
7.995 |
4.831 |
|
(d) Long-term Loan and Advances |
|
114.974 |
72.831 |
|
(e) Other Non-current assets |
|
0.000 |
0.000 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
|
0.000 |
0.000 |
|
(b) Inventories |
|
92.197 |
90.868 |
|
(c) Trade receivables |
|
666.250 |
635.113 |
|
(d) Cash and cash
equivalents |
|
192.211 |
183.148 |
|
(e) Short-term loans
and advances |
|
21.487 |
55.024 |
|
(f) Other current
assets |
|
0.706 |
0.944 |
|
TOTAL |
|
1409.396 |
1325.254 |
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
|
31.12.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
|
|
63.865 |
|
|
2] Share Application Money |
|
|
0.000 |
|
|
3] Reserves & Surplus |
|
|
597.627 |
|
|
4] (Accumulated Losses) |
|
|
0.000 |
|
|
NETWORTH |
|
|
661.492 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
|
|
0.000 |
|
|
2] Unsecured Loans |
|
|
110.271 |
|
|
TOTAL BORROWING |
|
|
110.271 |
|
|
DEFERRED TAX LIABILITIES |
|
|
0.335 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
772.098 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
|
|
257.113 |
|
|
Capital work-in-progress |
|
|
0.170 |
|
|
|
|
|
|
|
|
INVESTMENT |
|
|
0.818 |
|
|
DEFERREX TAX ASSETS |
|
|
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
|
|
111.985 |
|
|
Sundry Debtors |
|
|
519.124 |
|
|
Cash & Bank Balances |
|
|
271.742 |
|
|
Other Current Assets |
|
|
1.635 |
|
|
Loans & Advances |
|
|
61.824 |
|
Total
Current Assets |
|
|
966.310 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
|
|
286.798 |
|
|
Other Current Liabilities |
|
|
93.198 |
|
|
Provisions |
|
|
72.317 |
|
Total
Current Liabilities |
|
|
452.313 |
|
|
Net Current Assets |
|
|
513.997 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
772.098 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.12.2012 |
31.12.2011 |
31.12.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Revenue from operation |
2467.456 |
2329.050 |
1858.564 |
|
|
|
Service Income |
0.000 |
0.000 |
0.883 |
|
|
|
Other Income |
16.662 |
16.688 |
41.411 |
|
|
|
TOTAL (A) |
2484.118 |
2345.738 |
1900.858 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of material consumed |
1426.306 |
|
|
|
|
|
Purchase of stock-in-trade |
72.213 |
48.454 |
|
|
|
|
Changes in inventories of finished goods and stock-in-trade |
(7.820) |
7.075 |
|
|
|
|
Employee benefit expenses |
212.185 |
192.980 |
|
|
|
|
Other expenses |
407.480 |
380.726 |
|
|
|
|
TOTAL (B) |
2110.364 |
1926.839 |
1570.851 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
373.754 |
418.899 |
330.007 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
4.645 |
1.672 |
3.396 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
369.109 |
417.227 |
326.611 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
46.522 |
42.949 |
36.771 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
322.587 |
374.278 |
289.840 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
104.437 |
121.453 |
96.862 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
218.150 |
252.825 |
192.978 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
318.675 |
224.747 |
177.693 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Interim Dividend |
44.705 |
70.251 |
63.865 |
|
|
|
Proposed Final Dividend |
44.705 |
44.705 |
44.705 |
|
|
|
Tax on Proposed Final Dividend |
7.256 |
7.256 |
7.425 |
|
|
|
Tax on Interim Dividend |
7.256 |
11.402 |
10.631 |
|
|
|
Transfer to General Reserve |
21.815 |
25.283 |
19.298 |
|
|
BALANCE CARRIED
TO THE B/S |
411.088 |
318.675 |
224.747 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Earnings |
109.367 |
86.965 |
57.675 |
|
|
|
Commission and Reimbursements |
34.676 |
46.654 |
35.328 |
|
|
TOTAL EARNINGS |
144.043 |
133.619 |
93.003 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
194.711 |
156.493 |
191.937 |
|
|
|
Capital Goods |
3.238 |
11.331 |
4.312 |
|
|
TOTAL IMPORTS |
197.949 |
167.824 |
196.249 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
34.16 |
39.59 |
30.22 |
