Home  »  Company  »  Vesuvius India  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Vesuvius India Ltd.

Dec 31, 2015

Note - Shares held in abeyance :

In compliance with the provisions of Section 126 of the Companies Act, 2013, offer of Rights Shares of 3,920 Equity Shares out of the Rights Issue made in the year 1997 have been held in abeyance.

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares with par value of Rs. 10/- per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder, other than on show of hands, are in proportion to its share of the paid-up equity capital of the Company.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

* Subsidiary of Vesuvius pic. U.K. - the ultimate holding company.

# The companies, namely Vesuvius pic U.K., Vesuvius Holding Limited (formerly, Cookson Group pic) and Vesuvius Financial Limited (formerly, Cookson Financial Limited), all incorporated in the United Kingdom, do not hold any shares of Vesuvius India Limited directly but are holding company of Vesuvius India Limited through a chain of subsidiary holdings.

Note:

The Company has claimed deduction for cost of Tooling purchased during the relevant assessment years for the purpose of ascertaining income tax liabilty for the period till assessment year 2013-2014.

The Income tax department had disallowed the Company's claim for deduction and had allowed deduction on the basis of actual tooling's consumed. The Income Tax Appellate Tribunal (ITAT) vide its order dated December 16, 2003 has directed the department to allow expenses based on actual quantity consumed The Company has disputed such decision on the contention that the entire purchase is issued to the production process and hence should be treated as consumption and has made an application to the Hon'ble High Court at Calcutta seeking further clarifications of the ITAT order. The relevant orders from the income tax departments giving effect of ITAT order is yet to be received by the Company.

During the previous year ended 31 December 2014, the Company, for the purpose of income tax computation, has claimed deduction for depreciation on tooling on the basis of rates given in the Income fax Act from the Assessment Year 2007-08 onwards. Accordingly, adjustment for income tax liability aggregating to Rs. 364 lakhs, arising on account of the aforesaid change in the method of deduction claimed, had been accounted for in the books of account in the books of account in the previous year ended 31 December 2014.

The amount of interest/penalty, if any, that could be demanded by the Income tax department on account of the aforesaid adjustment cannot be currently ascertained and hence no provision has been made in the books of account for the same.

(ii) A counter claim has been filed against the Company before the Hon'ble High Court at Calcutta by a customer for claims aggregating Rs 749 (previous year Rs 749) regarding certain disputes relating to goods supplied by the Company in prior years.

1. Segment Reporting

i) Segments have been identified in line with the Accounting Standard 17 - Segment Reporting, taking into account the nature of products and services, the different risks and returns, the organizational structure and the internal financial reporting system. The Company is engaged in the business of manufacturing, trading and sale of refractoriness. It has manufacturing location in India only. Based on the dominant source and nature of risk and returns of the Company, its internal organization and management structure and its system of internal financial reporting, business segment has been identified as the primary segment. The Company has only one business segment.

ii) Secondary Segment - In accordance with AS - 17, geographic segments have been considered as secondary reportable segment.

Accounting policy : Segment information is prepared in conformity with the accounting policy adopted for preparing and presenting the financial statements of the Company as a whole.

Assets and additions to tangible and intangible fixed assets by geographical area : The following table shows the carrying amount of segment assets and capital expenditure during the year by geographical area in which the assets are located:

Sales by market: The following table shows the distribution of the Company's sales and service income by geographical market, regardless of where the goods were produced:

2. Related Party Disclosures as per Accounting Standard 18

A) List of Related parties and relationship

i) Enterprises having control over the Company with which no transactions have taken place during the year:

Vesuvius pic, United Kingdom - Ultimate holding company - holding company of Vesuvius Holdings Limited, United Kingdom Vesuvius Holdings Limited, United Kingdom (formerly known as Cookson Group pic) - holding company of Cookson Financial Limited, United Kingdom.

Vesuvius Financial Limited, United Kingdom (formerly known as Cookson Financial Limited) - holding company of Vesuvius Group Limited, United Kingdom.

ii) Enterprises having control over the Company with which transaction has taken place during the year and previous year:

Vesuvius Group Limited, United Kingdom - Immediate holding company.

iii) Fellow Subsidiaries (with whom transactions have taken place during the year and previous year): Name of the related parties

