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Directors Report of VMS Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors present herewith their 23rd (Twentieth Third) Annual Report of your Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The financial performance of the Company for the Year ended 31st March, 2015 is summarized as below:-

(Rs. In Lacs)

STANDALONE

Particulars Year Ended Year Ended on 31.03.2015 on 31.03.2014

Income / Receipts from Operations 8,228.20 11,609.04

Other Income 369.71 343.78

Total Income 8597.91 11952.82

Earning Before Financial Charges, 340.92 374.43 Depreciation, and Taxation (EBITDA)

Financial Charges 168.35 153.57

Depreciation 72.00 66.72

Profit Before Tax (PBT) 100.58 154.14

Less: Provision for Taxation 32.43 45.91 including Deferred

Less Extra Ordinary Item (13.46) (5.92)

Profit After Tax (PAT) 54.68 102.30

Profit Brought Forward from Previous Year 830.19 727.89

Profit Available for Appropriation 884.87 830.19

Balance Carried to Balance Sheet 884.87 830.19



CONSOLIDATED

Particulars Year Ended Year Ended on 31.03.2015 on 31.03.2014

Income / Receipts from Operations 8,228.20 11,609.04

Other Income 369.71 343.78

Total Income 8597.91 11952.82

Earning Before Financial Charges, 340.92 374.43 Depreciation, and Taxation (EBITDA)

Financial Charges 168.35 153.57

Depreciation 72.00 66.72

Profit Before Tax (PBT) 100.58 154.14

Less: Provision for Taxation 32.43 45.91 including Deferred

Less Extra Ordinary Item (13.46) (5.92)

Profit After Tax (PAT) 54.68 102.30

Profit Brought Forward from Previous Year 830.19 727.89

Profit Available for Appropriation 884.87 830.19

Balance Carried to Balance Sheet 884.87 830.19

OPERATIONS REVIEW

The decrease in profit in the current financial year as compared to previous year is due dollar fluctuation against Indian Rupee which highly affects the company's profitability.

LIQUIDITY

We maintain sufficient cash to meet our strategic objectives. We understand that liquidity is necessary to cover Business and Financial risks. Excess funds are invested in deposits with Bank having special rates of interest or by providing short Terms Loan and Advances to parties which is receivable on demand so that funds are readily available at any time period to meet requirement of our business.

DIVIDEND

Looking to future requirements of funds for business operations of the Company, the directors have not recommended any dividend for the Financial Year 2014-15.

FUTURE PROSPECTUS

Our Company is also optimistic that with the stabilization in price for the old ship in the international markets and in the sale price of recycled products in the domestic market, the Company will be able to improve the turnover and the profitability ratios in the coming years.

SUBSIDIARY

The consolidated financial statements presented by the Company include financial information of its subsidiary Company M/s VMS TMT Private Limited which is prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated 8th February, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary company to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, the Annual Accounts of the subsidiary company and the related detailed information will be made available to the holding and subsidiary company investors seeking such information at any point of time. The annual accounts of the subsidiary company will also be kept for inspection by any investor at its Reg. Office /Head Office in Ahmedabad and that of the Subsidiary company concerned.

DIRECTORS

Mr. Ajit Kumar Jain (DIN: 00114766) and Mrs. Sangeeta Jain (DIN: 00125273) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. None of the Directors of the company are disqualified under section 164 of the Companies Act, 2013 from being appointed as a Director of any public company. The Board recommends their reappointment for your approval.

In terms of the provision of Companies Act, 2013 the independent Directors are not liable to retire by rotation. Accordingly the Board has ascertained the Directors who are liable to retire by rotation keeping in view the provisions of the Companies Act, 2013. The Board recommends for their reappointment.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited Companies in which they hold Directorships and Memberships / Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated financial Statements read with the Accounting Standard AS-23 on Accounting for investments in Associates, the Audited consolidated financial statements are provided in the annual report.

