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Texmaco Infrastructure & Holdings Ltd. Company History and Annual Growth Details

1939 - The Company was incorporated on 4th August at Calcutta. The main
objective of the company is to manufacture of large variety of
items. Its Textile Machinery Division manufactures machinery
for textile mills. Its Boiler and Heavy Engineering Division
manufacturers boilers, super heaters, economisers, chimneys,
pressure vessels, bridges and structurals, equipment for
chemicals, paper, cement, coke oven and iron and steel factories,
coal and other solid material handling and conveying plants,
railways, railway rolling stocks. Steel Foundry Division makes
castings for railway equipment, sugar mill machinery etc. On the
structural side, the Company had been engaged in the supply of
equipment for high pressure boilers for the well-known DVC
thermal power project. The Company is manufacturing No. 3 Ward
Capstan lathes and is trying to start manufacture of No. 7.

1946 - 25,000 Right Redeemable Pref. shares issued at par in prop. 5:63
irrespective of class. 3,00,000 Right shares issued at par in
prop. 1:1.

1955 - 9,00,000 Rights Equity shares of Rs. 10 each issued at par in the
prop. 3:2 Equity.

1959 - 1,00,000 - 6 1/4% Right Pref. shares issued at par in the prop.
1:10 Equity shares or 10:19 Pref. shares. The three types of
Pref. shares rank pari passu as regards payment of dividend and
return of capital.

1963 - The Company entered into a collaboration agreement with Zinser
Textilemaschinen of West Germany for the manufacture of high
quality ring frames. In 1970, Government approved the Company's
collaboraton agreement with M/s. Howa Machinery Ltd. of Japan for
the manufacture of high speed carding engines, simplex and draw

1971 - 8,544 8.928% Pref. shares redeemed on 30.9.1991. Dividend rate
on 8.928% Pref. shares raised to 9.3% new Pref. shares issued at
par. These shares are redeemable on 31.12.1980.

1972 - The Company's proposal for foreign collaboration with H.W. Ward
& Co., for the manufacture of 2-Ds capstan lathe was approved by

1975 - It was decided to utilise the spare capacity for the manufacture
of jute machinery for the new company, Swadeshi Jute Machinery
Corporation Ltd., floated jointly by the Company and Star Textile
Engineering Works Ltd.

1977 - 380-9.3% Pref. shares redeemed in 1972 and 50-9.3% Pref. shares
redeemed in 1973. 91,446-9.3% old Pref. shares redeemed - 380
shares in 1972, 50 shares in 1973 and 91,016 shares.

1979 - The company acquired fixed assets of the factory owned by Modern
India Construction Co., Ltd. (MICCO), located at B.T. Road,
Sukchar, 24-Parganas and named it as Sodepur Works. This
acquisition included the industrial licence of MICCO for
structurals, chemical machinery, producer gas plan and gas
cleaning plant.

1980 - Another agreement was concluded with Howa Machinery Ltd., Japan
for the manufacture of their latest high-speed frames.

- The company obtained a letter of intent for the manufacture of
cement mill machinery.

1981 - With effect from 1st April, Company took over the units owned by
The Birla Cotton Spg. & Wvg. Mills Ltd. (BCM), comprising of a
composite textile mill at Delhi, a textile spinning mill at
Kathua (J & K), four ginning factories and oil mills situated in
the State of Punjab, Rajasthan and Haryana and dairy at Sahadra,
Delhi. These units were acquired by the Company under a Scheme
of Arrangement approved by the shareholders, as partially amended
by the Department of Company Affairs, Government of Indian and
duly sanctioned by the Hon'ble High Courts of Calcutta and Delhi.

- In consideration of such takeover, the Company had allotted to
BCM 3,75,000 No. of equity shares of Rs. 10 each, credited as
fully paid-up and ranking apri passu in all respects with the
existing shares of texmaco, provided that they would not be
eligible for any dividend for the year ended 31st December.

- The Birla Cotton Spg. & Wvg. Mills Ltd. (BCM) company, the mill
at Delhi having been was renamed 'Birla Textiles'.

- 3,75,000 shares allotted without payment in cash to The Birla
Cotton Spg. & Wvg. Mills, Ltd. as consideration for take over of
some of its units.