Avemis SAS, France

BMI Refractory Services Inc. Thailand

Foseco (Thailand) Limited, Thailand

Foseco India Limited, India

Foseco Industrial e Commercial Ltda, Brazil

Foseco Korea Limited, South Korea

Foseco Philippines Inc, Philippines

Foseco Pty Limited, Australia

PT Foseco Indonesia, Indonesia

Sert-Metal SAS, France

Vesuvius (Thailand) Co. Ltd, Thailand

Vesuvius Advanced Ceramics (China) Co. Ltd., China

Vesuvius Belgium N.V, Belgium

Vesuvius Canada Inc., Canada

Vesuvius Corporation S. A., Switzerland

Vesuvius Crucible Company, USA

Vesuvius Emirates FZE, United Arab Emirates

Vesuvius Foundry Products (Suzhou) Co. Ltd., China

Vesuvius France S.A., France

Vesuvius GmbH, Germany

Vesuvius Groups. A., Belgium

Vesuvius Iberica Refractories S.A., Spain

Vesuvius Istanbul Sanayive Ticaret AS, Turkey

Vesuvius Italia S.P.A., Italy

Vesuvius Malaysia SDN. BHD, Malaysia

Vesuvius Mexico S.A. de C.V, Mexico

Vesuvius Mid-East Limited, Egypt

Vesuvius Poland Spolka Z.o.o, Poland

Vesuvius Ras Al Khaimah FZ-LLC, United Arab Emirates

Vesuvius Refratarios Ltda, Brazil

Vesuvius Slavia,A.S., Czech Republic

Vesuvius South Africa (Pty) Limited, South Africa

Vesuvius UK Limited, United Kingdom

Vesuvius USA Corporation, USA

Vesuvius Zyarock Ceramics (Suzhou) Co. Ltd., China

Wugang Vesuvius Advanced Ceramics (Wuhan) Co. Ltd., China

Yingkou Bayuquan Refractoriness Co. Ltd., China iv) Names of Principal Group Companies / fellow subsidiaries (with which the Company neither have any transactions nor outstanding balances at current or previous year end)

Vesuvius Overseas Limited, United Kingdom (formerly, Cookson Overseas Limited, United Kingdom) v) Key Management Personnel

Mr. Subrata Roy - Managing Director, with effect from January 1, 2015

Mr. Tanmay Kumar Ganguly - Managing Director till December 31, 2014

3. Employee Benefits : Post employment benefit plans Defined contribution plans The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident and Pension Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to Provident and Pension Fund for the year aggregated to Rs. 335 (Previous Year Rs. 312).

Defined benefit plans

The Company operates two long term post-employment defined benefit plans that provide gratuity and compensated absences. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days salary for each year of completed service at the time of retirement/exit. Other long term benefits entitles the retired/exit employees to encash the accumulated leave standing to their credit on the date of their retirement. Gratuity scheme is funded by the plan assets.

The estimates of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Discount rate is based on the prevailing market yield of Indian Government securities as at the yearend for the estimated term of the obligation Assumption regarding future mortality are based on published statistics and mortality tables. The calculation of the defined benefit obligation is sensitive to the mortality assumptions.

x) Basis used to determine the Expected Rate of return on Plan Assets :

The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.

4. Provision for taxation has been recognized with reference to profit for the year ended December 31, 2015 in accordance with the provision of the Income Tax Act, 1961 and rules framed there under. The ultimate tax liability for the Assessment Year 2016-2017 will be determined on the basis of total taxable income for the year ended on March 31, 2016.

5. The management is of the opinion that its international transactions are at arm's length under the provisions of Section 92-92F of the Income Tax Act, 1961.

6. in the previous year ended December 31, 2014, a severe cyclonic storm 'Hudhud' hit India's eastern coast resulting in damages to certain assets in the Company's factories situated in Visakhapatnam. As per the best estimate of the management, insurance claim receivable aggregating to Rs. 153 had been recognized as receivable from the insurance company and adjusted against carrying cost of such assets and an amount of Rs. 23 had been provided against such damages in the previous year.

In the current year, the Company has received certain on account payments from the insurance company against the above claim and Rs. 99 is still receivable as at the year end. The management believes that the balance amount is receivable from the insurance company. Adjustments, if any, arising out of final settlement of the claim, will be made upon such settlement.

7. According to Schedule II of the Companies Act, 2013, the management based on an internal evaluation have reassessed the remaining estimated useful life of fixed assets, with effect from January 1, 2015. Accordingly, the useful life of certain assets required a change from the previous estimates. As a consequence of this change, the depreciation charge during the year ended December 31, 2015 is higher by Rs. 183. Further, based on transitional provision as provided in note 7 (b) of Schedule II of the Companies Act, 2013, depreciation amount of Rs 68 (net of deferred tax Rs 35) has been adjusted with opening Surplus (Balance in Statement of Profit and Loss) appearing in note "Reserve and Surplus". Accordingly, current year deferred tax credit, in the Statement of Profit and Loss, of Rs 294 is after above adjustment of Rs 35.

8. Corporate social responsibility expenses ("CSR") :

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The funds are utilized on the activities which are specified in Schedule VII of the Act. The utilization is done by way of contribution towards various activities.

(a) Gross amount as per the limits of Section 135 of the Companies Act, 2013: Rs. 181

(c) No contribution has been made to any related party as per Accounting Standard (AS) 18, Related Party Disclosures.

9. The Company has taken various premises under operating lease which are cancelable during the life of the contract at the option of both the parties. Minimum lease payment charged during the year to the Statement of Profit and Loss aggregated to Rs. 280 (previous year Rs. 195).

10. Previous year's figures have been regrouped and/or rearranged wherever considered necessary to confirm to current year's presentation.


Dec 31, 2014

The notes referred to above form an integral part of the financial statements

1. Unpaid dividend accounts are not available for use by the Company.

2. The above cash flow statement has been prepared under the ''Indirect Method'' as set out in the Accounting Standard on Cash Flow Statement (AS 3) notified by Companies (Accounting Standards) Rules, 2006.