INSURANCE

The properties of the company stand adequately insured against risk of fire, strike, riots, earthquake, explosion and malicious damage.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31st March, 2015 the applicable accounting standards have been followed and there has been no material departure.

b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) The Directors have prepared the Annual accounts for the year ended on 31st March, 2015 on a going concern basis.

COST COMPLIANCE REPORT

The Company has appointed a Practicing Cost Accountant for obtaining Cost Compliance Report under the Companies (Cost Accounting Records) Rules, 2011 as per the notification of Ministry of Corporate Affairs dated 3rd June 2011. The Compliance Report will be duly filed with Ministry of Corporate Affairs, within 180 days from the close of the Financial Year ending 31st March, 2015.

RISK MANAGEMENT

The Company is exposed to the risk from the market fluctuations of foreign exchange as well as the fluctuation in the price of iron and steel. The Company's raw material is old ship, which is purchased from the international market on credit ranging up to 180 days to 360 days. Though the Company is not hedging or covering the foreign exchange requirement, the Company is regularly monitoring the foreign exchange movement and suitable remedial measures are taken as and when felt necessary. Though the Company is employing such measures, the Company is still exposed to the risk of any foreign exchange fluctuation.

Likewise, the Company's finished products are mainly re-rollable scrap generated from ship breaking and the price of the same is linked to the market rate for iron and steel. Any ups and downs in the price of the iron and steel will affect the profitability of the Company. The Company keeps a watch on the movement of scrap prices and accordingly decides its policy regarding purchase of ships and sale of scrap.

DISCLOSURES

Except as disclosed elsewhere in this report, there are no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year and the date of this report:

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHNGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to Conversation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo for the financial year ended 31st March 2015 are given in Annexure - II attached hereto and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under the provisions of Clause 49 (IV) (f) of Listing Agreement, a detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report which form of this Report as Annexure - III.

EXTRACT OF THE ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure-V to this Report.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be provided under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CORPORATE SOCIAL RESPONSIBILITY :

The provision of Corporate Social responsibility is not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees ( permenant, contractual, temporary , trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

SECRETARIAL AUDIT REPORT :

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is annexed as Annexure 4 to this Report. As regards the observations made in the said Secretarial Audit Report, regarding shortfall in the spend on CSR activities, explanation is given in this Directors' Report under the heading "Corporate Social Responsibility"

LISTING:

The Equity shares of the Company are listed on Bombay Stock Exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2015-16.

DEMATERIALISATION OF SHARES:

The ISIN for the Equity shares is INE932K01015. As on 31st March, 2015 total 1,64,73,380 equity shares of the company have been Dematerialized. Members of the Company are requested to dematerialize their shares.

CORPORATE GOVERNANCE REPORT

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure - VII. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached.

AUDITORS

The auditors M/s. P D Goplani & Co., Chartered Accountants offers themselves for reappointment at the ensuing annual general meeting. The company has received a letter from the auditors stating that their appointment if made will be within the limits of Section 139, 141 of the Companies Act, 2013 and the rules made there under. The Directors recommend for their reappointment.

FIXED DEPOSITS

During the year ended on 31st March 2015, the Company has not accepted any Fixed Deposits from public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management discussion & Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global & domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and its cost, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the commitment and dedication of the employees, their untiring personal efforts and collective contributions at all levels that has led to the growth and success of the Company. The Directors would also like to thank other stakeholders including banks and business associates who have continued to provide support and encouragement to the Company.

