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Foseco India Ltd — Earnings Release 2019
Jul 23, 2020
61556_rns_2020-07-23_2127b0a0-5dd0-4e8a-a96c-3cc3bc8284c0.pdf
Earnings Release
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July 23, 2020
BSE Limited Listing Department, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
National Stock Exchange of India Limited Listing Department, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai-400 051
Scrip Code: 500150
Scrip Code: FOSECOIND
Dear Sirs,
Sub: Amended Audit Report of the Statutory Auditors
Ref: BSE Scrip Code: 500150, NSE Symbol: FOSECOIND, ISIN: INE519A01011
As intimated by us on 27 May 2020, that the Board of Directors, in its meeting held on that date, had decided to fully withdraw its recommendation on payment of a final dividend for the financial year ended 31 December 2019.
In accordance therewith, the Statutory Auditors have issued an Amended Audit Report dated 23 July 2020, to take cognizance of the withdrawal of the final dividend. The Amended Audit Report was taken on record by the Board in its Meeting held today i.e., 23 July 2020.
In compliance with Regulation 33(3)(d) of the SEBI (LODR), as amended from time to time, the Board of Directors have declared that Statutory Auditors of the Company have issued an Amended Audit Report with unmodified opinion on the Annual Audited Financial Results of the Company for the year ended 31 December 2019.
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 2019; and
- b) The Amended Report of the Statutory Auditors on the Financial Results.
Please take note that due to the withdrawal of the final dividend and issue of an Amended Audit Report by the Auditors, there is no change in the Audited Financial Results, submitted earlier with the Stock Exchanges.
The Meeting of the Board of Directors commenced at 1530 hours and concluded at 1815 hours.
You are requested to take the above information on record.
Thanking you,
Yours faithfully, For FOSECO INDIA LIMITED
Mahendra Kumar Dutia Controller of Accounts and Company Secretary


$\overline{\epsilon}$
FOSeCO India Limited
Registered Office: Gat Nos. 922 & 923, Sanaswadi, Taluka Shirur, District Pune – 412208
Tele: +91 2137 668100, Fax: +91 2137 668160
Website: www.fosecoindia.com, E-mail ID: investor.grievance@vesuviu
Statement of financials results for the quarter and year ended 31 December 2019
| (All figures in Rupees Lakhs) | ||||||
|---|---|---|---|---|---|---|
| Sr. No. |
Particulars | Current 3 months ended |
Preceding 3 months ended |
Corresponding 3 months ended in the previous year |
Current Accounting Year Ended |
Previous Accounting Year Ended |
| 31-Dec-2019 Unaudited (Refer note-2) |
30-Sep-2019 Unaudited |
31-Dec-2018 Unaudited (Refer note-2) |
31-Dec-2019 Audited |
31-Dec-2018 Audited |
||
| $\mathbf{1}$ | Income from Operations | |||||
| Revenue from Operations (refer note 4) $\mathbf{a}$ |
7,332.32 | 7,893.34 | 8,916.40 | 32,252.39 | 36,215.58 | |
| Other Income b |
236,20 | 197.72 | 119.13 | 781.26 | 442.70 | |
| Total Income from Operations (a to b) | 7,568.52 | 8,091.06 | 9,035.53 | 33,033.65 | 36,658.28 | |
| $\overline{\mathbf{2}}$ | Expenses | |||||
| Cost of materials consumed $\overline{a}$ |
4,594.95 | 4,323.23 | 4,904.01 | 17,975.93 | 20.883.51 | |
| Purchase of Stock in Trade b |
108,37 | 117.26 | 153,86 | 523.36 | 608.80 | |
| Changes in Inventories of Finished Goods, Work-in-Progress c and Stock-in-Trade |
(557.95) | (27.78) | 62.86 | (489.40) | 20.62 | |
| Employee benefit expense d |
694.13 | 916.79 | 977.44 | 3,413.44 | 3,448.18 | |
| Finance cost $\theta$ |
œ | i9 | 0.83 | 0.13 | 20,87 | |