1982 - Sodepur Works-unit No. 3 was geared for the manufacture of
specialised items of pressure vessels, heat exchangers and other
chemical plant machinery.

- In April the Company acquired its first ship at a price of U.S.
$12.6 million. It is a second-hand bulk carrier of 27,330 DWT,
built in 1977 by Mitsui Engineering & Shipbuilding Co. Ltd.,
Osaka, Japan and was named 'RENUSAGAR'. In 1983, 1984 and 1985,
the operations suffered due to uneconomic freight rates.

1983 - Further technical collaboration was entered into with M/s. Howa
Machinery Ltd., of Japan for the manufacture of their latest high
production cards.

- The Company entered into a technical collaboration agreement with
Toyoda Automatic Loom Works Ltd. of Japan for the manufacture of
their latest model of long length ring frame. The Company also
took up in hand the project for the manufacture of high
production cards in collaboration with Howa Machinery Ltd.,

- The Company concluded a foreign technical collaboration

- In March the Company acquired the fixed assets of the Panihati
works of Oriental Machinery & Civil Construction Ltd. (OMCCL),
which remained closed since January 1979. A rehabilitation
programme was being taken up.

1984 - The Company also applied for permission to further enhance the
licensed capacity to 1,035 nos. which was granted.

- In spite of a tripartite settlement in May 1983, the labour
problems continued resulting in another lockout from 10th
January, which lasted upto 10th April.

- The Company had taken up a modernisation programme entailing a
capital outlay of Rs. 560 lakhs for the spinning and processing

- The Company formed a joint venture Company under the name Texpro
Construction Co., Ltd., in collaboration with the Protaxa Group
of Mexco for onshore construction activities like pipe laying,

- The Company with West Bengal Electronics Industry Development
Corporation Ltd. (WEBEL) promoted jointly a company for the
manufacture of telephone instruments (digital type) and store
programmable control private automatic branch exchange (PABX)
and accessories. The new joint venture company under the name
and style WEBEL-TEXMACO ELECTRONICS LTD. was incorporated in
1985. However, the Company had to abandon this project due to
resource constraints.

1985 - A working arrangement was entered into with Upper Ganges Sugar &
Industries Ltd. (UGSL), under which the spinning and processing
division of the Birla Textiles unit as well as the 4 ginning
factories would be operated by UGSL for a period of 2 years with
effect from 1st September.

- Manufacture of diesel forklift trucks in technical collaboration
with M/s. Lansing Ltd., U.K. Commenced.

- The fixed assets of the engineering units of the Company were
revalued as on 31st December, and the net surplus of Rs. 3,484.58
lakhs arising out of this was credited to capital reserves.

1986 - Technical collaboration agreements were entered into with
wallsend Boilers Ltd., U.K. for the manufacture of fluidised bed
combustion (FBC) steel boilers and with Combustion Systems, Ltd.,
U.K. for the manufacturing FBC water tube boilers.

- It was proposed to take up the manufacture of trucks with
capacities upto 40 tonnes.

1987 - Capacity under-utilisation continued to be 25% and the Company
proposed to shift its focus to the exports market. Negotiation
were on with the collaborators for a suitable tie-up for third
country exports. Necessary steps were taken for modernisation
of its production technology and other facilities to improve the
international competitiveness.

- The working of Cement division was severely affected by massive
power cuts ranging between 40% to 80% between March to March

- With an option to UGSL for further extension of the period by 2
years. The working arrangement with Upper Ganges Sugar and
Industries Ltd., for the operation of the division of Birla
textiles and 4 ginning and pressing factories was extended for
a period of 5 years effective from 1st July.

- For Birla Textiles, Rs. 20 lakhs per season for the 4 ginning and
pressing factories.

- During the year, the first 40 tonne diesel forklift truck was
delivered to the Tuticorin Port Trust. Panihati Division was
adversely affected for lack of orders from Indian Railways for
fabricated points and crossings.

