ANNUAL REPORT 1998-99
VISUAL CHAIRS LIMITED
Your Directors have pleasure in presenting the Tenth Annual Report and
Audited Accounts of your Company for the year ended 30th June' 99.
The company has earned profits during the year but since the amount is
meagre your directors want to conserve the resources for meeting the
requirements of working capital As such the Board of Directors do not
recommend any Dividend for the year.
The Company's Financial Performance during the year 1998-99 has been
affected due to the recessionary conditions prevailing world wide. The
chair industry comes within the luxury segment and due to overall sluggish
conditions the performance has been affected. The Sales and Operating
Income has increased from Rs.1,066.82 lakhs to Rs. 1,324.35 but due to
competition from the unorganised sector the margins have declined which has
resulted in the profits decreasing from Rs 48.41 lakhs in the earlier year
to Rs 13.96 lakhs in the current year.
The company had undertaken expansion of its activities by commisioning a
new plant at Silvassa. The expansion was funded by borrowings from
Financial Institutions and promoters through its associates and friends and
partly through internal accruals. The chairs introduced have been accepted
in the market and it has helped the company in increasing its market share
The user industry had been passing through severe recessionary trend but
upturn of the industry is expected from early 2000 The market has continued
to be sluggish but still the company has got a good order position. The
company hopes that it may be able to show improvement is its working in the
The company has not accepted any public deposits during the year under
The company continues to maintain harmonious relations at all levels of the
organisation. It has been the endeavour of the company to maintain the good
relations with its work force Yours Directors appreciate the devotion and
commitment shown by employees at all levels and acknowledge their
contribution towards sustained progress of the company.
The company has already taken steps for ensuring that the systems are Y2K
compatible The possibility of system breakdown failure due to the Y2K
problem does not arise as all the software versions have been tested and
found to be Y2K compatible. No significant expenditure has been incurred to
carry out remedial measures.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The requirement for disclosure of particulars with respect to Conservation
of Energy is not applicable to the Company. A statement giving details of
Technology Absorption and Foreign Exchange Earnings and Outgo in accordance
with the disclosure of particulars in the report of the Board of Directors
rules 1988 is annexed hereto in Annexure A and forms cart of this report.
COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
DIRECTORS) RULES 1988.
During the year none of the employees of the company was in receipt of
remuneration exceeding Rs 6,00,000/- per annum or Rs 50,000/- per month
when employed for part of the year.
With regard to the observations made by the Auditors in paragraph 2(d) of
the Auditors Report, the relevant notes to the Accounts referred to therein
are self explanatory and do not require further clarification.
In accordance with the provisions of the Companies Act 1956 and Articles of
Association of the company, Mr Randhir K. Javeri and Mr Lalit P. Mehta
retire by rotation, at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
M/s. D. M. Damle & Co Chartered Accountants, the present Auditors of the
Company retire at the ensuing Annual General Meeting and offer themselves
for reappointment They have furnished a certificate stating that their
appointment, if made, will be within the limits laid down under section
224(1B) of the Companies Act, 1956.
Your Directors express their gratitude to the Financial Institutions and
Banks for their timely assistance. Your Directors are grateful to the
continued co-operation and support received from its esteemed Customers and
Suppliers and the loyalty of its large family of Shareholders.
By Order of the Board of Directors
for VISHAL CHAIRS LIMITED
JITEN S. CHOKSEY
CHAIRMAN & MANAGING DIRECTOR.
Dated: 15th November,1999.
ANNEXURE TO THE DIRECTORS' REPORT
Information as per Section 217(1)(e) read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules,1988 and forming
part of the Directors Report for the year ended 30th June,1999.
A. TECHNOLOGY ABSORPTION
Disclosure of Particulars with respect to Technology Absorption (to the
extent applicable) Research and Development (R & D)
1. Specific areas in which R & D
carried out by the Company : None
2. Benefits derived as a result
of the above R & D : Not Applicable
3. Future Plan of Action : Not at Present
4. Expenditure on R & D : None
d. Total R & D expenditure as a percentage of total turnover.
Technology Absorption, Adaption & Innovation
1. Efforts in brief, made towards In pursuance of Technical
technology,absorption,adaption and Agreement with Drabert Gmbh
innovation the Knowhow for Manufacture
of Ergonomic Chairs has been
2. Benefits derived as a result of absorbed technologies are
the above efforts e.g. product being studied in order to
improvement, cost reduction, product ensure greater economies in
developments, import substitution etc. production.
3. In case of imported technology
(imported during the last 5 years
reckoned from the beginning of the
financial year) following information
may be furnished
a. Technology imported and In pursuance of Technical
Year of Import Assistance Agreement with
Drabert the technology for
manufacture of Ergonomic
Chairs has been imported
in the year 1991 for Ergo
style, Ergo visit SM400
& Series 7 & in a year 1992
for Series 7 & in a year 1994
for Ergo lux chairs.
b. Has Technology been fully absorbed ? Technology has been fairly
c. If not fully absorbed areas where
this has not taken place reason
therefore and future plans of action Not applicable.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars with regard to Foreign Exchange Earnings and Outgo are as set
out in note No. 6 (a), b) & (c) in Notes to the Accounts.
II. Information under Section 217(2A)
Expenditure incurred on Employees during the year who were in receipt of
remuneration of Rs.6,00,000 per annum or Rs. 50,000/- per month if employed
for part of the year - NIL
For and On Behalf of the Board of Directors
VISHAL CHAIRS LIMITED
JITEN S. CHOKSEY
CHAIRMAN & MANAGING DIRECTOR
Place : Mumbai
Dated : 15th November,1999.