3. Previous year''s figures have been regrouped and/or rearranged wherever considered necessary to conform to current year''s presentation.

The notes referred to above form an integral part of the financial statements

1. Company overview

Vesuvius India Limited ("the Company") is a public company domiciled and headquartered in India. It is incorporated under the Companies Act, 1956 and its shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company is primarily engaged in the manufacturing and trading of refractory goods. The Company also provided services in relation to refractory goods. The Company has operations in India and caters to both domestic and international markets.

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares with par value of Rs. 10/- per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder, other than on show of hands, are in proportion to its share of the paid-up equity capital of the Company.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

2. Contingent liabilities and commitments

(to the extent not provided for)

(a) Contingent liabilities :

(i) Claims against the Company not acknowledged as debts.

Description Estimated financial Uncertainties impact As at As at 31.12.2014 31.12.2013

a. Sales Tax/Value 4,841 712 Demand recived from approprite authorities in relation to sales tax vat assessment and non submission of statutory forms.

b. Income Tax 930 362 Demands received from matters appropriate authorities in relation to Income Tax including transfer pricing assessments. Also refer note below.

d. Excise Duty, 396 353 Demand recived from and customs duty approprite authorities and service in relatiom to excise duty Tax matters customs duty and Service Tax matters.



Note:

The Company has claimed deduction for cost of Tooling purchased during the relevant assessment years for the purpose of ascertaining income tax liabilty for the period till assessment year 2013-2014.

The Income tax department had disallowed the Company''s claim for deduction and has allowed deduction on the basis of actual toolings consumed. The Income Tax Appellate Tribunal (ITAT) vide order dated December 16, 2003 has directed the department to allow expenses based on actual quantity consumed. The Company has disputed such decision on the contention that the entire purchase is issued to the production process and hence should be treated as consumption and has made an application to the Hon''ble High Court at Calcutta seeking further^clarifications of the ITAT order. The relevant orders from the income tax departments giving effect of ITAT order is yet to be received by the Company.

During the current year, the Company, for the purpose of income tax computation, has claimed deduction for depreciation on tooling on the basis of rates given in the Income Tax Act from the Assessment Year 2007-08 onwards. Accordingly, adjustment for income tax liability aggregating to Rs. 364 lakhs, arising on account of the aforesaid change in the method of deduction claimed, has been accounted for in the books of account.

The amount of interest/penalty, if any, that could be demanded by the Income tax department on account of the aforesaid adjustment cannot be currently ascertained and hence no provision has been made in the books of account for the same.

3. Segment Reporting

i) Segments have been identified in line with the Accounting Standard on Segment Reporting (AS 17) notified by Companies (Accounting Standard) Rules, 2006, taking into account the nature of products and services, the different risks and returns, the organisational structure and the internal financial reporting system. The Company is engaged in the business of manufacturing, trading and sale of refractories. It has manufacturing location in India only. Based on the dominant source and nature of risk and returns of the Company, its internal organisation and management structure and its system of internal financial reporting, business segment has been identified as the primary segment. The Company has only one business segment.

ii) Secondary Segment - In accordance with AS - 17, geographic segments have been considered as secondary reportable segment.

4. Information in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures notified by the Companies (Accounting Standards) Rules, 2006.

A) List of Related parties and relationship

i) Enterprises having control over the Company with which no transactions have taken place during the year:

Vesuvius pic, United Kingdom - Ultimate holding company - holding company of Vesuvius Holdings Limited, United Kingdom Vesuvius Holdings Limited, United Kingdom (formerly known as Cookson Group pic) - holding company of Cookson Financial Limited, United Kingdom.

Cookson Financial Limited, United Kingdom - holding Company of Vesuvius Group Limited, United Kingdom.

ii) Enterprises having control over the Company with which transaction has taken place during the year and previous year:

Vesuvius Group Limited, United Kingdom - Immediate holding company.

iii) Fellow Subsidiaries (with whom transactions have taken place during the year and previous year): Name of the related parties

Vesuvius Groups. A.

Vesuvius GmbH

Vesuvius South Africa (Pty) Limited

Vesuvius UK Limited

Vesuvius Crucible Company

Vesuvius USA Corporation

Vesuvius Advanced Ceramics (Suzhou) Co. Ltd.

Wuhan Wugang Vesuvius Advanced Ceramics Co. Ltd.

Vesuvius Mexico S.A. de C.V

Vesuvius Malaysia Sdn Bhd

Vesuvius Corporation S.A.

Vesuvius (Thailand) Co., Ltd

Vesuvius Belgium N.V

Vesuvius Poland Sp. Zoo

Foseco Industrial e Commercial Ltda

Foseco (Thailand) Limited

PT Foseco Indonesia

Vesuvius Canada Inc

Vesuvius Refratarios Ltda

Vesuvius Slavia, a.s.

Vesuvius Mid-East Limited

Foseco Pty Limited

Foseco Korea Limited

Vesuvius France S.A.

Vesuvius Italia SPA

Vesuvius Zyarock Ceramics (Sozhou) Co. Ltd.

Vesuvius Emirates FZE

Vesuvius Istanbul Refrakter

Vesuvius Foundry Products (Suzhou) Co. Ltd.

