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Terruzzi Fercalx India Ltd

BSE Code : 522080 | NSE Symbol : VULCANENG | ISIN:INE699C01017| SECTOR: - |

NSE BSE
 
SMC up arrow

14.00

0.00 0.00 Volume 280564

29-Feb-2000 EOD

Prev. Close

14.00

Open Price

16.50

Bid Price (QTY)

-/-()

Offer Price (QTY)

-/-()

 

Today’s High/Low 16.50 - 16.50

52 wk High/Low 16.50 - 0.00

Key Stats

MARKET CAP (RS CR) 8.15
P/E 0
BOOK VALUE (RS) -4.2585622
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK -2.0147645137131
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%)
4

Corporate Actions

Bonus
Splits
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Rights
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Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Category No. of shares Percentage
Total Foreign 1365390 14.37
Total Institutions 1100 0.01
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 199872 2.10
Total Promoters 5480145 57.69
Total Public & others 2453493 25.83
Total 9500000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Terruzzi Fercalx India Ltd

Incorporated as a private limited company in Dec.'63, Vulcan Engineers (VEL) became a public limited company in Oct.'88. A part of the Vulcan group, VEL was promoted by M S Malaney, who is also the current chairman . The company came out with a public issue in Mar.'89 to set up a design & engineering centre. VEL is into the field of thermal technology, especially industrial furnaces, kilns and thermal process equipment. Its customer base includes BHEL, TISCO, TELCO and Nippon Denro. VEL has various collaboraions with international organisations like Beckenbach Waermestelle, Germany, for lime kilns, Georg Mendheim, Germany, for tunnel kilns, Davy International, US, for reheat furnaces and many others. VEL had diversify into the high growth areas of telecom software and multimedia industry. In 1995-96, the company executed a number of important projects, amongst which was a sophisticated walking beam furnace for billets which the first of its kind in India corresponding to latest technology. Diversification included thermal applications in glass industry, one of them being in design and manufacture of heat treatment equipment and exhaust machines for colour T V tube industry. During 1996-97, the company won the prestigious Analyst Award 1996 in recognition of excellent track record in rewarding the investors.

Terruzzi Fercalx India Ltd Chairman Speech

Terruzzi Fercalx India Ltd Company History

Incorporated as a private limited company in Dec.'63, Vulcan Engineers (VEL) became a public limited company in Oct.'88. A part of the Vulcan group, VEL was promoted by M S Malaney, who is also the current chairman . The company came out with a public issue in Mar.'89 to set up a design & engineering centre. VEL is into the field of thermal technology, especially industrial furnaces, kilns and thermal process equipment. Its customer base includes BHEL, TISCO, TELCO and Nippon Denro. VEL has various collaboraions with international organisations like Beckenbach Waermestelle, Germany, for lime kilns, Georg Mendheim, Germany, for tunnel kilns, Davy International, US, for reheat furnaces and many others. VEL had diversify into the high growth areas of telecom software and multimedia industry. In 1995-96, the company executed a number of important projects, amongst which was a sophisticated walking beam furnace for billets which the first of its kind in India corresponding to latest technology. Diversification included thermal applications in glass industry, one of them being in design and manufacture of heat treatment equipment and exhaust machines for colour T V tube industry. During 1996-97, the company won the prestigious Analyst Award 1996 in recognition of excellent track record in rewarding the investors.

Terruzzi Fercalx India Ltd Directors Reports

DIRECTORS

Dear Shareholders,

Your Directors are pleased to present the Fiftieth Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st December, 2013.

FINANCIAL HIGHLIGHTS

Rs. in Lacs
For the year ended on 31st December 2013 For the year ended on 31stDecember 2012
Sales and Income from other sources 1,233.23 1,113.30
Profit/(Loss) before taxation (500.92) (436.34)
Provision for taxation:
- Current tax - -
- Deferred tax (282.89) 127.88
- Prior period tax adjustment 1.34 (281.55 ) - 127.88
Net Profit/(Loss) after taxation (782.47) (308.46)

In view of the carried forward losses, your Directors regret their inability to recommend any dividend.

FINANCIAL RESULTS

Sales and Income for the current year ended 31st December, 2013 is Rs. 1,233.23 lacs. However, for the previous financial year ended 31stDecember, 2012, Sales and Income was Rs. 1,113.30 lacs. The loss after tax for the current year amounted to Rs. 782.47 lacs as against the loss after tax of Rs. 308.46 lacs in the previous year.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

The main reason for losses in the previous year was prolonged delay in completion of existing public sectors orders, lack of new orders, derecognition of deferred tax assets, exchange rate loss, and expenses on exceptional items shown separately in Profit & Loss account.