| Deprecialion and amortisation expense 1 |
113.80 | 109.07 | 102.04 | 419.70 | 453.90 | |
| Other expenses $\boldsymbol{g}$ |
1,621.25 | 1,431.42 | 1,694.56 | 6,227.71 | 6,215,14 | |
| Total Expenses (a to g) | 6,574.55 | 6,869.99 | 7,895.60 | 28,070.87 | 31,651.02 | |
| $\overline{\mathbf{3}}$ | Profit before tax | 993.97 | 1,221.07 | 1,139.93 | 4,962.78 | 5,007.26 |
| 4 | Tax Expense | |||||
| - Current Tax (net) | 263.20 | 185.51 | 449.96 | 1,362,03 | 1,841.96 | |
| - Deferred Tax charge/ (credit) | 88,79 | 13.96 | (12.27) | 147.46 | (38.35) | |
| Total Tax Expense | 351.99 | 199.47 | 437.69 | 1,509.49 | 1,803.61 | |
| 5 | Net Profit for the Period / Year | 641.98 | 1,021.60 | 702.24 | 3,453.29 | 3,203,65 |
| 6 | Other comprehensive Income, net of income tax | |||||
| a Ilems that will not be reclassified to profit or loss | ||||||
| i Remeasurement of defined employee benefit plans | (89.27) | (7.23) | (87.76) | (110.96) | (124.51) | |
| ii Tax relating to remeasurement of defined benefit plan | 22.37 | 1.85 | 30.71 | 27.93 | 43.51 | |
| Total other comprehensive income, net of tax | (66.90) | (5.38) | (57.05) | (B3.03) | (B1.00) | |
| $\overline{7}$ | Total comprehensive Income for the period / year (5 +/- 6) | 575.08 | 1,016.22 | 845.19 | 3,370.26 | 3,122.65 |
| 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 diluted earnings per share (in INR) | 10.05 | 16,00 | 11,00 | 54.07 | 50,16 | |
| 10 | Reserves Excluding Revaluation Reserve as per Audited Balance Sheet of Previous Accounting Year |
16,500.18 | 14,972.15 |
$\beta$

Statement of Assets and Liabilities as at December 31, 2019
×
| Particulars | Current Accounting Year Ended 31-Dec-2019 Audited |
Previous Accounting Year Ended 31-Dec-2018 Audited |
|
|---|---|---|---|
| А | ASSETS | ||
| 1 | Non-Current Assats | ||
| (a) | Property, plant and equipment | 3,432.37 | 1,970.04 |
| (b) | Capital work-in-progress | 161.83 | 595.95 |
| (c) | intangible assets | 521 | × |
| (d) | Financial Assets | ||
| i Loans | 81.35 | 65.43 | |
| (e) | Deferred tax assets | 185.60 | 305.13 |
| (1) | Income tax assets (net) | 295.50 | 300.03 |
| (q) | Other non-current assets | 94.48 | 182.87 |
| Total Non-Currant Assets | 4.251.13 | 3.419.25 | |
| $\overline{2}$ | Current assets | ||
| (a) | Inventories | 1,939.95 | 2,097.82 |
| (b) | Financial assets | ||
| i. Trade receivables | 7.284.64 | 8,700.95 | |
| ii. Cash and cash equivalents | 11,107.60 | 9,239.08 | |
| iii. Bank balances other than cash and cash equivalents | 77.79 | 78.82 | |
| iv. Loans | 15.52 | 13.40 | |
| v. Other financial assets | 55.92 | 26.55 | |
| (c) | Income tax essets (net) | 24.54 | 167.04 |
| (d) | Other current assets | 108.62 | 104.97 |
| Total Current Assets | 20,614.78 | 20,426.63 | |
| TOTAL ASSETS | 24,865,91 | 23,845.88 |
| в | EQUITY AND LIABILITIES | ||
|---|---|---|---|
| EQUITY | |||
| (a) | Equity share capital | 638.65 | 638.65 |
| (b) | Other Equity | 16,500.18 | 14.972.15 |
| Total Equity | 17,138.83 | 15,610.80 | |
| LIABILITIES | |||
| $\blacktriangleleft$ | |||
| Non-Current Liabilities | |||
| (a) | Financial liabilities i. Other financial liabilities |
28.96 | 186.76 |
| (b) | Provisions | 51.84 | 47.21 |
| Total Non-Current Liabilities | 60.60 | 233.97 | |
| $\overline{a}$ | Current Liabilities | ||
| (a) | Financial liabilities | ||
| i. Trade payables | ۰ | ||
| - Total outstanding dues of micro enterprises and small enterprises |
1.08 | 47.65 | |
| - Total outstanding dues of creditors other than micro enterprises and small enterprises |
6,418.22 | 6,486.88 | |
| lii.Other financial liabilities | 711.38 | 1.034.48 | |