SERT-Metal SAS

Yingkou Bayuquan Refractories Co. Ltd

Vesuvius Lberica Refractories S.A.

BMI Refractory Services Inc.

Avemis SAS

Feseco Philippines Inc

Foseco India Limited iv) Names of Principal Group Companies / fellow subsidiaries (with which the Company neither have any transactions nor outstanding balances at current or previous year end)

Cookson Overseas Limited, United Kingdom v) Key Management Personnel

Mr. Tanmay Kumar Ganguly - Managing Director upto December 31, 2014

Mr. Subrata Roy- Managing Director with effect from January 1, 2015

36. Employee Benefits : Post employment benefit plans Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident and Pension Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognised as an expense towards contribution to Provident and Pension Fund for the year aggregated to Rs. 312 (Previous Year Rs. 282).

Defined benefit plans

The Company operates two post-employment defined benefit plans that provide gratuity and other long term benefits. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days salary for each year of completed service at the time of retirement/exit. Other long term benefits entitles the retired/exit employees to encash the accumulated leave standing to their credit on the date of their retirement. Gratuity scheme is funded by the plan assets.

x) Basis used to determine the Expected Rate of return on Plan Assets :

The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.

5. Provision for taxation has been recognised with reference to profit for the year ended December 31, 2014 in accordance with the provision of the Income Tax Act, 1961 and rules framed there under. The ultimate tax liability for the Assessment Year 2015-2016 will be determined on the basis of total taxable income for the year ended on March 31, 2015.

6. The management is of the opinion that its international transactions are at arm''s length under the provisions of Section 92-92F of the Income Tax Act, 1961.

7. On 12 October 2014, a severe cyclonic storm ''Hudhud'' hit India''s eastern coast and certain damages have occured on the Company''s factories situated in Visakhapatnam. As per the best estimate of the management, insurance claim receivable aggregating to Rs. 153 lakhs have been recognised as receivable from the insurance company and adjusted against carrying cost of such damages and an amount of Rs. 23 lakhs has been provided against such damages. Adjustments, if any, arising out of final settlement of the claim, will be made upon such settlement.

8. The Company has taken various premises under operating lease which are cancelable during the life of the contract at the option of both the parties. Minimum lease payment charged during the year to the Statement of Profit and Loss aggregated to Rs. 195 lakhs (previous year Rs. 198 lakhs).

9. Previous year''s figures have been regrouped and/or rearranged wherever considered neccessary to confirm to current year''s presentation.


Dec 31, 2013

1. Company overview

Vesuvius India Limited is a public company domiciled and headquartered in India. It is incorporated under the Companies Act, 1956 and its shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company is primarily engaged in the manufacturing and trading of refractory goods. The Company also provides services in relation to refractory goods. The Company has operations in India and caters to both domestic and international markets.

2. Segment Reporting

i) Segments have been identified in line with the Accounting Standard on Segment Reporting (AS 17) notified by Companies (Accounting Standard) Rules, 2006 taking into account the nature of products and services, the different risks and returns, the organisational structure and the internal financial reporting system. The Company is engaged in the business of manufacturing, trading and sale of refractories. It has manufacturing location in India only. Based on the dominant source and nature of risk and returns of the Company, its internal organisation and management structure and its system of internal financial reporting, business segment has been identified as the primary segment. The Company has only one business segment.

ii) Secondary Segment - In accordance with AS - 17, geographical segments have been considered as secondary reportable segment.

3. Information in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures notified by the Companies (Accounting Standards) Rules, 2006

A) List of Related parties and relationship

i) Enterprises having control over the Company with which no transactions have taken place during the year:

Vesuvius plc, United Kingdom -Ultimate holding company from December 19, 2012 - holding company of Vesuvius Holdings Limited, United Kingdom Vesuvius Holdings Limited, United Kingdom- ultimate holding company upto December 19, 2012 (formerly known as Cookson Group plc) - holding company of Cookson Financial Limited, United Kingdom Cookson Financial Limited, United Kingdom -holding company of Vesuvius Group Limited, United Kingdom

ii) Enterprises having control over the Company with which transaction has taken place during the year and previous year:

Vesuvius Group Limited, United Kingdom - Immediate holding Company

iii) Fellow Subsidiaries (with whom transactions have taken place during the year and previous year): Name of the related parties

Vesuvius Group S. A.

Vesuvius Deutschland GmbH

Vesuvius South Africa (Pty) Limited

Vesuvius UK Limited

Vesuvius Crucible Company

Vesuvius USA Corporation

Vesuvius Advanced Ceramics (Suzhou) Co. Ltd.

Wuhan Wugang Vesuvius Advanced Ceramics Co. Ltd.

Vesuvius Mexico S.A. de C.V.

Vesuvius Malaysia SDN BHD

Vesuvius Corporation S. A.

Vesuvius Poland Sp.,z.o.o

Vesuvius (Thailand) Co. Ltd

Foseco (Thailand) Limited

Foseco India Limited

Vesuvius TK Refrakter Sanayi Ve Ticaret AS

Vesuvius Belgium N.V.