|
QUARTERLY RESULTS
|
PARTICULARS |
31.03.2013 |
|
Type |
1st
Quarter |
|
Net Sales |
558.700 |
|
Total Expenditure |
465.100 |
|
PBIDT (Excl OI) |
93.600 |
|
Other Income |
5.600 |
|
Operating Profit |
99.200 |
|
Interest |
0.400 |
|
Exceptional Items |
0.000 |
|
PBDT |
98.800 |
|
Depreciation |
12.700 |
|
Profit Before Tax |
86.200 |
|
Tax |
28.100 |
|
Provisions and contingencies |
0.000 |
|
Profit After Tax |
58.100 |
|
Extraordinary Items |
0.000 |
|
Prior Period Expenses |
0.000 |
|
Other Adjustments |
0.000 |
|
Net Profit |
58.100 |
KEY RATIOS
|
PARTICULARS |
|
31.12.2012 |
31.12.2011 |
31.12.2010 |
|
PAT / Total Income |
(%) |
8.78 |
10.78 |
10.15 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
13.07 |
16.07 |
15.59 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
23.03 |
28.80 |
23.69 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.36 |
0.48 |
0.44 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.09 |
0.12 |
0.17 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.34 |
2.28 |
2.14 |
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 |
Yes |
|
8] |
No. of employees |
No |
|
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 |
Yes |
|
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 |
No |
|
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 |
Yes |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
No |
|
32] |
PAN of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
No |
UNSECURED LOAN
(Rs.
In Millions)
|
Long Term
Borrowings |
As on 31.12.2012 |
As on 31.12.2011 |
|
Deferred Payment Liability - Sales Tax Deferral Loan |
80.390 |
96.230 |
|
|
|
|
|
Total |
80.390 |
96.230 |
|
Note: The Sales Tax Deferral Loan of the Company is repayable in
5 equal annual instalments which commenced from April, 2011. |
||
PERFORMANCE REVIEW
The year 2012 saw India getting adversely impacted by the weakening global economic scenario. The rate of GDP growth fell to nearly 5 per cent by the end of the year. The inflation remained persistently high and the exchange rate fluctuated sharply creating a highly challenging industrial scenario in the country. The IIP (Index of Industrial Production) contracted in six out of twelve months of the year. The foundry industry segment in which the Company operates faced challenges of high input and finance costs and tight liquidity. Southern India, having the largest clusters of foundries, suffered from acute power shortage for most part of the year, thereby causing loss of production at these units.
The Directors would like to inform that the Company recorded good results in 2012 against the adverse economic and industrial scenario. It reported a record gross turnover of Rs. 2727.738 millions, Profit Before Tax of Rs. 322.587 millions and Profit After Tax of Rs. 218.150 millions.
MANAGEMENT DISCUSSION
AND ANALYSIS
Foseco has been associated with the metals industry for over 75 years and is acknowledged as a world leader in the supply of consumable products for use in the foundry industry with major facilities in Germany, USA, UK, Brazil, China, India, South Korea and Japan. The Company was founded by Eric Weiss in 1932 and is an established supplier to the Foundry Industry, from where the name Foundry Service Company was derived.
In April 2008, Foseco was acquired by Cookson Group plc., with interests in metals, electronics and ceramics. On 19 December 2012, the Cookson Group plc. was demerged resulting in formation of Cookson Group Limited, Vesuvius plc. and Alent plc. Vesuvius plc. and Alent plc. are listed on the London Stock Exchange. Subject is part of the Vesuvius plc., which includes Engineered Ceramics (Flow Control, Advanced Refractories and Foundry Technologies) and Precious Metals Processing Divisions of Cookson. There has been no change in the shareholding pattern for Subject with respect to the immediate holding / parent companies viz., Foseco Overseas Limited, Foseco U K Limited and Cookson Group Limited.