| (b) | Other current liabilities | 214 83 | 202.03 |
| (c) | Current tax liabilities | 89.13 | a. |
| (d) | Provisions | 211.84 | 230.07 |
| Total Current Liabilities | 7,646,28 | 8,001.11 | |
| Total Liabilities | 7.727.08 | 8,235.08 | |
| TOTAL EQUITY AND LIABILITIES | 24,885.91 | 23,845.88 |

Page 2 of 4
Statement of Cash Flow as at Financial Year Ended December 31, 2019
| (All ligures in Ruppes Lakhs) | |||
|---|---|---|---|
| Particulars | Currant Accounting Year Ended |
Previous Accounting Year Ended |
|
| 31-Dec-2019 | 31-Dec-2018 | ||
| A. Cash flow from Operating activities | |||
| Profit before tax | 4,962.78 | 5,007.26 | |
| Adjustments for: | |||
| Depreciation and Amortisation expense | 419.70 | 453.90 | |
| Provision of Doubtful Debts | 276.63 | 179 42 | |
| (Profit) on sale / disposal of property, plant and equipment | (8.92) | (2.13) | |
| Finance cost | 0.13 | 20.87 | |
| Interest income | (46466) | (337.57) | |
| Provision for doubtful debts written back | (201.77) | (49.38) | |
| Unrealised exchange (gain) / loss (net) | (2.49) | 4.44 | |
| Employee share based payment expense | 35.71 | ||
| Operating profit before working capital changes | 5,017.11 | 5,276.81 |
| Working capital adjustments for ; | ||
|---|---|---|
| (Increase) / Decrease in Trade Receivables | 1,340.31 | 1,214.05 |
| (Increase) / Decrease in Inventories | 157.87 | (426.67) |
| (Increase) / Decrease in Other financial assets | (26, 38) | (5.71) |
| (Increase) / Decrease in Other assets | (3.85) | (25.85) |
| Increase / (Decrease) in Trade Payables | (111.61) | 679.02 |
| Increase / (Decrease) in Other financial liabilities | (433.99) | 194.29 |
| Increase / (Decrease) in Other liabilities | 12.60 | (185.51) |
| Increase / (Decrease) in Provisions | (124.56) | (32 65) |
| Cash generated from operations | 5,827.50 | 6,687.78 |
| Income taxes paid (net of refunds) | (1, 125.87) | (1,977,69) |
| Net cash generated from operating activities (a) | 4,701.63 | 4.710.09 |
| B. Cash flow from Investing activities | ||
|---|---|---|
| Payments for property, plant and equipment | (1,365.45) | (806, 12) |
| Proceeds from disposal of property, plant and equipment |
14.66 | 3.35 |
| Redemption of bank deposits (with maturity more than three months) |
0.40 | 0.52 |
| Investment in bank deposits (with maturity more than three months) |
G. | (0.40) |
| Loans to employees granted | (18.04) | (18.84) |
| Interest income | 460.30 | 337.57 |
| Net cash used in investing activities (b) | (908.13) | (483.92) |
| C. Cash flow from Financing activities | ||
|---|---|---|
| Repayment of sales tax deferral loan | 12 | (64.53) |
| Interest peid | (0.13) | (20, 87) |
| Dividends paid | (1,59662) | (1,724.35) |
| Tex on dividends | (328.23) | (352.93) |
| 'Net cash used in financing activities (c) | (1,924.98) | (2, 162.68) |
| Net increase in cash and cash equivalents - (a+b+c) | 1.868.52 | 2.063.49 |
|---|---|---|
| Cash and cash equivalents at the beginning of the year | 9,239.08 | 7.175.59 |
| Cash and cash equivalents at the end of the year | 11.107.60 | 9.239.08 |
| Cash and cash equivalents comprise of : | |||
|---|---|---|---|
| Cash on hand | 1.30 | 1.51 | |
| Balances with banks | |||
| - in current accounts | 1,274.92 | 2,004.68 | |
| - in EEFC accounts | 216.38 | 87.89 | |
| Deposit with maturity of less then three months | 9,615,00 | 7.145.00 | |
| Total cash and cash equivalents | 11,107.60 | 9,239.08 |
Nole : The above Statement of Cash Flows has been prepared under the "Indirect Method" as set out in the Ind AS - 7 on Statement of Cash Flow,
$\delta$ m
Page 3 of 4
NOTES:
