Mar 31, 2018
Dear Shareholders,
The Directors present herewith their 26th (Twentieth Sixth) Annual Report of your Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2018.
FINANCIAL RESULTS
The financial performance of the Company for the Year ended 31st March, 2018 is summarized as below:-
Particulars |
STANDALONE |
CONSOLIDATED |
||
Year Ended on 31.03.2018 |
Year Ended on 31.03.2017 |
Year Ended on 31.03.2018 |
Year Ended on 31.03.2017 |
|
Income / Receipts from Operations |
11785.85 |
11411.67 |
13475.69 |
11473.84 |
Other Income |
290.91 |
362.53 |
413.58 |
403.82 |
Total Income |
12076.76 |
11774.20 |
13889.27 |
11877.66 |
Earning Before Financial Charges, Depreciation, and Taxation (EBITDA) |
400.43 |
258.90 |
569.42 |
300.80 |
Financial Charges |
143.35 |
42.85 |
262.62 |
82.32 |
Depreciation |
46.97 |
43.27 |
60.01 |
43.26 |
Profit Before Tax (PBT) |
210.11 |
172.28 |
246.79 |
175.22 |
Less: Provision for Taxation including Deferred |
69.45 |
73.21 |
80.97 |
74.12 |
Less Extra Ordinary Item |
- |
- |
- |
- |
Profit After Tax (PAT) |
140.66 |
99.07 |
165.82 |
101.10 |
Profit Brought Forward from Previous Year |
1079.14 |
980.07 |
1081.17 |
980.07 |
Profit Available for Appropriation |
1219.80 |
1079.14 |
1246.99 |
1081.17 |
Balance Carried to Balance Sheet |
1219.80 |
1079.14 |
1246.99 |
1081.17 |
OPERATIONS REVIEW
During the year, under review, the revenue from operations amounted to Rs. 11785.85 Lakhs (Consolidated Rs. 13475.69 Lakh) R as against the previous year figure of Rs. 11411.67 lacs (Consolidated Rs.11473.84 Lakh), a growth of 4% approx (Consolidated a growth of 17.50% approx). In-spite of overall slowdown in the economy, the Company was able to generate Net Profit After Tax amounted to Rs. 140.67 lakhs (Consolidated Rs.165.82 Lakhs) as against the previous year figure of Rs.99.07 lakhs (Consolidated Rs.101.10 Lakhs) a growth of 42% approx (Consolidated a growth of 64.01%).
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 2017-18.
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 Company has one subsidiaries company M/s VMS TMT PVT LTD but does not have any associate company and joint ventures within the meaning of Section 2(6) of the Companies Act, 2013.
A statement containing the salient features of the financial statement of the Company''s subsidiary under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed as Annexure-I in prescribed form AOC-1.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Particulars of Contract with Related party is attached as AOC-2 in Annexure-I
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN EXCHNGE EARNINGS AND OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2018 are given in Annexure - II attached hereto and forming part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under the provisions of Listing Obligation & Disclosure Requirements Regulations, 2015, 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
PARTICULARS OF EMPLOYEES
There are no employees in the Company whose particulars are required to be provided under Section 197(12) of the Companies Act, 2013 Details of which is attached as Annexure-IV.
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, 2018 is annexed as Annexure-V to this Report.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2018 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is annexed as Annexure VI to this Report.
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 LODR Regulations, 2015, 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 STATUTORY AUDITOR
The auditors M/s. S N SHAH & Associates., 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.
DIRECTORS
Mr. Ajit Kumar Jain (DIN:00114766) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Mr. Ajit Kumar Jain is not disqualified under section 164 of the Companies Act, 2013 from being appointed as a Director of any public Company. The Board recommends his 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 his expertise in specific functional areas and names of the Public Limited Companies in which she hold Directorships and Memberships / Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under LODR, 2015 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 134(5) of the Companies, Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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 and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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, 2018.