Foundries form the heart of a manufacturing based economy and typically produce castings that go into automotive, construction, heavy machinery, general engineering and mining sectors. There are approximately 4700 foundries in India out of which 80% are Small Scale Units and 10% each are Medium and Large Scale units. The large foundries are modern and globally competitive and approximately 500 units have international quality accreditations. The foundries in India have the advantage of a large domestic market as well as the international opportunities. Many leading tier 1 and 2 suppliers to automobile manufacturers have entered the Asian markets for sourcing of castings. Indian foundries have also established their footprints in Europe, USA, Japan, Middle East and other parts of Asia. The high expectations of, especially the international OEMs, with respect to quality and type of castings are driving change in the casting manufacturing processes and facilities. Further, the growing awareness and tightening legislations have led many large foundries to put in place systems to control the impact of their operations on the environment. The Indian foundries, however, need to continuously innovate to consolidate their position and remain an attractive destination for sourcing of high quality castings.
The process for manufacture of castings in each foundry has unique characteristics. Customers need to be offered specific customised solutions. Subject is acknowledged as the only company in the country that possesses the capability of offering the widest range of customised solutions to the foundry industry. It offers unique solutions in the areas related to melting, methoding, mould and core which help in producing castings with high integrity, consistent quality, improved surface finish, internal soundness and dimensional accuracy. These solutions also benefit the customer in conserving natural resources e.g. through recycling of the sand, savings in energy etc.
Foseco’s focus is on adding economic value to its customers through improved process capability, casting yield, resource utilisation, efficiency and development of new business opportunities. Consequently, Subject has established a successful “partnership” model with its customers, founded on its four core areas of strength:
PRODUCT TECHNOLOGY
Wide range of products renewed through continual innovation and preferably best-in-class.
APPLICATIONS
EXPERTISE
The applications skills required to ensure that the products deliver maximum performance.
FOUNDRY PROCESS
KNOWLEDGE
Intimate knowledge of foundry technology, customers need and processes.
PROCESS CONTROL
CAPABILITY
A range of hardware and software to optimise product performance and consistency in use.
MARKET
In the year 2012, the advanced economies of the world expanded by a mere 1.1 per cent and global exports slowed down as a result of Europe’s sovereign debt crisis. Growth momentum also dropped in various emerging market economies, notably Brazil, China and India. India’s GDP growth rate fell to nearly 5 per cent by the end of the year, partly due to these external factors but also on account of weak business confidence resulting from slow approvals for new projects, sluggish structural economic reforms and interest rate hikes aimed to rein in inflation. Inflation remained high during the year softening to about 7.1 per cent around the end, against the backdrop of rising current account deficit and rupee depreciation.
OPERATIONS
Foseco has two manufacturing plants in India, one located at Sanaswadi near Pune, and other in Puducherry. The Company offers products which range from resins, coatings, feeding systems, ferrous and non-ferrous metal treatment to greensand additives. With a pivotal strength of 225 employees, Foseco treads the path of best-in-class manufacturing practices. Each cell team owns end-to-end responsibility for the entire manufacturing process from purchase of raw materials to manufacturing with safe practices and quality assurance to final distribution. This workflow ensures that the entire cell team is responsible for safety, quality, production cost and customer service.
Operational excellence tools are progressively used to reinforce the customer service levels and reduce non-value adding processes and activities making the system more flexible and efficient. Since 2011, Subject has undertaken “Lean” as the primary model for its manufacturing operations. Since then, several activities have been undertaken, for example, training of all employees on lean tools, loss intelligence, process standardisation, 5S and visual management.
The Company continues its journey of providing safe and quality products to its customers and to be one of the best industrial enterprises in HSE standards. In 2012, the shop floor employees completed over 600 Kaizens to improve efficiency and safety in the operations. In 2013, Foseco has taken up the objective of reducing the carbon footprint from its operations.
FINANCIAL PERFORMANCE
The Company’s financial results in 2012 are impacted by the adverse external factors. In the challenging scenario
faced by the company, a series of highly innovative, proactive and effective steps were taken for review and implementation of the core strategy of solution partnering. The Balanced Scorecard of the Company was reviewed extensively and the strategy map revised to make it more focussed and aligned to current market realities and objectives. The initiatives to build the enterprise sales, in the light of liquidity problems and profitability challenges of the customers, were focussed on developing solutions for reducing waste and energy consumption and improving quality of the finished castings produced by their customers. Internally a major drive to reduce costs and expenses helped in protecting margins and keeping the operating expenses under control despite high inflation. The Solutions Partnering strategy, Balanced Scorecard approach and the hard work of the Company’s employees helped in delivering the financial results despite unfavourable market conditions.