- The results have been reviewed by the Audit Committee and approved by the Company's Board of Directors at their respective meetings held on January 29th, 2020, The statutory auditors have carried out the audit for the year ended 31 December 2019 and have issued an unmodified opinion
- 2 Figures of the quarter ended 31 December 2019 and 31 December 2018 are the balancing figures between audited figures in respect of the relevant full financial year and the published year to date figures up to third quarter of relevant financial year
- 3 The Company has only one reportable segment, metallurgical products and services, in accordance with Ind AS 108 "Operating Segments", notified pursuant to the Companies
(Indian Accounting Standards) Rules, 2015. - 4 Effective January 1, 2019, the Company has adopted Ind AS 115 'Revenue from Contracts with Customers, replacing existing revenue recognition standards viz. Ind AS 18
• "Revenue' and Ind AS 11 'Construction Contracts'. - 5 The Board of Directors of the Company has recommended payment of a final dividend of Rs, 10/- (100%) on a paid-up equity share of Rs, 10/- each for the financial year ended 31 December 2019, subject to the Shareholders' approval at the forthcoming Annual General Meeting. This in addition to 2 interim dividends aggregating to Rs 15/- (150%) per share, brings the cumulative dividend for the financial year to Rs 25/- (250%) per share.
- 6 Pursuant to the announcement made by the Finance Ministry of the Government of india on September 20, 2019, the Company, basis their assessment opted for a lower corporate the company reception 114BAA of the Income Tex Act, 1951 as introduced by the Taxation Laws (Amendment) Ordinance, 2019 from financial year 2019-20 onwards. Accordingly, the Company receptised Provision for Income Tex and ended December 31, 2019.
7 Previous period / year figures have been regrouped/rearranged wherever considered necessary
Date: 29th January 2020 Place : Pune

Longay Mathews Sanjay Mathur
Managing Director
DIN: 00029868
Independent auditor's report To the Members of Foseco India Limited Report on the audit of the financial statements T hisreport amends our earlier report dated January 29,2020
Opinion
-
- We have audited the accompanying financial statements of Foseco India Limited ("the Company"), which comprise the balance sheet as at December 31, 2019, and the statement of Profit and Loss ((including Other Comprehensive Income), statementof changesin equity andstatement of cash flowsfor the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
-
- Inour opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2019, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.
Basis for opinion
- We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
- We draw your attention to Note 37 to the financial statements which describes the amendment to Note 34 (b) to the financial statements made subsequent to the approval of the financial statements by the Board of Directors in their meeting held on January 29, 2020, consequent to the withdrawal of the recommendation of final dividend by the Board of Directors in their Board Meeting held on May 27, 2020, for the reasons disclosed in the aforesaid Note. Our audit procedures on the subsequent events insofar as it relates to the amendment to note 34(b) are restricted solely to the aforesaid matter, and no effect hasbeen given to any other events, if any, occurring after January 29, 2020 (being the date on which the financial statements were first approved by the Boardof Directors of the Company and reported upon by us by our report of that date). Our opinion is not modified in respect of this matter.