PT. Foseco Indonesia

Foseco Pty Limited

Foseco Industrial e Commercial Ltda

Vesuvius Slavia , a. s.

Vesuvius Emirates FZE

Vesuvius Istanbul Refrakter, Turkey

Vesuvius Corporation S. A. Taiwan Branch

Vesuvius Italia SPA

Vesuvius France S. A.

Vesuvius Zyarock Ceramics (Suzhou) Co. Ltd.

Vesuvius Foundry Products (Suzhou) Co. Ltd.

Vesuvius Iberica Refractarios S.A.

iv) Names of Principal Group Companies / fellow subsidiaries

(with which the Company neither have any transactions nor outstanding balances at current or previous year end)

Cookson Overseas Limited, United Kingdom

Cookson India Private Limited (upto December 19, 2012)

v) Key Management Personnel

Mr. Tanmay Kumar Ganguly - Managing Director

4 Employee benefits: Post employment benefit plans

Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident and Pension Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognised as an expense towards contribution to Provident and Pension Fund for the year aggregated to Rs. 282 (Previous year: Rs. 260) Defined benefit plans

The Company operates two post-employment defined benefit plans that provide gratuity and other long term benefits. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days salary for each year of completed service at the time of retirement/exit. Other long term benefits entitles the retired/exit employees to encash the accumulated leave standing to their credit on the date of their retirement. Gratuity scheme is funded by the plan assets.

The estimates of future salary increases considered in actuarial valuation takes into account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Discount rate is based on the prevailing market yield of Indian Government securities as at the year end for the estimated term of the obligation.

Assumptions regarding future mortality are based on published statistics and mortality tables. The calculation of the defined benefit obligation is sensitive to the mortality assumptions.

x) Basis used to determine the Expected Rate of return on Plan Assets:

The expected long-term rate of return is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.

5. Provision for taxation has been recognised with reference to profit for the year ended December 31, 2013 in accordance with the provision of the Income Tax Act, 1961 and rules framed there under. The ultimate tax liability for the Assessment Year 2014-2015 will be determined on the basis of total taxable income for the year ending on March 31, 2014.

6. The management is of the opinion that its international transactions are at arm''s length under the provision of Section 92-92F of the Income Tax Act, 1961.

7. The Company has taken various premises under operating lease which are cancelable during the life of the contract at the option of both the parties. Minimum lease payment charged during the year to the Statement of Profit and Loss aggregated to Rs. 198 (previous year Rs. 162).

8. Previous year''s figures have been regrouped and/or rearranged wherever considered necessary to conform to current year''s presentation.


Dec 31, 2012

1. Company overview

Vesuvius India Limited is a public company domiciled and headquartered in India. It is incorporated under the Companies Act, 1956 and its shares are listed on the National Stock Exchange (NSE) and Bombay Sotck Exchange (BSE). The Company is primarily engaged in the manufacturing and trading of refractory goods. The Company also provided services in relation to refractory goods. The Company has operations in India and caters to both domestic and international markets.

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares with par value of Rs. 10/- per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

* Subsidiary of Cookson Group plc, U.K. upto December 19, 2012 and Vesuvius plc, U. K. from December 19, 2012, the ultimate holding Company.

# The companies, namely Vesuvius plc, Cookson Group Limited (formerly, Cookson Group plc) and Cookson Financial Limited, all incorporated in the United Kingdom, do not hold my shares of Vesuvius India Limited directly butare holding companyofVesuvius India Limited through a chain ofsubsidiary holdings.

2. Earnings per share (EPS)

Basic and diluted earning per share

The calculation of basic earnings per share for the year ended December 31, 2012 was based on the profit attributable to equity shareholders of Rs 5,576 (previous year Rs 5,523), and weighted average number of equity shares outstanding of 20,296,080 (previous year 20,296,080).

3. Contingent liabilities and commitments

(to the extent not provided for)

(a) Contingent liabilities :

(i) Claims against the Company not acknowledged as debts.

Description Estimated financial impact Uncertainties As at As at December 31,2012 December 31,2011

a. Sales Tax 67 187 Demand raised by appropriate authorities in relation to sales tax assessment and non- submission of statutory forms.

b. Income Tax matters Refer note below

c. Other Income Tax matters 1,085 1,006 Demands received from appropriate authorities in relation to Income Tax assessments.

d. Excise Duty, Customs Duty 205 202 Demands received from appropriate authorities and Service Tax matters in relation to Excise Duty, Custom Duty and Service Tax matters.

Note : Cost of tooling purchased during the earlier years were fully expensed for the purpose of ascertaining income tax liability for that years. Vide order dated December 16, 2003, the Income Tax Appellate Tribunal (ITAT) directed the department to allow expenses based on quantity consumed. The Company has disputed such decision on the contention that the entire purchase is issued to the production process and hence should be treated as consumption. Relevant order from authorities giving effect of ITAT order is yet to be received. The Company has made an application to the Hon''ble High Court at Calcutta seeking further clarifications of the ITAT order. The Company has again claimed full deduction in respect of tooling received during the year for determining the taxable income for the assessment year 2009-2010 and thereafter. Contingent liability with respect to tooling is included in para (c) above, underthe head - ‘Other Income Tax matters''.