OUTLOOK
Subject stands by its philosophy to deliver the “greatest value” to its customers. It is fully geared and well positioned to service the rapidly changing requirements of the Indian foundry industry. The Company will continue to pursue growth based on its unique strategy of Solutions Partnering, large portfolio of 400 products and a highly skilled workforce. Several initiatives have been put in place to improve its performance in 2013 and beyond. However, the unfolding economic and industrial scenario in India and globally may influence the level of growth that can be realised.
BOARD OF DIRECTORS
PRADEEP MALLICK,
NON-EXECUTIVE CHAIRMAN AND INDEPENDENT DIRECTOR
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 has 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, Pradeep Mallick worked with Crompton Greaves, Tata Exports, EMC and GENELEC in the field of Power Distribution and Power Transmission, primarily 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.
Pradeep Mallick is the Chairman of the Shareholders'/ Investors' Grievance and Remuneration Committees and a member of the Audit and Nomination Committees.
MUKUND M CHITALE,
NON-EXECUTIVE CHAIRMAN INDEPENDENT DIRECTOR
Mukund M Chitale joined the Board of Subject 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 the Chairman of the Audit and Nomination
Committees and a member of Shareholders'/Investors' Grievance and Remuneration Committees.
SANJAY MATHUR,
MANAGING DIRECTOR
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, Master of Marketing from Monash University, Australia and holds Diploma in Financial Management (Dip.FM) from ACCA, UK. Sanjay 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 Limited, Bharat Petroleum Corporation Limited. and the Shell Group. 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 Sanjay Mathur took over as Managing Director of Pennzoil-Quaker State India Limited (Pennzoil), Mumbai after its acquisition by Shell in October 2002. Sanjay Mathur is a member of the Shareholders’/Investors' Grievance Committee of the Board.
DAVID HUGHES,
NON-EXECUTIVE DIRECTOR
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 Limited., 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. Limited., 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 Limited. 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 was appointed as Non-Executive Foseco permanent non-retiring Director and took over the role of Managing Director of Foseco India Limited., moving on to the position of Regional Director Asia-Pacific in 2006. Currently he is the President of Foundry Division. David Hughes is a member of the Audit, Shareholders' Investors' Grievance, Nomination and Remuneration Committees. David Hughes holds 200 qualification shares jointly with Foseco U.K. Limited.
CHRISTOPHER NAIL,
NON-EXECUTIVE DIRECTOR
Christopher Nail was appointed as Additional Non- Executive Foseco Retiring Director at the meeting of the Board of Directors held on 20th January 2012. He graduated in Chemistry from The University of Bath in 1975 with a BSC. From 1975 to 1977, Christopher 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 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 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. Christopher Nail is a member of the Australian Foundry Institute and a past President of the Institute of Refractory Engineers, Australian Branch. Currently Christopher Nail is on the Boards of Foseco Japan Limited, Foseco Korea Limited, Foseco Pty Lt (Australia) and Vesuvius New Zealand Limited and Kzartek Inc.
Christopher Nail is a member of the Shareholders'/ Investors' Grievance and Remuneration Committees.
CONTINGENT
LIABILITIES
(Rs in Millions)
|
Sr. No. |
Particulars |
2012 |
2011 |
|
1. |
Counter Guarantees given to Banks in respect of Guarantee given by them |
2.621 |
4.088 |
|
2. |
Central Excise Demands in respect of which the Company is in Appeal |
0.769 |
0.769 |
|
3. |
Income Tax Demands in respect of which the Company is in Appeal* |
89.822 |
89.792 |
* The Company has paid an amount of Rs. 64.480 millions (previous year Rs. 31.300 millions) towards various tax demands raised by the authorities and are contesting their claim at Appellate Authorities.
