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વિઝન ઓર્ગેનીક્સ ડિરેક્ટર્સ રિપોર્ટ, વિઝન ઓર્ગેનીક્સ ડિરેક્ટર્સ દ્વારા રિપોર્ટ

વિઝન ઓર્ગેનીક્સ

બીએસઈ: 532383  |  ઍનઍસઈ : VISIONLTD  |  ISIN: INE514B01010  |  Chemicals

શોધો વિઝન ઓર્ગેનીક્સ કનેક્શન
ડિરેક્ટર્સ રિપોર્ટ વર્ષાન્ત : Mar '03
Your Directors present herewith Ninth Annual Report togetherewith
 Audited Annual Statements of Accounts for the year ended 31.03.2003.
 
 1. FINANCIAL RESULTS
 
 During the year under review, the Company earned Turnover of Rs. 24.60
 lacs as against Rs. 1094.56 lacs of previous year, whereas net loss
 after Interest, Depreciation and Tax reached to Rs. 3493.72 lacs as
 against Rs. 607.27 lacs of previous year.
 
 In view of huge loss, the Company has not charged depreciation whereas
 no provision for Interest on Secured Loans obtained from Banks has been
 made as the quantum of Interest devolving oh the Company, could not be
 estimated, due to suited against Banks.
 
 2. DIVIDEND
 
 In view of loss, the Board regrets its inability to recommend payment
 of Dividend
 
 3. OPERATION IN RETROSPECT
 
 The Company which was otherwise a growing Company witnessed the year
 under review, as a year of full of despair and difficulties mainly due
 to illegal acts of Bankers. The Company has been penalised by its
 cliental groups by non payment of sales proceeds which were earlier
 realizable debtors, on the ground that the Company could not fulfill
 the supply/delivery schedules of confirmed orders committed by it, with
 these customers, at the time of undertaking expansion project.
 
 Due to serious and repeated. violations by the Banks of specific laws
 such as Banking secrecy laws, Negotiable Instrument Act u/s. 31, Indian
 Contract Act u/s. 73, Indian Contract Act u/s. 38 by banks, for which
 company had already filed suits for damages in 2001 in the Court,
 Company was compelled to stop its productions. This obviously resulted
 into huge failure in Companys long-term supply commitments made in
 year 2000 to its prospective regular buyers. As a result these
 customers had to incur huge losses by buying these huge quantities at
 very high rates from apot markets; to fulfill their commitments & had
 to suffer partly, for heavy production losses, where they couldnot
 procure bur replacements.
 
 Thus clearly due to violations of laws by bank. Company could not
 fulfill huge supply commitments to its regular customers, hence Company
 had to offer huge compensations and make necessary provisions to such
 suffered customers, which us the main reason of losses. Company had
 already made corresponding damages claim in court against concerned
 banks as mentioned above.
 
 4. FUTURE PROSPECTS
 
 The Company is required to make necessary application to the Board for
 Industrial and Financial Reconstruction (BIFR) for its revival and
 rehabilitation under Section 15 of Sick Industrial Companies (Special
 Provisions) Act, 1985, on complete erosion of its entire networth as at
 31.03.2003 and necessary steps are being taken in this regard. The
 Company expects that the settlement of its dues from the Banks. it
 would recommence its manufacturing activities. The Company is also
 actively trying other possibilities on priority basis.
 
 5. ISSUE OF SHARES ON PREFERENTIAL BASIS
 
 In order to reduce the financial obligation of unsecured loans lenders,
 the Company has envisaged a plan to offer, issue and allot 7,00,000
 Equity Shares of Rs. 10/- each at par on preferential basis subject to
 the approval of the shareholders and Stock Exchanges.
 
 6. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
 
 Report on Corporate Governance and Management Discussion and Analysis
 Report are attached herewith as Annexures A and B to this Report.
 
 7. DIRECTORS RESPONSIBILITY STATEMENT
 
 As required under Section 217(2AA) your directors confirm that:
 
 i. In the preparation of the annual accounts, the applicable accounting
 standards have been followed.
 
 ii. The directors had selected such accounting; policies and applied
 them consistently except non provision of Depreciation and Interest for
 the reasons stated hereinunder and 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, 2003 and of the loss
 of the Company for the year ended on that date.
 
 iii. The directors have taken proper and sufficient care for the
 maintenance of adequate accounting f 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. The directors have prepared the annual accounts on a going concern
 basis.
 
 8. FIXED DEPOSITS
 
 Fixed deposits received and outstanding as at 31st March, 2003 stood
 at Rs. 39.16 lacs. None of the deposits has remained unclaimed or
 overdue as on that date.
 
 9. DIRECTORS
 
 Mrs. Nayna J. Shah who retires by rotation and being eligible offers
 herself for reappointment.
 
 10. AUDITORS
 
 M/s. Dilip K Thakkar & Co., the Chartered Accountants, Vadodara, the
 Statutory Auditors of the Company, hold office upto conclusion of
 ensuing Annual General Meeting, do not offer themselves for
 reappointment, due to their personal reasons. However, the Company has
 received a certificate from M/s. Y. K. Shah & Co., the Chartered
 Accountants, stating that if their appointment as Statutory Auditors is
 made, it would be well within the ceiling prescribed under Section
 224(1-B) of the Companies Act, 1956.
 
 The members are requested to consider appointment of Auditors and fix
 their remuneration.
 
 11. AUDITORS REMARKS IN THEIR REPORT
 
 The remarks made in Auditors Report by the Statutory Auditors read
 with notes on accounts are self explanatory and do not require any
 further clarification and explanation.
 
 12. STATUTORY DISCLOSURES
 
 The information required under Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1976 is
 not furnished as no employee is covered thereunder.
 
 The information required under Section 217(1)(e) of the Companies Act,
 1956 read with Companies (Disclosure of Particulars in the Report of
 the Board of Directors) Rules, 1988 is not annexed hereto as - no
 manufacturing activity could be undertaken during the year under
 review.
 
 13. ACKNOWLEDGEMENT
 
 The Board-expresses its sincere appreciations to all the concerned for
 their valuable support.
 
                                         For and on behalf of the Board,
 Place: Vadodara                                               J. H.SHAH
 Date: 30/06/2003                           Chairman & Managing Director
સ્તોત્ર: રેલીગેર ટેકનોવા


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