The Company has access to the latest technology and systems as well as markets in China, Europe, South America, Africa and other parts of the world, where the Promoters, Terruzzi Fercalx SpA have a presence and have sub-contracted part of the orders received by them in Zambia & Mongolia to the Company. Sourcing from India by the Terruzzi Fercalx group is expected to grow in the future. The Company with the help of Terruzzi Fercalx Group has expanded its geographical footprint in the international & domestic markets and has taken a number of initiatives which are expected to yield good results in the coming years. The

Company has also won 2 orders for hydration plants which will be manufactured in India.

TRANSFER OF LEASE RIGHTS IN LAND AND FACTORY LOCATED AT AHMEDNAGAR

Since the Company's manufacturing operations at Ahmednagar factory have been suspended, since 1998. Your Board of Directors felt that it would be in the interest of the Company to transfer its lease hold rights in the land and factory buildingjocated at Plot no. B-21, MIDC Industrial Area, Ahmednagar and has signed a 'Memorandum of Understanding' on 27th February, 2014 to this effect with a prospective buyer. Since the book value of the above assets, is less than 20% of the Company's net worth as on 31st December, 2013, section 180(1)(a) of the Companies Act, 2013 is not applicable.

DIRECTORS

As per provisions of section 152 of the Companies Act,2013, Dr. Daniele Terruzzi and Ms. Paola Terruzzi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their re-appointment.

At the Board Meeting held on 28th February, 2014,Mr. Ranganath Desai was re-appointed as Director designated as Executive Director - Finance for a further period of one year starting from 21st February, 2014 to 20th February, 2015, subject to approval of the shareholders at the ensuing Annual General Meeting. However, Mr. Ranganath Desai resigned as an Executive Director - Finance of the Company with effect from 4th July 2014 vide his letter dated 12th May 2014.The approval of shareholders is being sought for re-appointment of Mr. Ranganath Desai for a period starting from 21stFebruary, 2014 to 4th July, 2014.

On 14th November, 2013,Mr. Nicola Obert resigned as an Independent Director of the Company. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Ranganath Desai and Mr. Nicola Obert during their respective tenure of directorship in your Company.

Mr. Anand Gadkari was appointed as an Additional Director, designated as Managing Director for a period of three years on 16th May, 2014, subject to approval of the shareholders at the ensuing Annual General Meeting.

Mr. Roberta De Filippis Delfico was appointed as an Additional Director on 16th May,2014, designated as Independent Director to hold the office till the ensuing Annual General Meeting, eligible for re-appointment for a period of five consecutive years from the conclusion of ensuing Annual General Meeting and not liable to retire by rotation.

As per applicable provisions of Companies Act,2013, relevant rules and notifications relating thereto, Mr. Massimo Ferracci, Mr. Claudio Del Bianco and Mr. Massimiliano Altabella, Independent Directors have been appointed as Independent Directors for a period of five consectuive years from the conclusion of ensuing Annual General Meeting and not liable to retire by rotation. Also in the opinion of the Board, Mr. Massimo Ferracci, Mr. Claudio Del Bianco and Mr. Massimiliano Altabella and Mr. Roberto De Filippis Delfico, Independent Director fulfils the conditions specified in the Companies Act,2013 and rules made thereunder for their appointment as an Independent Directors of the Company and are Independent of the Management.The Company has received consent letters from them.

LISTING OF SECURITIES

The Company's shares are listed on the Bombay Stock Exchange. The annual listing fees have been paid by the Company for the year 2014-2015. Your Company would be completing its 25 years of listing with BSE on 26th May,2014.

DEPOSITORY SYSTEM

Your Company's equity shares are available for dematerialization through National Securities Depository Li"mited (NSDL) and Central Securities Depository Limited (CDSL). As on 31st December, 2013, 94.98% of the equity shares of your Company were held in dematerialized form.

CORPORATE GOVERNANCE

The Company is committed to maintain the standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The Report on Corporate Governance in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and the Auditors' Certificate forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company is provided in a separate section and forms part of this Report.

DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended 31st December, 2013. There were no unclaimed or unpaid deposits as on 31st December, 2013.

PARTICULARS OF EMPLOYEES

None of the employees has received remuneration/salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO

Particulars required by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988are given in Annexure 'A'.

DIRECTORS' REPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that: -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanations relating to material departures, if any.

(ii) appropriate accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st December, 2013 and of the loss for the year ended 31st December, 2013.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Suresh Surana & Associates LLP,Chartered Accountants, Statutory Auditors retires at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The Board recommends their re-appointment.