STATEMENT OF STANDALONE
UNAUDITED RESULTS FOR THE QUARTER ENDED 31-MAR-2013
(Rs. In Millions)
|
Particulars |
As on 31.03.2013 Unaudited |
|||
|
1 |
Income from
operations |
|
||
|
(a) Net Sales / Income
from Operations |
553.225 |
|||
|
(b) Other Operating Income |
5.438 |
|||
|
Total Income from
Operations |
558.663 |
|||
|
2 |
Expenses |
|
||
|
|
a Cost of materials consumed |
302.254 |
||
|
b Purchase of Stock in Trade |
14.777 |
|||
|
c Changes in inventories of finished goods, work-in- progress and stock-in-trade |
0.333 |
|||
|
d Employee benefit expense |
56.969 |
|||
|
e Depreciation and amortisation expense |
12.676 |
|||
|
f Other expenses |
90.757 |
|||
|
|
|
|||
|
|
g Total Expenses |
477.766 |
||
|
3 |
Profit from Operations
before Other Income, Finance Cost and Exceptional Items (1-2) |
80.897 |
||
|
4 |
Other Income |
5.635 |
||
|
5 |
Profit from
Ordinary Activities before Finance Cost and Exceptional Items (3+4) |
86.532 |
||
|
6 |
Finance Cost |
0.373 |
||
|
7 |
Profit from
Ordinary Activities after Finance Cost but before Exceptional Items (5-6) |
86.159 |
||
|
8 |
Exceptional Items |
- |
||
|
9 |
Profit (+) / Loss
(-) from Ordinary Activities before Tax (7 + 8) |
86.159 |
||
|
10 |
Tax Expense |
28.084 |
||
|
11 |
Net Profit (+) /
Loss (-) from Ordinary Activities after Tax (9 - 10) |
58.075 |
||
|
12 |
Extraordinary Item |
- |
||
|
13 |
Net Profit (+) /
Loss (-) for the Period (11 -12) |
58.075 |
||
|
14 |
Paid-up Equity Share Capital (Rs.10/- share face-value) |
63.865 |
||
|
15 |
Reserves Excluding Revaluation Reserve as per Balance Sheet of Previous Accounting Year |
- |
||
|
16 |
Basic and Diluted
EPS (Rs.) |
9.09 |
||
|
A PARTICULARS OF
SHAREHOLDING |
|
|||
|
1 |
Public Shareholding - Number of Shares |
1596614 25% |
||
|
- Percentage of Shareholding |
|
|||
|
2 |
Promoters and Promoter Group Shareholding |
|
||
|
|
a) Pledged/Encumbered - Number of Shares |
- |
||
|
|
b) Non-encumbered |
|
||
|
- Number of Shares |
4789845 |
|||
|
- Percentage of Shares (as a % of the total shareholding of the promoter and promoter group) |
100% |
|||
|
- Percentage of Shares (as a % of the total share capital of the Company) |
75% |
|||
NOTE:
1. The results have been reviewed by the Audit Committee and approved by the Company's Board of Directors at their respective meetings held on 22nd April, 2013. The Statutory Auditors have conducted a limited review of the financial results for the quarter ended 31st March, 2013 and have expressed an unqualified opinion.
2. Figures for the preceding 3 months ended 31st December, 2012 are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. Also the figure for the first three quarters up to 30th September 2012 were only reviewed and not subjected to audit
3. The Company operates in a single business segment, metallurgical products and services, as defined by Accounting Standard 17, Segment Reporting prescribed under the Companies (Accounting Standards) Rules, 2006.
4. The Board of Directors of the Company has declared an interim dividend of Rs.1.50 per equity share of Rs. 10/- to the shareholders whose names appear on the Register of Members on 3rd May, 2013. This interim dividend will be remitted to shareholders on or before 21st May, 2013.
5. Figures for the previous periods have been reclassified to conform to the presentation adopted in this statement.
FIXED ASSETS
·
Computer Software
·
·
·
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,
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 records 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. 57.74 |
|
|
1 |
Rs. 90.64 |
|
Euro |
1 |
Rs. 77.02 |
INFORMATION DETAILS
|
Report Prepared
by : |
DPH |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--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 |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
|
|
|
|
TOTAL |
|
54 |
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 |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.