(ii) A counter claim has been filed against the Company before the Hon''ble High Court at Calcutta by a customer for claims aggregating Rs 749 (previous year Rs 749) regarding certain disputes relating to goods supplied by the Company in prior years.

4. Segment Reporting

i) Segments have been identified in line with the Accounting Standard on Segment Reporting (AS 17) notified by Companies (Accounting Standard) Rules, 2006, taking into account the nature of products and services, the different risks and returns, the organisational structure and the internal financial reporting system. The Company is engaged in the business of manufacturing, trading and sale of refractories. It has manufacturing location in India only. Based on the dominant source and nature of risk and returns ofthe Company, its internal organisation and management structure and its system of internal financial reporting, business segment has been identified as the primary segment. The Company has only one business segment.

ii) Secondary Segment - In accordance with AS - 17, geographic segments have been considered as secondary reportable segment.

5. Information in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures notified by the Companies (Accounting Standards) Rules, 2006.

A) List of Related parties and relationship

i) Enterprises having control over the Company with which no transactions have taken place during the year:

(a) Vesuvius plc, United Kingdom - Ultimate Holding Company from December 19, 2012.

(b) Cookson Group Limited (Formerly, Cookson Group plc - Ultimate Holding Company upto December 19, 2012), United Kingdom - Holding Company ofCookson Financial Limited, United Kingdom.

(c) Cookson Financial Limited, United Kingdom-Holding Company ofVesuvius Group Limited, U.K.

ii) Enterprises having control over the Company with which transaction has taken place during the year and previous year :

Vesuvius Group Limited, United Kingdom - Immediate holding company.

iii) Fellow Subsidiaries (with whom transactions have taken place during the year and the previous year): Name of the related parties

Vesuvius Group S. A.

Vesuvius Deutschland GmbH Vesuvius South Africa (Pty) Limited Vesuvius UK Limited Vesuvius Crucible Company Vesuvius USA

Vesuvius Advanced Ceramics (Suzhou) Co. Ltd.

Wuhan Wugang Vesuvius Advanced Ceramics Co. Ltd.

Advent Processing Engineering Inc.

Vesuvius Mexico S.A. de C.V.

Vesuvius Malaysia SDN BHD Vesuvius Corporation S. A.

Vesuvius Poland Sp., z.o.o.

(Formerly Vesuvius Skawina Materialy Ogniotrwale Sp., z.o.o.)

Vesuvius (Thailand) Co., Ltd Foseco (Thailand) Limited Foseco India Limited

Vesuvius TK Refrakter Sanayi Ve Ticaret AS Vesuvius Belgium N.V.

PT. Foseco Indonesia

Foseco Pty Limited

Foseco Industrial e Commercial Ltda

Foseco Dokum Sanayi ve Ticaret Limited

Foseco International Ltd. (Middle East Office)

iv) Names of Principal Group Companies / fellow subsidiaries

(with which the Company neither have any transactions nor outstanding balances at current or previous year end)

Cookson Overseas Limited

Cookson India Private Limited (upto December 19, 2012)

v) Key Management Personnel

Mr Tanmay Kumar Ganguly - Managing Director

6. Employee Benefits : Post employment benefit plans Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognised as an expense towards contribution to Provident Fund for the year aggregated to Rs 114 (Previous Year Rs 110).

Defined benefit plans

The Company operates two post-employment defined benefit plans that provide gratuity and other long term benefits. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive 15 days salary for each year of completed service at the time of retirement/exit. Other long term benefits entitles the retired employees to encash the accumulated leave standing to their credit on the date of their retirement/exit. Gratuity scheme is funded by the plan assets.

The estimates offuture salary increases, considered in actuarial valuation, take account ofinflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

x) Basis used to determine the Expected Rate of return on Plan Assets :

The expected long-term rate of return is based on the portfolio as a whole and not on the sum ofthe returns on individual asset categories. The return is based exclusively on historical returns, without adjustments.

7. Provision for taxation has been recognised with reference to profit for the year ended December 31, 2012 in accordancewith the provision ofthe Income Tax Act, 1961 and rulesframed there under. The ultimate tax liability for the Assessment Year 2013-2014 will be determined on the basis of total taxable income for the year ended on March 31,2013.

8. The management is of the opinion that its international transactions are at arm''s length under the provisions ofSection 92-92F ofthe Income Tax Act, 1961.

9. The Company has taken premises on operating lease. Minimum lease payment charged during the year to Statement of Profit and Loss aggregated to Rs 162 lakhs (previous year Rs 166 lakhs).

10. Previous year''s figures have been regrouped and/or rearranged wherever considered neccessary to confirm to current year''s presentation.


Dec 31, 2011

Note: Cost of tooling purchased during the earlier years were fully expensed for the purpose of ascertaining income tax liability for that years. Vide order dated December 16, 2003, the Income Tax Appellate Tribunal (ITAT) directed the department to allow expenses based on quantity consumed. The Company has disputed such decision on the contention that the entire purchase is issued to the production process and hence should be treated as consumption. Relevant order from authorities giving effect of ITAT order is yet to be received. The Company has made an application to the Hon'ble High Court at Calcutta seeking further clarifications of the ITAT order. The Company has again claimed full deduction in respect of tooling received during the year for determining the taxable income for the assesment year 2009-2010 and thereafter. Contingent liability with respect to tooling is included in para

(A) above, 'other income tax matters'.