Key audit matters
- Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements asa whole, andin formingour opinion thereon, andwe do not provide a separate opinion on these matters.
T: +91 (20) 41004444, F: +91 (20) 41006161
Registeredoffice andHead Office: Sucheta Bhawan, 11AVishnuDigambar Marg, New Delhi – 110002
Price Waterhouse(a PartnershipFirm) Converted into PriceWaterhouseChartered Accountants LLP (a Limited Liability Partnershipwith LLPidentity no: LLPINAAC-5001)with effect from July 25, 2014.Post itsconversion to Price Waterhouse CharteredAccountants LLP, its ICAIregistration number is 012754N/N500016 (ICAIregistration number before conversion was 012754N)
Price Waterhouse CharteredAccountants LLP, 7th Floor, Tower A – Wing 1, Business Bay, Airport Road Yerwada, Pune – 411 006
Foseco India Limited Independent Auditors' Report To the Members of Foseco India Limited T hisreport amends our earlier report dated January 29,2020 Page 2 of 5
Other Information
- The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board of Directors report, but does not include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the financial statements
- The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position, financial performance, changesin equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.
Foseco India Limited Independent Auditors' Report To the Members of Foseco India Limited T hisreport amends our earlier report dated January 29,2020 Page 3 of 5
- In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company'sfinancial reporting process.
Auditor's responsibilities for the audit of the financial statements
-
- Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
-
- As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- a) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
- c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- d) Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future eventsor conditions may cause the Company to cease to continue as a going concern.
- e) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, andwhether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
- We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
-
- We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.
Foseco India Limited Independent Auditors' Report To the Members of Foseco India Limited T hisreport amends our earlier report dated January 29,2020 Page 4 of 5
- From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicatedin our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
-
- As required by the Companies (Auditor's Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
-
- As required by Section 143 (3) of the Act, we report that:
- a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
- b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
- c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity andCash Flow Statement dealt with by this Report are in agreement with the books of account.
- d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
- e. On the basis of the written representations received from the directors as on December 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
- f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.
- g. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:
- i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 31 (a) to the financial statements;
- ii. The Company has long-term contracts as at December 31, 2019 for which there were no material foreseeable losses. The Company did not have any derivative contracts as at December 31, 2019.
- iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fundby the Company.
- iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended December 31, 2019.
Foseco India Limited Independent Auditors' Report To the Members of Foseco India Limited T hisreport amends our earlier report dated January 29,2020 Page 5 of 5
- The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/ N500016
Amit Borkar Partner Membership Number: 109846 UDIN: 20109846AAAADP9602
Place: Pune
Date: January 29, 2020, except as to Note 37 to the financial statements, which is as of July 23, 2020
Annexure A to Independent Auditors' Report
Referred to in paragraph 15(f) of the Independent Auditors' Report of even date to the members of Foseco India Limited on the financial statements for the year ended December 31, 2019. This report amends our earlier report dated January 29, 2020 Page 1 of 2
Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act
- We have audited the internal financial controls with reference to financial statements of Foseco India Limited ("the Company") as of December 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
- The Company's management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors' Responsibility
-
- Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemedto be prescribedunder section 143(10)of theAct to the extent applicable to anaudit of internal financial controls, both applicable to an audit of internal financial controls and both issued bythe ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
-
- Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statementsand their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controlswith reference to financial statements, assessing the risk that a material weaknessexists, and testing and evaluatingthe design and operating effectivenessof internalcontrol based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
-
- We believe that the audit evidencewe have obtained issufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls system with reference to financial statements.
