| 1. The Board of Directors of the Company had a detailed deliberations
at its meeting held on 30th September, 2003 and noted that under the
prevailing circumstances it is not possible for the Company to make its
net worth positive in the foreseeable future.
The Board further noted that in view of the prevailing scenario of
Copper Clad Laminate manufacturing in India, operations of the Company
are not viable and hence Board of Industrial and Financial
Reconstruction should be requested to consider and take on its record
this conclusion about the Company not being viable in the present
circumstances and to pass a suitable order under the applicable
provisions of the Sick Industrial Companies (Special Provisions) Act,
1985.
Accordingly, the matter was reported to Board of Industrial and
Financial Reconstruction by the Company, based on which (he Board of
Industrial and Financial Reconstruction, vide its order dated 5th
April, 2004 formed prima facie opinion that the Company is not likely
to make its net worth exceed jts accumulated losses within a reasonable
time while meeting all its financial obligation and hence it is just,
equitable and in public interest that the Company is wound up. It has
been further directed that a show cause notice be issued accordingly.
Objections if any, to the show cause notice would be considered by the
Board of Industrial and Financial Reconstruction in a hearing to be
held on 5th July, 2004.
Under the facts and circumstances, even though the accounts have been
prepared on going concern assumption, the management feels that it may
be unable to realise its assets and discharge its liabilities in the
normal course of business.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets amounts or
relating to the amounts and classification of liabilities that may be
necessary, should the entity be unable to continue as a going concern.
2. Contingent Liabilities not provided rdi; in respect of:-
(i) Bank Guarantees outstanding of Rs. 11.42 lacs (Previous Year Rs.
11.42 lacs)
(ii) Interest on Debentures including FITL as per approved
Rehabilitation scheme/Gujarat High Court Rs.Nil. (Previous year Rs.
197.90 lacs). Same has been provided in the books during the year,
(iii) Custom duty matters under dispute Rs.569 Lacs (Previous year
Rs.569 Lacs) (Refer Note No. 3.)
3. On the basis of an appeal filed by the Company against the order of
the Commissioner of Customs, confirming demand of custom duty of Rs.519
lacs (previous year Rs.519 lacs) and penalty of Rs.50 Lacs (previous
year Rs.50 lacs) for non payment of duty on technical document in the
form of drawings and designs imported by the Company from its
collaborator Perstorp AB, Sweden, Customs Excise Gold (Control)
Appellate Tribunal had passed order on 19th December, 2000 in favour of
the Company. Subsequently the Commissioner of Customs has gone in
appeal against the order of Customs Excise Gold (Control) Appellate
Tribunal before the Honble Supreme Court and the matter is pending.
The Company had paid Rs.13.15 lacs as deposit in connection with the
said disputed matter and pending the dispute, the amount of deposit has
been shown under Loans & Advances.
4. Finished goods include Rs.3.20 Lacs (Previous year 3.20 Lacs) which
were seized by the Excise Authorities and are lying in the Companys
bonded warehouse.
5. Lease rentals for Rs.3,250 (previous year Nil) in respect of rent
paid for Pune office is charged off to the profit and loss account.
6. Profit & Loss Account includes remuneration to the Whole Time
Director:
Current Year Previous Year
Rs. Lacs Rs.Lacs
Salary 3.60 3.60
Contribution to Provident & Other Fund 0.43 0.43
Perquisites & Allowances 3.37 3.73
TOTAL 7.40 7.76
7. The Companys business of manufacturing and dealing in Copper Clad
Laminates, in the context of Accounting Standard (AS-17) "Segment
Reporting" issued by the Institute of Chartered Accountants of India,
is the only business segment.
8. Disclosure of Related Party Transactions in accordance with
Accounting Standard (AS-18) "Related Party Disclosures" issued by the
Institute Of Chartered Accountant Of India:
(i) List of Related Parties and Relationships
1. Apollo Tyres Ltd. - Promoter company holding more than 20% shares.
2. Apollo International Ltd. - Under common control, (ii) Related Party
Transactions - NIL
9. As per requirements of Accounting Standard (As-22) "Accounting for
Taxes on Income" issued by the Institute of Chartered Accountants of
India, in absence of virtual certainty of sufficient future taxable
income, the Company, in the books of account has not recognized net
deferred tax asset in respect of unabsorbed depreciation and
accumulated losses under the Income Tax Laws.
10. As per information available with the Company, there are no
outstanding dues owed to small-scale industrial undertakings as on 31st
March, 2004.
11. The basic and diluted Earnings Per Share is:-
2003-04 2002-03
Net Profit/(Loss) for the year (Rs. Lacs) (637.11) (244.27)
No of Equity Shares (In Lacs) 138.32 138.32
Basic & Diluted E P S (Rs) (4.61) (1.77)
Nominal Value of Share (Rs) 1.00 1.00
12. In view of the inadequacy of the profits, the Company has not
created Debenture Redemption Reserve as required under the guidelines
issued by the Government.
13. Additional information as applicable in pursuant to part II of the
Schedule VI to the Companies Act. 1956.
14. Previous years figures are shown in brackets and have been
rearranged/regrouped wherever considered necessary.
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