(i) A counter claim has been filed against the Company before the Hon'ble High Court at Calcutta by a customer for claims aggregating Rs. 74,921 (Previous Year 74,921) regarding certain disputes relating to goods supplied by the Company in prior years.

* Does not include liability for gratuity and leave encashment which are provided on actuarial basis for the Company as a whole

# Includes Performance Incentive of Rs 1,714 payable during 2012 (Previous year Rs 5,157 payable during 2011)

1. Segment Reporting

I) Segments have been identified in line with the Accounting Standard on Segment Reporting (AS 17) notified by Companies (Accounting Standard) Rules, 2006 (as amended), taking into account the nature of products and services, the different risks and returns, the organisational structure and the internal financial reporting system. The Company is engaged in the business of manufacturing, trading and sale of refractories. It has manufacturing location in India only. Based on the dominant source and nature of risk and returns of the Company, its internal organisation and management structure and its system of internal financial reporting, business segment has been identified as the primary segment. The Company has only one business segment.

2. Information in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures notified by the Companies (Accounting Standards) Rules, 2006 (as amended).

A) List of Related parties and relationship

i) Enterprises having control over the Company

Cookson Group plc., United Kingdom, ultimate Holding Company

Cookson Financial Limited, United Kingdom, Holding Company of Vesuvius Group Limited, U.K.

Vesuvius Group Limited, United Kingdom - Holding Company

ii) Fellow Subsidiaries (with whom transactions have taken place during the year and the previous year)

Vesuvius Group S. A.

Vesuvius Deutschland GmbH

Vesuvius South Africa (Pty) Limited

Vesuvius UK Limited

Vesuvius Crucible Company

Vesuvius USA Vesuvius Italia SPA

Vesuvius Advanced Ceramics (Suzhou) Co. Ltd.

Wuhan Wugang Vesuvius Advanced Ceramics Co. Ltd.

Advent Processing Engineering Inc.

Vesuvius Mexico S.A. de C.V.

Vesuvius Becker & Piscantor Grobal meroder Schmelztiegelwerke GmbH

Vesuvius Malaysia SDN BHD

Vesuvius Corporation S. A.

Vesuvius France S. A.

Vesuvius Poland Sp., z.o.o. (Formerly Vesuvius Skawina Materialy Ogniotrwale Sp., z.o.o.)

Vesuvius USA Corporation FCAD

Vesuvius Ceska Republica, a.s

Cookson Plibrico Pty Limited

Yingkou Bayuquan Refractories Co., Ltd.

Vesuvius UK Limited, Korea Branch

Vesuvius Zyarock Ceramics (Suzhou) Co. Ltd.

Vesuvius (Thailand) Co., Ltd

Vesuvius Corporation S. A. Taiwan Branch

Vesuvius Foundry Products (Suzhou) Co. Ltd.

Foseco (Thailand) Limited Foseco India Limited

Vesuvius TK Refrakter Sanayi Ve Ticaret AS

Vesuvius Mid-East Limited

Vesuvius Belgium N.V.

Vesuvius Refratarios Ltda

PT. Foseco Indonesia

Foseco Pty Limited

Vesuvius Research, Pittsburgh

Foseco Ind us trial e Commercial Ltda

Foseco Dokum Sanayi ve Ticaret Limited

Foseco International Ltd. (Middle East Office)

Vesuvius Iberica Refractarios S.A.

Vesuvius Slavia, a.s.

Vesuvius Canada Inc

Foseco International Limited

iii) Names of Principal Group Companies / fellow subsidiaries

(with which the Company neither have any transactions nor outstanding balances)

Cookson Overseas Limited

Cookson India Private Limited

iv) Key Management Personnel

Mr Tanmay Kumar Ganguly - Managing Director

(ix) Basis used to determine the Expected Rate of return on Plan Assets:

The expected rate of return on plan assets is based on the current portfolio of assets, investment strategy and market scenario. In order to protect capital and optimise returns within acceptable risk parameters, the plan assets are well diversified.

3. Provision for taxation has been recognised with reference to profit for the year ended December 31, 2011 in accordance with the provision of the Income Tax Act, 1961 and rules framed there under. The ultimate tax liability for the Assessment Year2012-2013 will be determined on the basis of total taxable income for the year ending on March 31, 2012.

4. The management is of the opinion that its international transactions are at arm's length under the provisions of Section 92-92F of the Income Tax Act, 1961.

5. The Company had a post retirement medical benefit scheme (PRMS) for certain categories of employees with an insurance company. Insurance Regulatory Development Authority had directed the Company that no new members would be added to this scheme for whom payment of insurance premium has not been due. As a result, the Company had, in the previous year written back amount provided there against in earlier years aggregating to Rs. 10,917.

6. Previous year's figures have been regrouped and/or rearranged wherever considered necessary to confirm to current year's presentation.


