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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
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