GUJARAT PERSTORP ELECTRONICS LIMITED
ANNUAL REPORT 2003-2004
Your Directors present their report together with the audited statement of
accounts-of the company for the year ended 31st March, 2004.
The sales and other income during the year ended 31st March, 2004 amounted
to Rs.487.74 lace 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also lately withdrawn by Govt.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)
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 5.04.2004 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.
Your company has been able to procure the raw materials as per its
In view of the accumulated losses, no dividend is being recommended by the
Directors for the year under review.
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 arid are eligible for re-appointment.
DEMATERIALISATION OF SHARES:
The shares of the company are under compulsory Demat 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 dematerialisation of Company's
shares. The company has till date dematerialised approx.45% of Equity Share
BOARD OF DIRECTORS:
Shri Rajesh Varma has resigned w.e.f. 19th Feb, 2004. GIIC 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.
Your company has not accepted any deposits within the meaning of Section
58A of the Companies Act, 1956 and the rules made thereunder.
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
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 of Particulars in the Report of the
Board of Directors) Rules, 1988 are given in Annexure-"A" forming part of
DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956:
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
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;
Your Directors wish to thank the Government of Gujarat for their continued
patronage. The Board is i sincerely thankful to Financial Institutions,
Banks, Customers, Shareholders and Debentureholders giving all round
support to company. Your Directors also appreciate sincere efforts and
cooperation extended by the employees of the company.
FOR AND ON BEHALF OF THE BOARD
Date : 21st May, 2004 (S. SANKARAN) (AMIT ROY)
Place: Gurgaon (DIRECTOR) (DIRECTOR)
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
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
b) Benefits derived as a result of the above efforts:
c) i) Technology:
Technology for manufacture of copper clad laminates.
ii) Year of import:
Technology was imported during 1992.
iii) Has technology been fully }
absorbed: } The Company has absorbed the
} technology an 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)