For and on Behalf of Board of Directors

Place : Ahmedabad MANOJ KUMAR JAIN Date : 14.08.2015 MANAGING DIRECTOR






Mar 31, 2014

Dear Shareholders,

The Directors present herewith their 22nd (Twentieth Second) Annual Report of your Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company for the Year ended 31st March, 2014 is summarized as below:-

('' In Lacs)

STANDALONE CONSOLIDATED

Particulars Year Ended Year Ended Year Ended Year Ended on 31.03.2014 on 31.03.2013 on 31.03. 2014 on 31.03.2013

Income / Receipts from Operations 11609.04 12710.91 11609.04 12710.91

Other Income 343.78 430.68 343.78 430.68

Total Income 11952.82 13141.59 11952.82 13141.59

Earning Before Financial Charges, 368.50 368.95 368.50 368.95

Depreciation, and Taxation (EBITDA)

Financial Charges 153.56 81.58 153.56 81.58

Depreciation 66.72 95.40 66.72 95.40

Profit Before Tax (PBT) 148.22 191.97 148.22 191.97

Less: Provision for Taxation including Deferred 45.92 34.23 45.92 34.23

Profit After Tax (PAT) 102.30 157.74 102.30 157.74

Profit Brought Forward from Previous Year 727.88 570.14 727.88 570.14

Profit Available for Appropriation 830.18 727.88 830.18 727.88

Balance Carried to Balance Sheet 830.18 727.88 830.18 727.88

OPERATIONS REVIEW

The decrease in profit in the current financial year as compared to previous year is due dollar fluctuation against Indian Rupee which highly affects the company''s profitability.

LIQUIDITY

We maintain sufficient cash to meet our strategic objectives. We understand that liquidity is necessary to cover Business and Financial risks. Excess funds are invested in deposits with Bank having special rates of interest or by providing short Terms Loan and Advances to parties which is receivable on demand so that funds are readily available at any time period to meet requirement of our business.

DIVIDEND

Looking to future requirements of funds for business operations of the Company, the directors have not recommended any dividend for the Financial Year 2013-14.

FUTURE PROSPECTUS

Our Company is also optimistic that with the stabilization in price for the old ship in the international markets and in the sale price of recycled products in the domestic market, the Company will be able to improve the turnover and the profitability ratios in the coming years.

SUBSIDIARY

The consolidated financial statements presented by the Company include financial information of its subsidiary Company M/s VMS TMT Private Limited which is prepared in compliance with applicable Accounting Standards. The Ministry of Corporate Affairs, Government of India vide its Circular No. 5/12/2007-CL-III dated 8th February, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary company to the balance sheet of the Company, provided certain conditions are fulfilled. Accordingly, the Annual Accounts of the subsidiary company and the related detailed information will be made available to the holding and subsidiary company investors seeking such information at any point of time. The annual accounts of the subsidiary company will also be kept for inspection by any investor at its Reg. Office /Head Office in Ahmedabad and that of the Subsidiary company concerned.

DIRECTORS

Mr. Ajit Kumar Jain (DIN: 00114766) and Ms. Sangeeta Jain (DIN: 00125273) are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. None of the Directors of the company are disqualified under section 164 of the Companies Act, 2013 from being appointed as a Director of any public company. The Board recommends their reappointment for your approval.

In terms of the provision of Companies Act, 2013 the independent Directors are not liable to retire by rotation. Accordingly the Board has ascertained the Directors who are liable to retire by rotation keeping in view the provisions of the Companies Act, 2013. The Board recommends for their reappointment.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited Companies in which they hold Directorships and Memberships / Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standards AS-21 and AS-27 on Consolidated financial Statements read with the Accounting Standard AS- 23 on Accounting for investments in Associates, the Audited consolidated financial statements are provided in the annual report.

INSURANCE

The properties of the company stand adequately insured against risk of fire, strike, riots, earthquake, explosion and malicious damage.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

a) In the preparation of the Annual Accounts for the year ended on 31st March, 2014 the applicable accounting standards have been followed and there has been no material departure.

b) The Directors had selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) The Director have prepared the Annual accounts for the year ended on 31st March, 2014 on a going concern basis.

COST COMPLIANCE REPORT

The Company has appointed a Practicing Cost Accountant for obtaining Cost Compliance Report under the Companies (Cost Accounting Records) Rules, 2011 as per the notification of Ministry of Corporate Affairs dated 3rd June 2011. The Compliance Report will be duly filed with Ministry of Corporate Affairs, within 180 days from the close of the Financial Year ending 31st March, 2014.