- The Company was promoted jointly with PICUP and U.P. State
Textiles Corporation Ltd., a public limited company in the
assisted sector, in the name of Texmaco (UP) Ltd., for setting up
a project for the manufacture of textile machinery in a backward
district of U.P. In 1983 in view of bleak prospects of textile
machinery, it was decided to extend the range of manufacture of
this Company to cover coal handling and washery plants, mining
machinery and chemical and chemical plant machinery.

1988 - The improved performance was attributed to increase in production
and turnover of the engineering, boiler division and the sugar
mill machinery division. However, the overall working was
affected by the poor performance of the cement division on
account of massive power cuts suffered by the division.

- The Company proposed to take up production of some special wagons
for defence.

1989 - The textile machinery division entered into a technical
collaboration with Howa Machinery, Ltd., Japan for the
manufacture of combers.

- The Company entered into a technical collaboration agreement with
Salzgitter Maschinenbau GmbH, West Germany, for the manufacture
of sugar centrifugals. Government's approval was awaited.

- The unit received Industrial Licences for the manufacture of
vibratory compaction equipments and machinery and equipments for
the construction and maintenance of Railway tracks.

- However, the working results were adversely affected due to
sharp rise in the cost of inputs coupled with poor value
realization caused by a production glut in South India.

- The Company came under the provisions of the Sick Industrial
Companies (Sp. Provisions) Act, 1985 and a reference was made to
the Board for Industrial and Financial Reconstruction (BIFR).

1990 - The shortage of free-supply mounted wheelsets caused a bottleneck
in the regular flow of production.

- The company received a letter of intent for the manufacture of
longwall face mining equipment.

- However, the drastic power cuts forced the cement division to
operate plant on DG sets which raised the Unit cost of power.

- The freight market was depressed due to Gulf-War. Consequently,
the working of the shipping division adversely affected.

- 7,07,289 No. of equity shares issued at par in part conversion of
loans (2,73,289 shares to financial institutions and 4,34,000
shares to bodies corporate.

1991 - The Company received Government approval for technical
collaboration with Standard Car Truck Co. of USA for manufacture
of modern freight bogies for wagons.

- The Company received Government approval for technical
collaboration with CDFI, France for manufacture of long-wall
face mining equipment.

- The Company undertook to set up a cement plant. Consultancy
services for the project were secured from Holtec Engineers Pvt.

- During the year, additional DG set was installed.

- Shipping division was hit by the devaluation of the Indian Rupee
and suffered substantial increase in its liability on capital
account for outstanding Eurodollar loan and funded interest.

- BIFR had formulated a draft scheme for rehabilitation of the
cement division which was substantially at variance with the
proposal submitted by the Operating Agency (ICICI). The Company
had requested the BIFR to reconsider the draft scheme in
consonance with the Operating Agencies' report.

1992 - Entered into a working arrangement with Zuari Agro Chemicals Ltd.
for running the cement factory at Yerranguntla.

- The working of Shipping division was affected due to the
depression in the freight market and recessionary conditions.

1994 - As per MOU signed on 28.10.94, the unit was transferred to Zuari
Agro. Moreover, working of the Company's major division
producing Wagon was severly affected on account of drastic cut in
procurement of wagons by Railway Board.

1995 - The off-take of machinery against confirmed orders was affected
by the prevailing liquidity crunch.

1996 - Upper Ganges and Sugar Industries Ltd., have decided to carry on
the business in partnerhsip with Gobind Sugar Mills Ltd., and
Sutlej Cotton Mills, Ltd. Birla textiles, Delhi Unit of the
Company was closed down with effect from 30th November, as per
Supreme Court Order and the existing working arrangement with the
partnership firm comprising Hindustan Times Ltd.

- The Company decided to join the partnership for with 5% share
along with Hindustan Times Ltd., Upper Ganges Sugar Ltd. and
Sutlej Industries Ltd. to relocate Birla Textiles at Baddi,
Himachal Pradesh.

- 25,81089 Right Equity shares issued (Prem. Rs. 50) (Prop. 1:1)

1997 - Due to persistent sluggish demand the company was forced to cut
down its production and restrict its range to only preparatory
machines viz. cardings, draw frames and simplex frames.

1998 - Pref. shares has been redeemed during the year.

2003-Agreement with M/s K Raheja Group for construction and development of companys leasehold property at Worli, Mumbai.


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