INDO VANILLON CHEMICALS LIMITED ANNUAL REPORT 2004-2005 DIRECTORS' REPORT To The Members of Indo Vanillon Chemicals Limited Dear Sirs, Your directors feel pleasure to present their report on the annual accounts for the year ended on 31.03.2005. Financial results: The results for the financial year ending 31st March 2005 are summarized as follows: Profit / Loss from operations Particulars 31 March 2005 31 March 2004 (Rs. In Lacs) (Rs. In Lacs) Sales NIL NIL Other Income NIL NIL Total Expenditure 4.42 3.26 Interest 281.27 234.34 Depreciation NIL NIL Gross Profit/(Loss) (285.69) (237.60) Taxation NIL NIL Net Profit (Loss) (285.69) (237.60) Loss brought forward (1764.70) (1527.10) Accumulated Loss (2050.39) (1764.70) Review of Operations : The operation of the Company is suspended w.e.f 01.01.2001 and board is enabling to reassume the same due to want of funds. Further the Board of Directors is of the view that being a chemical plant, the plant and machinery is depreciating very fast Further in view of inability of Mr. Vikas Jain, who was the Managing Director at that time of suspension of operations i.e. 1.1.2001, to properly supervise and deliver the charge of office of the Managing Director, the operations of the factory at Vill, Barota, Dish. Gurgaon (Haryana) could not be resumed. Further in view of the accumulation of various statutory liabilities along with penalty and interest. Board is of the view that before resuming operation, the Board of Directors of the Company intended to clear the same till date. For the year under review the operations of the unit has not been restarted. Future Prospectus : The production at the factory is lying suspended. Company proposes to approach financial institutions and banks for restructuring its dues and with grant of certain other facilities and concessions. The company propose to review it self, only after receiving the package for restructuring its dues and receiving certain other grant & facilities. Proceeding before BIER & AAIFR Company had filed an appeal No. 280/2002 on 11.9.2002, which is pending before Hon'ble AAIFR against BIFR's order in the reference no. 45/2001 of the company. The company has filed the fresh references to the BIFR on the basis of audited accounts for the year ended 31st March 2001 and 31st March 2002 and the references was registered as reference no. 8/2003 dated 3.1.2003 and reference no. 89/2003 dated 27.2.2003 respectively. The company has been declared sick by order of BIFR dated 25.7.2005. The Hon'ble BIFR has further directed to submit the revival scheme in consultation with Industrial Development Bank of India. Dividend Due to loss, your directors regret their inability to recommend any dividend. Fixed Deposit The company has not accepted any deposit from the public falling within the purview of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1976 till date. Directors Mr. Krishna Jha, Mr. S. C. Wadhwa and Mr. R. C. Sharma, directors of the company have resigned on 30.9.2004 from the office of Director of the company. Mr. Prem Shankar and Mr. Prem Ballabh have been appointed as Additional Director of the company w.e.f 30.9.2004. Mr. Vikas Jain and Mr. V. K. Chaddha, Directors of the company are liable to retire by rotation and eligible for reappointment, offer themselves for reappointment. Directory Responsibilities Statement: In compliance of Section 217(2A) of the Companies Act, 1956, your directors report that:- 1. The necessary accounting standards were followed in preparation of annual accounts accepts in respect of provisions of liabilities for taxation, gratuity and leave encashment. 2. The accounting policies are applied consistently to give a true and fair view of the state of affairs of the company. 3. The annual accounts have been prepared on a going concern basis. 4. Proper and sufficient care has been taken to safe guarding the assets of the Company. Auditors M/s J. P. S. & Co., Chartered Accountants are deemed to retire as Auditors of the company at the conclusion of forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Auditors' Report There are several qualifications, reservations, & adverse remarks in the Auditors' Report dated 1st September 2005 for the year ended 31st March 2005. The board of Directors give their explanations on the qualifications, reservations and adverse remarks in accordance with 217 (3) of the Companies Act, 1956 are as under:- a. There are disputes in the management of the company. b. The company is facing financial tightness and total absence of liquidity. There is person staff / director in whole time employment of the company. c. There was a labour & staff problem & operations of the factor were suspended w.e.f. 1.1.2001 and labour and staff were laid off. So no proper person was there to provide the correct information. d. The office of the Managing Director was disputed as M. D. had neither given his charge nor attended his office. Further the tenure of the Managing Director has been expired on 16.6.2003. e. No primary records maintained at the factory sere found and in absence of records board is not able to ascertain various statutory liabilities particularly to P.F. Sales Tax, Excise and Electricity etc. f. In absence of proper records, the amount of gratuity & leave encashment is not ascertainable & relevant accounting standard have been followed. Audit committee The production of the Company has been suspended since 1.1.2001. The company has not formed any audit committee till date in accordance with the provision of Section 292A of the Companies Act, 1956. Corporate Governance In absence of proper record, suspension of operation in the year, and non, availability of any whole time employee the compliance of corporate governance as per the requirement of clause 49 of listing agreement could not been followed at all. Hence auditors certificate on compliance of corporate governance were not obtained. Particulars of employees There were no employees of the company whose particulars are required to be given under Section 217(2) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975. Conservation of energy, Technology absorption, foreign exchange earning and outgo: Information under section 217(1) (C ) of the Companies, Act, 1956 read with the Companies (Disclosure of the particulars in the report of Board of Directors) Rules, 1983 is given below:- Conservation of Energy: Company uses husk as boiler fuel so as to avoid use of oil or coal to conserve energy. Further steam condensate is collected and reused to generate steam so as to conserve energy. The production of the company has not been restarted during the year ended 31st March 2005 and till today and no energy has been consumed in the year under review:- Technology absorption Company has failed to absorb the available technology, as production could not be started after its suspension on 1.1.2001. Foreign Exchange Earnings: Current Year Nil Previous Year Nil Foreign Exchange outgo Current Year Nil Previous Year Nil The Directors wish to place on record their deep appreciation for the faith reposed by its shareholders. The Directors also given acknowledge, with gratitude the co-operation & assistance given by various Govt. authorities Financial Institutions, banks and BIFR and AAIFR. For & On behalf of the Board For INDO VANILLON CHEMICALS LTD. Sd/- Place: Vill. Barota Sohna Prem Ballabh Distt. Gurgaon- 122103 Director Dated: 01.09.2005