RISK MANAGEMENT

The Company is exposed to the risk from the market fluctuations of foreign exchange as well as the fluctuation in the price of iron and steel. The Company''s raw material is old ship, which is purchased from the international market on credit ranging up to 180 days to 360 days. Though the Company is not hedging or covering the foreign exchange requirement, the Company is regularly monitoring the foreign exchange movement and suitable remedial measures are taken as and when felt necessary. Though the Company is employing such measures, the Company is still exposed to the risk of any foreign exchange fluctuation.

Likewise, the Company''s finished products are mainly re-rollable scrap generated from ship breaking and the price of the same is linked to the market rate for iron and steel. Any ups and downs in the price of the iron and steel will affect the profitability of the Company. The Company keeps a watch on the movement of scrap prices and accordingly decides its policy regarding purchase of ships and sale of scrap.

DISCLOSURES

Except as disclosed elsewhere in this report, there are no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year and the date of this report:

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHNGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to Conversation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo for the financial year ended 31st March 2014 are given in Annexure -1 attached hereto and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under the provisions of Clause 49 (IV) (f) of Listing Agreement, a detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which form of this Report as Annexure - II

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be provided under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

LISTING:

The Equity shares of the Company are listed on Bombay Stock Exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2014-15.

DEMATERIALISATION OF SHARES:

The ISIN for the Equity shares is INE932K01015. As on 31st March, 2014 total 1,64,73,380 equity shares of the company have been Dematerialized. Members of the Company are requested to dematerialize their shares.

CORPORATE GOVERNANCE REPORT

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure - III. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached.

AUDITORS

The Auditors M/s K. Solanki & Co., Chartered Accountants, Ahmedabad, holds office until the conclusion of the ensuing Annual General Meeting and has expressed their unwillingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. P. D. GOPLANI & Co, Chartered Accountancy Firm as Statutory Auditor of Company.

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under section 141(3)(g) of the companies Act, 2013.

The Notes on Financial Statement referred to the Auditor''s Report are Self-explanatory and do not call for any further comments.

FIXED DEPOSITS

During the year ended on 31st March 2014, the Company has not accepted any Fixed Deposits from public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

CAUTIONARY STATEMENT:

Statements in the Directors Report and the Management discussion & Analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global & domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and its cost, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the commitment and dedication of the employees, their untiring personal efforts and collective contributions at all levels that has led to the growth and success of the Company. The Directors would also like to thank other stakeholders including banks and business associates who have continued to provide support and encouragement to the Company.

For and on Behalf of Board of Directors

Place : Ahmedabad MANOJ KUMAR JAIN

Date : 23.08.2014 MANAGING DIRECTOR


Mar 31, 2013

Dear Shareholders,

The Directors present herewith their 21st (Twentieth First) Annual Report of your Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the Year ended 31st March, 2013 is summarized as below:-

(Rs.In Lacs)

Particulars Year Ended on Year Ended on 31.03.2013 31.03.2012

Income / Receipts from Operations 12710.91 11638.55

Other Income 430.68 363.79

Total Income 13141.59 12002.34

Earning Before Financial Charges, Depreciation, and Taxation (EBITDA) 368.95 489.65

Financial Charges 81.58 247.47

Depreciation 95.40 79.89

Profit Before Tax (PBT) 191.97 162.29

Less: Provision for Taxation including Deferred 34.23 59.69

Profit After Tax (PAT) 157.74 102.59

Profit Brought Forward from Previous Year 570.14 467.55

Profit Available for Appropriation 727.88 570.14

Balance Carried to Balance Sheet 727.88 570.14

OPERATIONS REVIEW

During the year under review, Your Company has maintained its excellent pace of growth reflected by the significant rise in Turnover, PBT and PAT. The driving areas of the Company were Ship Recycling Unit which has achieved substantial increase in term of Turnover.

