Your Directors present their report together with the audited statement
of accounts of the company for the year ended 31st March, 2004.
OPERATIONS
The sales and other income during the year ended 31st March, 2004
amounted to Rs.487.74 lacs as against Rs.1448.23 lacs during the
previous year ended 31st March, 2003. The cash loss before depreciation
amounted to Rs.291.91 lacs during the year ended 31st March, 2004 as
against cash loss of Rs. 115.28 lacs during the previous year ended
31st March, 2003. The accumulated losses as at 31st March, 2004
amounted to Rs.2890.45 lacs. The operations during the year were
adversely affected due to sluggish demand and unremunerative prices of
Company products on account of continued imports at cheaper rates.
The sluggish demand for the laminates related Industries continued
throughout the year. The Anti Dumping Duty (ADD) which was notified by
the Ministry of Finance, Govt. of India against our application filed
in the month of September, 2002 was not only inefficacious but also
came too late and was not able to give any support to domestic
industry. This duty was also lately withdrawn by Govt. of India.
The Board of Directors of the company arrived at a conclusion that
under the prevailing circumstances it was not possible for the company
to make its net worth positive in the foreseeable future. This was
despite all the efforts and tremendous all round support rendered by
the main promoter, Apollo Tyres Ltd., particularly its infusion of
interest free funds in the company to the tune of Rs.32.70 crores in
the last few years. The Company requested BIFR to consider this
conclusion about the company not being viable in the present
circumstances and pass a suitable order under the applicable provisions
of the Sick Industrial Companies (Special Provisions) Act, 1985.
The Company closed its operations w.e.f 1/2/04 on permanent basis and
gave requisite notice under Industrial Disputes Act.
BIFR passed an order on 5.4.02004 stating that under the current
circumstances the Company is not likely to become viable on a long term
basis and hence it is just, equitable and in public interest that the
company is wound up under section 20(1) of the Act.BIFR has issued a
show cause notice to all concerned in this regard.
RAW MATERIAL
Your company has been able to procure the raw materials as per its
requirement.
DIVIDEND
In view of the accumulated losses, no dividend is being recommended by
the Directors for the year under review.
AUDITORS REPORT
The comments by the Auditors in para 11 of annexures to Audit Report
are on account of operational losses resulting into liquidity
constraints and the Company has not been able to pay to its
Debentureholders & working capital dues to Bank.The other observations
of Auditors have been suitably explained by way of notes to accounts
M/s C.C.Chokshi & Co. Ahmedabad Auditors of the company will retire at
the ensuring Annual General Meeting and are eligible for
re-appointment.
DEMATERIALISAT1ON OF SHARES
The shares of the company are under compulsory Oemat list of SEBI. The
shares of the company are presently listed at Bombay Stock Exchange and
Delhi Stock Exchange. The company had signed an agreement with Central
Depositary services (India) Limited for de-materialisation of Companys
shares. The company has till date dematerialised approx.45 % of Equity
Share Capital.
BOARD OF DIRECTORS
Shri Rajesh Varma has resigned w.e.f. 19th Feb, 2004. GI1C vide their
letter dated 31st March, 2004 have withdrawn nomination of its
Directors Shri N.R.Desai & Shri A.B.Shah from the Directorships of the
company.
The Board places on record its appreciation for the services and
valuable guidance rendered by Shri Rajesh Varma, Shri N.R.Desai and
Shri A.B.Shah.
FIXED DEPOSITS
Your company has not accepted any deposits within the meaning of
Section 58A of the Companies Act, 1956 and the rules made thereunder.
PERSONNEL
There are no employees during the period drawing remuneration specified
under section 217(2)(A) of the Companies Act, 1956. As such no
particulars are required to be furnished.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under
section 217(1)(e) of the Companies (Disclosure ot Particulars in the
Report of the Board of Directors) Rules, 1988 are given in Annexure "A"
forming part of this report.
DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE
COMPANIES ACT, 1966
Pursuant to the requirements under section 217(2AA) of the Companies
Act, 1956, the Board of Directors of the company confirm:
i) that the preparation of the annual accounts for the financial year
ended 31st March, 2004 the applicable accounting standards have been
followed and there has been no material departure,
ii) that the selected accounting policies were applied consistently and
the directors made judgements 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 on 31st march 2004 and the loss of the company for the
year ended as on date;
iii) that 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) that the annual accounts have been prepared on a going concern
basis;
ACKNOWLEDGEMENTS
Your Directors wish to thank the Government of Gujarat for their
continued patronage. The Board is als sincerely thankful to Financial
Institutions, Banks, Customers, Shareholders and Debentureholders fc
giving all round support to company. Your Directors also appreciate
sincere efforts and cooperation extende by the employees of the
company.
FOR AND ON BEHALF OF THE BOARD
Date: 21st May, 2004
Place: Gurgaon (S.SANKARAN) (AMIT ROY)
(DIRECTOR) (DIRECTOR)
ANNEXURE "A"
The Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988.
A. CONSERVATION OF ENERGY: Not applicable
B. TECHNOLOGY ABSORPTION
I. RESEARCH & DEVELOPMENT
a) Specified area in which R&D is carried out by the Company:- In view
of losses no R&D activities were carried out during the period under
review.
b) Benefits Derived as a result of R&D:- Not applicable
c) Future Plan of Action:- Not applicable
d) Expenditure on R&D: Not applicable
II. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
a) The Company is continuously innovating Technology to meet its
requirements.
b) Benefits derived as a result of the above efforts:
c) i) Technology: Technology for manufacture of copper clad laminate;
ii) Year of import: Technology was imported during 1992.
iii) Has technology been fully absorbed: The Company has absorbed the
technology and modified it to suit the customers requirements
iv) If not fully absorbed, areas: where this has not taken place,
reasons therefore and future - plan of action.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Earning: Nil (Previous year nil)
Outgo: Rs.82.77 lacs (Previous year Rs. 496.47 lacs)
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