SHIFTING THE REGISTERED OFFICE OF THE COMPANY

The Registered office of the Company has been shifted from Mumbai to Pune and all the compliances with the Bombay Stock Exchange, Registrar of Companies and other concerned authorities, have been duly complied with.

ACKNOWLEDGEMENTS

Your Directors wish to record their appreciation of the commitment of to the management team and all employees and also its bankers for their support.

Your Directors alsjD wish to record their appreciation for the invaluable support both managerial and techhical extended by the Company's Holding Company, M/s. Terruzzi Fercalx SpA,Italy

By Order of the Board
Place : Italy Dr. Daniele Terruzzi
Dated : 16thMay, 2014 Chairma n
Registered Office:
104,105 & 106, Trade Centre,
"C" Wing, First Floor, North Main Road,
Koregaon Park, Pune - 411 001

ANNEXURE 'A' TO THE DIRECTORS' REPORT

INFORMATION PURSUANT TO COMPANIES

(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

FORMA

CONSERVATION OF ENERGY

Details of energy consumption during the year are given below:

Power and Fuel Consumption

Electricity: Since the Company's engineering and manufacturing activities at its works have been suspended, consumption of electricity was nominal. There was no fuel consumption.

FORMB

RESEARCH AND DEVELOPMENT (R&D), TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your Company continued to absorb foreign technology for process equipments.

(1) Specific Areas

Development of detailed engineering/process/methods/materials and improvement in systems in the existing process.

(2) Benefits Derived

Cost reduction/improved utilization of machinery and energy. Technological upgradation and development.

(3) Future plan of action

Improvement in the existing products and processes in various areas in which the Company is engaged.

(4) Expenditure on R&D

No separate funds allocated.

FOREIGN EXCHANGE EARNINGSAND OUTGO

Earnings in foreign currency : Rs. 949.65 lacs

Outgo in foreign currency : Rs. 27.34 lacs

By Order of the Board
Place : Italy Dr. Daniele Terruzzi
Dated: 16th May, 2014 Chairman
Registered Office:
104,105 & 106, Trade Centre,
"C" Wing, First Floor, North Main Road,
Koregaon Park, Pune - 411 001
   

Terruzzi Fercalx India Ltd Company Background

Daniele TerruzziAnand Gadkari
Incorporation Year1963
Registered OfficeTrade Centre C Wing 1st Floor,104 105 & 106 Koregaon Park
Pune,Maharashtra-411001
Telephone91-20-66450800,Managing Director
Fax91-20-66450801
Company SecretaryBela Thakkar
AuditorSuresh Surana & Associates LLP
Face Value10
Market Lot1
ListingNot Listed,
RegistrarLink Intime India Pvt Ltd
C-13 Pannalal Silk ,Mills Cmpd LBS Marg,Bhandup West ,Mumbai - 400 078

Terruzzi Fercalx India Ltd Company Management

Director NameDirector DesignationYear
Astorre Terruzzi Chairman Emeritus 2013
Daniele Terruzzi Chairman 2013
Paola Terruzzi Vice Chairperson 2013
Claudio Del Bianco Director 2013
Bela Thakkar Company Secretary 2013
Anand Gadkari Managing Director 2013
Roney Simon Additional Director 2013
Puthenventil John Vincent Additional Director 2013

Terruzzi Fercalx India Ltd Listing Information

Terruzzi Fercalx India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Engg./Software/Hardware ServicNA 0007.53
Sales NA 0004.64
Rollers No 0000
Rollers Set0000
Fabricated structures & pipingLot0000
Fabricated structures & pipingMT 0000
Fabricated structures & pipingNo 0000
Fabricated structures & pipingSet0000
Electrical Equipments Lot0000
Electrical Equipments Mtr0000
Electrical Equipments No 0000
Electrical Equipments Set0000
Electrical Equipments(Mt) MT 0000
Excise Duty NA 0000
Electrical Spares No 0000
Mechanical Spares Lot0000
Mechanical Spares MT 0000
Mechanical Spares Mtr0000
Mechanical Spares No 0000
Mechanical Spares Set0000
Combustion Equipments Lot0000
Combustion Equipments MT 0000
Combustion Equipments No 0000
Instrumentation Lot0000
Instrumentation No 0000
Instrumentation Set0000
Mechanical Equipments Lot0000
Mechanical Equipments MT 0000
Mechanical Equipments No 0000
Mechanical Equipments Set0000
Others Lot0000
Others Mtr0000
Others No 0000
Others Set0000
Refractory and insulations MT 0000
Refractory and insulations Mtr0000
Refractory and insulations No 0000
Refractory and insulations Set0000

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