LIQUIDITY

We maintain sufficient cash to meet our strategic objectives. We understand that liquidity is necessary to cover Business and Financial risks. Excess funds are invested in deposits with Bank having special rates of interest or by providing short Terms Loan and Advances to parties which is receivable on demand so that funds are readily available at any time period to meet requirement of our business.

EQUITY SHARE CAPITAL

During the year, the Company had not Issue Equity shares.

DIVIDEND

Looking to future requirements of funds for business operations of the Company, the directors have not recommended any dividend for the Financial Year 2012-13

FUTURE PROSPECTUS

The business activity of Ship-breaking industry at Alang Ship Breaking Yard is likely to increase substantially in view of favorable availability of second hand ships and demand of ship-recycled material. However after October 2011 to till today there is drastic depreciation in Indian Rupee against Dollar, which will cause buying of ship costly and ultimately affect on Profit of our business.

Our Company is also optimistic that with the stabilization in price for the old ship in the international markets and in the sale price of recycled products in the domestic market, the Company will be able to improve the turnover and the profitability ratios in the coming years.

In view of modernization and expansion of various ports in Gujarat, the Company is optimistic of substantial rise in off-shore services activity. The Company is exploring possibility to increase off-shore activities in the near future.

DIRECTORS

Mr. Ajitkumar Jain and Mr. Bakul Mehta are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. None of the Directors of the company are disqualified under section 274(1) (g) of the Companies Act, 1956 from being appointed as a Director of any public company. The Board recommends their reappointment for your approval.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited Companies in which they hold Directorships and Memberships / Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report

REGISTERED OFFICE

Your Directors would like to inform you that With Consent of Shareholder via Postal Ballot process Company Registered office was Shifted to 808/ C Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad-380015 (Gujarat) from 2nd Floor ''Jain House'', Opp. Vitthalwadi, Bhavnagar-364003. The Whole Postal Ballots was scrutinized by Practicing Company Secretary Mr. M/s. Khandelwal Devesh & Associates, who gave his Report to Chairman of Board on 8th September, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, the Directors confirm that:

a) In the preparations of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Profit of the Company for the accounting year ended on that date;

c) 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; and

d) The Annual Accounts of the Company have been prepared on a going concern basis.

RISK MANAGEMENT

The Company is exposed to the risk from the market fluctuations of foreign exchange as well as the fluctuation in the price of iron and steel. The Company''s raw material is old ship, which is purchased from the international market on credit ranging up to 180 days to 360 days. Though the Company is not hedging or covering the foreign exchange requirement, the Company is regularly monitoring the foreign exchange movement and suitable remedial measures are taken as and when felt necessary. Though the Company is employing such measures, the Company is still exposed to the risk of any foreign exchange fluctuation.

Likewise, the Company''s finished products are mainly re-rollable scrap generated from ship breaking and the price of the same is linked to the market rate for iron and steel. Any ups and downs in the price of the iron and steel will affect the profitability of the Company. The Company keeps a watch on the movement of scrap prices and accordingly decides its policy regarding purchase of ships and sale of scrap.

DISCLOSURES UNDER SECTION 217(1) (d) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there are no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year and the date of this report:

1. SALE OF TUG ADINATH-8

The Company has sold the Tug known as ''Adinath-8'' as per instrument of sale dt.28th September, 2012 which was operating in Off-shore segment. The Sale of Tug Adinath-8 will not have major effect looking to overall operation of the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHNGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to Conversation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo for the financial year ended 31st March 2013 are given in Annexure - I attached hereto and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under the provisions of Clause 49 (IV) (f) of Listing Agreement, a detailed review of the operations, performance and future outlook of the Company and its business is given in the Management''s Discussion and Analysis Report which form of this Report as Annexure - II

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be provided under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CORPORATE GOVERNANCE REPORT

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure - III. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached.

AUDITORS

The present Statutory Auditors of the Company, M/s. K. Solanki & Co., Chartered Accountants, Ahmedabad, retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the board.