T: +91 (20) 41004444, F: +91(20) 41006161
Registeredoffice andHead Office: Sucheta Bhawan, 11AVishnuDigambar Marg, New Delhi – 110002
Price Waterhouse CharteredAccountants LLP, 7th Floor, Tower A – Wing 1, Business Bay, Airport Road Yerwada, Pune – 411 006
Price Waterhouse(a PartnershipFirm) Converted into PriceWaterhouseChartered Accountants LLP (a Limited Liability Partnership with LLPidentity no: LLPINAAC-5001)with effect from July 25, 2014.Post itsconversion to Price Waterhouse CharteredAccountants LLP, its ICAIregistration number is 012754N/N500016 (ICAIregistration number before conversion was 012754N)
Annexure A to Independent Auditors' Report
Referred to in paragraph 15(f) of the Independent Auditors' Report of even date to the members of Foseco India Limited on the financial statements for the year ended December 31, 2019. This report amends our earlier report dated January 29, 2020 Page 2 of 2
Meaning of Internal Financial Controls with reference to financial statements
- A company's internal financial controlswith reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controlswithreference to financial statementsincludes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference to financial statements
- Because of the inherentlimitationsof internalfinancial controlswithreferenceto financialstatements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periodsare subjectto the risk that the internal financial control controls with reference to financial statements may become inadequate because of changesin conditions, or that the degree of compliance with the policies or proceduresmaydeteriorate.
Opinion
- In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectivelyasat December 31,2019,basedon the internalcontrol over financialreporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/ N500016
Amit Borkar Partner Membership Number: 109846 UDIN: 20109846AAAADP9602
Place: Pune Date: January 29, 2020, except as to Note 37 to the financial statements, which is as of July 23, 2020
Annexure B to Independent Auditors' Report
Referred to in paragraph 14 of the Independent Auditors' Report of even date to the members of Foseco India Limited on the financial statements as of and for the year ended December 31, 2019 This report amends our earlier report dated January 29, 2020 Page 1 of 2
- i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.
- (b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.
- (c) The title deeds of immovable properties as disclosed in Note 3(a) Property, plant and equipment to the financial statements, are held in the name of the Company.
- ii. The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by the Management during the year. In respect of inventories lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of account.
- iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties coveredin the register maintained under Section 189 of the Act. Therefore,the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
- iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
- v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.
- vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
- vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax and employees' state insurance, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.
- (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax as at December 31, 2019 which have not been deposited on account of a dispute, are as follows:
| Name of the statute |
Nature of dues | Amount (Rs. lakhs) |
Amount paid under protest (Rs. lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
|---|---|---|---|---|---|
| Income Tax Act |
Income tax | 129.36 | 129.36 | 1997-1998 | Commissioner of Income-tax (Appeals) |
| Income Tax Act |
Income tax | 11.59 | 11.59 | 2012-2013 | Income Tax Appellate Tribunal |
viii. As the Company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.
Price Waterhouse Chartered Accountants LLP, 7th Floor, Tower A – Wing 1, Business Bay, Airport Road Yerwada, Pune – 411 006
T: +91 (20) 41004444, F: +91 (20) 41006161
Registered office andHead Office: Sucheta Bhawan, 11A Vishnu Digambar Marg, New Delhi – 110002
Price Waterhouse(a Partnership Firm) Converted into PriceWaterhouseChartered Accountants LLP (a Limited Liability Partnership with LLP identity no: LLPINAAC-5001) with effect from July 25, 2014. Post its conversion to Price Waterhouse CharteredAccountants LLP, its ICAIregistration number is 01 2754N/N500016 (ICAIregistration number before conversion was 012754N)
Annexure B to Independent Auditors' Report
Referred to in paragraph 14 of the Independent Auditors' Report of even date to the members of Foseco India Limited on the financial statements as of and for the year ended December 31, 2019 This report amends our earlier report dated January 29, 2020 Page 2 of 2
- ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
- x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
- xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. Also refer paragraph 15 of our main audit report.
- xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
- xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.
- xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.
- xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
- xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/ N500016
Amit Borkar Partner Membership Number: 109846 UDIN: 20109846AAAADP9602
Place: Pune
Date: January 29, 2020, except as to Note 37 to the financial statements, which is as of July 23, 2020