Dec 31, 2009

1. In accordance with the announcement dated March 29, 2008 by the Institute of Chartered Accountants of India on accounting for derivatives, the Company has recognised loss Rs. NIL (Previous year 5,901) on fair valuation of foreign exchange expenses outstanding as at the year-end.

2. In terms of Finance Act, 2009 Fringe Benefit Tax (FBT) has been withdrawn with effect from April 1, 2009. As a result fringe benefit tax expense for the year represent fringe benefit tax expenses for the period from January 1, 2009 to March 31, 2009.

3 The Company has identified certain Micro and Small Enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 to whom the Company owed dues that are outstanding for more than 45 days as at December 31, 2009. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of confirmations received from vendors, suppliers, etc in response to intimation in this regard sent by the Company to such parties.

The Principal amount remaining due and unpaid to supplier as at the end of the accounting year Rs. 2,613 (Previous Year Rs 1,940).

Interest paid / payable by the Company on the aforesaid principal has been waived by the concerned party.

4 Segment Reporting

I) Segments have been identified in line with the Accounting Standards on Segment Reporting (AS 17) prescribed by Companies (Accounting Standards) Rules, 2006, taking into account the nature of products and services, the different risks and returns, the organisational structure and the internal financial reporting system. The Company is engaged in the business of manufacturing, trading and sale of refractories. It has manufacturing location in India only. Based on the dominant source and nature of risk and returns of the Company, its internal organisation and management structure and its system of internal financial reporting, business segment has been identified as the primary segment. The Company has only one business segment.

5 Information in accordance with the requirements of Accounting Standard 18 on Related Party Disclosures issued by the Companies (Accounting Standards) Rules, 2006.

A) List of Related parties and relationship

i) Enterprises having control over the Company

Cookson Group pic - ultimate Holding Company

Cookson Financial Limited, United Kingdom

Vesuvius Group Limited, United Kingdom - Holding Company

ii) Fellow Subsidiaries (with whom transactions have taken place during the year and the previous year) Vesuvius Group S. A. Vesuvius Deutschland GmbH Vesuvius South Africa (Pty) Limited Vesuvius UK Limited Vesuvius Crucible Company Vesuvius USA Vesuvius Italia SPA

Vesuvius Advanced Ceramics (Suzhou) Co. Ltd. Wuhan Wugang Vesuvius Advanced Ceramics Co. Ltd. Advent Processing Engineering Inc. Vesuvius Mexico S.A. de C.V.

Vesuvius Becker & Piscantor Grobalmeroder Schmelztiegelwerke GmbH Vesuvius Malaysia SDN BHD Vesuvius Corporation S. A. Vesuvius France S. A. Vesuvius USA- Patent & Legal

Vesuvius Poland Sp., z.o.o. (Formerly Vesuvius Skawina Materialy Ogniotrwale Sp., z.o.o.) Vesuvius USA Corporation FCAD Vesuvius Ceska Republica, a.s Cookson Plibrico Pty Limited Yingkou Bayuquan Refractories Co., Ltd. Vesuvius Japan Inc. Vesuvius UK Limited, Korea Branch Vesuvius Zyarock Ceramics (Suzhou) Co. Ltd. Vesuvius (Thailand) Co., Ltd Vesuvius Corporation S. A. Taiwan Branch Vesuvius Foundry Products (Suzhou) Co. Ltd. Foseco (Thailand) Limited Foseco India Limited

Vesuvius TK Refrakter Sanayi Ve Ticaret AS Vesuvius Mid-East Limited Vesuvius Belgium N.V. Vesuvius Refratarios Ltda Vesuvius Administration Pty Limited PT. Foseco Indonesia Foseco Pty Limited Vesuvius Research, Pittsburgh Foseco Industrial e Commercial Ltda Foseco DOkUm Sanayi ve Ticaret Limited Foseco International Ltd. (Middle East Office) Vesuvius Iberica Refractarios S.A. Vesuvius Slavia, a.s. Vesuvius Canada Inc Foseco International Limited

iii) Names of principle Group companies / fellow subsidiaries (with which the Company neither had any transactions nor outstanding balances): Cookson Overseas Limited.

iv) Key Management Personnel

Mr. Tanmay Kumar Ganguly - Managing Director

6. Provision for taxation has been recognised with reference to profit for the year ended December 31, 2009 in accordance with the provision of Income Tax Act, 1961 and rules framed thereunder. The ultimate tax liability for the Assessment Year 2010-2011 will be determined on the basis of total taxable income for the year ending on March 31, 2010.

7. The management is of the opinion that its international transactions are at arms length under the provisions of Section 92-92F of the Income Tax Act, 1961.

8. Expenditure in foreign currency is disclosed on accrual basis. Previous years expenditure, earlier on cash basis, would now accordingly be Travelling-Rs 16,914, Royalty-Rs 52,975, Freight-Rs 75,944, Technical Service Charges-Rs 4,743, Management Fees-Rs 36,059 and Product Development-Rs 2,117.

9. Previous years figures have been regrouped and/or rearranged wherever considered necessary to confirm to current years presentation.

Signatures to Schedules 1 to 13

 
Subscribe now to get personal finance updates in your inbox!