AUDITORS'' REPORT

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations.

FIXED DEPOSITS

During the year ended on 31st March 2013, the Company has not accepted any Fixed Deposits from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysis describing the Company''s objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global & domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and its cost, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the commitment and dedication of the employees, their untiring personal efforts and collective contributions at all levels that has led to the growth and success of the Company. The Directors would also like to thank other stakeholders including banks and business associates who have continued to provide support and encouragement to the Company.

For and on Behalf of Board of Directors

Place : Ahmedabad MANOJ KUMAR JAIN Date:30th May, 2013 MANAGING DIRECTOR


Mar 31, 2012

The Directors present herewith their 20th (Twentieth) Annual Report of your Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial performance of the Company for the Year ended 31st March, 2012 is summarized as below:-

(Rs. In Lacs)

Particulars Year Ended on Year Ended on 31.03.2012 31.03.2011

Income / Receipts from Operations 11638.55 7491.66

Other Income 363.79 238.69

Total Income 12002.34 7730.36

Earning Before Financial Charges, Depreciation, and Taxation (EBITDA) 489.65 332.67

Financial Charges 247.47 109.36

Depreciation 79.89 37.65

Profit Before Tax (PBT) 162.29 185.65

Less: Provision for Taxation including Deferred 59.69 18.47

Profit After Tax (PAT) 102.59 167.18

Profit Brought Forward from Previous Year 467.55 310.99

Profit Available for Appropriation 570.14 478.17

Transfer to Tonnage Tax Reserve - 10.62

Balance Carried to Balance Sheet 570.14 467.55

OPERATIONS REVIEW

During the year under review, Your Company has maintained its excellent pace of growth reflected by the significant rise in Turnover, Net Profit, EBITA. The driving areas of the Company were Ship Recycling Unit which has achieved substantial increase in term of Turnover. The decrease in Profit in the Current financial year is due to non favorable exchange fluctuation in the last quarter of the accounting year.

LIQUIDITY

We maintain sufficient cash to meet our strategic objectives. We understand that liquidity is necessary to cover Business and Financial risks. Excess funds are invested in deposits with Bank having special rates of interest or by providing short Terms Loan and Advances to parties which is receivable on demand so that funds are readily available at any time period to meet requirement of our business.

EQUITY SHARE CAPITAL

During the year, the Company had issued 64, 38,227 Equity shares of Rs. 10/- each at a premium of Rs. 30 /- per share in June 2011 by way of Initial Public Offer. Your Company's shares were listed on the Bombay Stock Exchange Limited (BSE) on 14th June, 2011. The issue was subscribed by about 1.46 times. As a result of this paid up equity shares increased from 10035164 to 16473391 Equity shares as at 31st March, 2012

DIVIDEND

Looking to future requirements of funds for business operations of the Company, the directors have not recommended any dividend for the Financial Year 2011-12

FUTURE PROSPECTUS

The business activity of Ship-breaking industry at Alang Ship Breaking Yard is likely to increase substantially in view of favorable availability of second hand ships and demand of ship-recycled material. However after October 2011 to till today there is drastic depreciation in Indian Rupee against Dollar, which will cause buying of ship costly and ultimately affect on Profit of our business.

Our Company is also optimistic that with the stabilization in price for the old ship in the international markets and in the sale price of recycled products in the domestic market, the Company will be able to improve the turnover and the profitability ratios in the coming years.

In view of modernization and expansion of various ports in Gujarat, the Company is optimistic of substantial rise in off-shore services activity. The Company is exploring possibility to increase off-shore activities in the near future.

DIRECTORS

Mr Ajit Kumar Jain has shown his unwillingness to act as Managing Director of the Company and has given his resignation to the Board of Directors on 16th May, 2012. Further he has also given his consent to act as Director of the Company. The Board accepts his Change of Designation from the Managing Director to Director in their Meeting held on 20th July, 2012.

