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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 |
|
+91-9892691696