Mr. Manoj Kumar Jain was appointed as Director of Company on 1st April, 2008. The Company has received a notice from member of the Company in writing pursuant to Section 257 of the Companies Act, 1956, proposing his candidature for the office of Managing Director.

Mr Manoj Kumar Jain is also a Member of ICAI. He is having over 10 years of experience in various fields such as finance, taxation consultancy and ship recycling and off shore Industrial and other business activities. He is examining and advising on Purchase of Old ships and finalizes the deals with the suppliers. He is also guiding on off shore activities and is arranging finance for the business of the company. He plays a major role in providing strategic guidance to our Company. He will be supervising the functional heads and responsible for the overall operation and growth of our Company.

The Board of Directors of the company at their meeting held on 20th July, 2012 appointed him as Managing Director for the period of five years with effect from 20th July, 2012 subject to approval of the members.

Mr. Hitesh Loonia and Mrs. Sangeeta Jain are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. None of the Directors of the company are disqualified under section 274(1) (g) of the Companies Act, 1956 from being appointed as a Director of any public company. The Board recommends their reappointment for your approval.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited Companies in which they hold Directorships and Memberships / Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report

REGISTERED OFFICE

Your Directors believe that it is in the interest of the Company to change the registered office to Ahmedabad as it would result in efficient management of the operations. Hence the registered office of the Company has been changed to 808/ C Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad-380015 (Gujarat) from 2nd Floor 'Jain House', Opp. Vitthalwadi, Bhavnagar-364003. The Board of Director approved the Draft Postal Ballot Notice by passing resolution in their Meeting held on 20th July, 2012. The Result of Postal Ballot will be declared on 10th September, 2012 i.e. on date of Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, the Directors confirm that:

a) In the preparations of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the accounting year ended on that date;

c) 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; and

d) The Annual Accounts of the Company have been prepared on a going concern basis.

RISK MANAGEMENT

The Company is exposed to the risk from the market fluctuations of foreign exchange as well as the fluctuation in the price of iron and steel. The Company's raw material is old ship, which is purchased from the international market on credit ranging up to 180 days to 360 days. Though the Company is not hedging or covering the foreign exchange requirement, the Company is regularly monitoring the foreign exchange movement and suitable remedial measures are taken as and when felt necessary. Though the Company is employing such measures, the Company is still exposed to the risk of any foreign exchange fluctuation.

Likewise, the Company's finished products are mainly re-rollable scrap generated from ship breaking and the price of the same is linked to the market rate for iron and steel. Any ups and downs in the price of the iron and steel will affect the profitability of the Company. The Company keeps a watch on the movement of scrap prices and accordingly decides its policy regarding purchase of ships and sale of scrap.

DISCLOSURES UNDER SECTION 217(1) (d) OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in this report, there are no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year and the date of this report:

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHNGE EARNINGS AND OUTGO

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 related to Conversation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo for the financial year ended 31st March 2012 are given in Annexure -1 attached hereto and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under the provisions of Clause 49 (IV) (f) of Listing Agreement, a detailed review of the operations, performance and future outlook of the Company and its business is given in the Management's Discussion and Analysis Report which form of this Report as Annexure - II

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be provided under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CORPORATE GOVERNANCE REPORT

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure - III. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached.

AUDITORS

The present Statutory Auditors of the Company, M/s. K. Solanki & Co., Chartered Accountants, Ahmedabad, retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the board.

AUDITORS' REPORT

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further comments and explanations.

FIXED DEPOSITS

During the year ended on 31st March 2012, the Company has not accepted any Fixed Deposits from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global & domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and its cost, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude, the commitment and dedication of the employees, their untiring personal efforts and collective contributions at all levels that has led to the growth and success of the Company. The Directors would also like to thank other stakeholders including banks and business associates who have continued to provide support and encouragement to the Company.

For and on Behalf of Board of Directors

Place : Bhavnagar Sd/-

Date : July 20, 2012 MANOJ KUMAR JAIN

MANAGING DIRECTOR

 
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