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 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:
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Listing Obligation & Disclosure Requirements Regulations, 2015, the Company has framed Risk Management Policy. The details of the policy are as updated on website of the Company www.vmsil.com. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the Company has not identified any element of risk which may threaten the existence of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 12 (Twelve) Board meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
FORMAL ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Obligation & Disclosure Requirements Regulations, 2015, the Board has carried out an evaluation of its own performance and the Directors individually. A process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
A familiarization programme was conducted for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the said was updated on website of the Company http://www.vmsil.com
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
a) Shri. Bakulbhai Mehta - Chairman
b) Shri.AjitkumarJain - Member
c) ShriPranavParikh - Member
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.
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 (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.
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 2018-19.
DEMATERIALISATION OF SHARES:
The ISIN for the Equity shares is INE932K01015. As on 31st March, 2018 total 1,64,73,255 equity shares of the Company have been Dematerialized. Members of the Company are requested to dematerialize their shares.
FIXED DEPOSITS
During the year ended on 31st March 2018, 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 : 30.05.2018 MANAGING DIRECTOR
Mar 31, 2016
DIRECTORS'' REPORT
Dear Shareholders,
The Directors present herewith their 24th (Twentieth Fourth) Annual Report of your Company together with the Audited Annual Accounts of the Company for the year ended 31st March, 2016.
FINANCIAL RESULTS
The financial performance of the Company for the Year ended 31st March, 2016 is summarized as below:-
(Rs, In Lacs)
STANDALONE |
CONSOLIDATED |
|||
Particulars |
Year Ended on 31.03.2016 |
Year Ended on 31.03.2015 |
Year Ended on 31.03.2016 |
Year Ended on 31.03.2015 |
Income / Receipts from Operations |
10,179.95 |
8,228.19 |
10,179.95 |
8,228.19 |
Other Income |
424.09 |
369.71 |
424.09 |
369.71 |
Total Income |
10,604.04 |
8597.90 |
10,604.04 |
8597.90 |
Earning Before Financial Charges, Depreciation, and Taxation (EBITDA) |
307.53 |
340.92 |
307.53 |
340.92 |
Financial Charges |
132.82 |
168.35 |
132.82 |
168.35 |
Depreciation |
34.98 |
71.99 |
34.98 |
71.99 |
Profit Before Tax (PBT) |
139.74 |
100.58 |
139.74 |
100.58 |
Less: Provision for Taxation including Deferred |
44.53 |
32.44 |
44.53 |
32.44 |
Less Extra Ordinary Item |
- |
(13.46) |
- |
(13.46) |
Profit After Tax (PAT) |
95.20 |
54.68 |
95.20 |
54.68 |
Profit Brought Forward from Previous Year |
884.87 |
830.18 |
884.87 |
830.18 |
Profit Available for Appropriation |
980.07 |
884.87 |
980.07 |
884.86 |
Balance Carried to Balance Sheet |
980.07 |
884.87 |
980.07 |
884.86 |
OPERATIONS REVIEW
During the year, under review, the revenue from operations amounted to Rs, 10179.95 lacs as against the previous year figure of Rs, 8228.19 lacs, a growth of 23.72 % approx. In-spite of overall slowdown in the economy, the Company was able to generate Net Profit After Tax amounted to Rs, 95.20 lacs as against the previous year figure of Rs, 54.68 lacs , a growth of 74.12%.
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 2015-16.
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. As per Sub Section (3) of Section 129 of the Companies Act, 2013 mandates every company to prepare a consolidated financial statement for all the Companies having one or more subsidiaries 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 and also available at website of the Company (www.vmsil.com)
DIRECTORS
Mr. Ajit Kumar Jain (DIN: 00114766) is 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 LODR, 2015 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 134(5) of the Companies, Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
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, 2016.
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 2016 are given in Annexure - II attached hereto and forming part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under the provisions of Listing Obligation & Disclosure Requirements Regulations, 2015, 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.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has framed Risk Management Policy. The details of the policy are as updated on website of the company www.vmsil.com . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Your Directors draw attention of the members to Note 2.3 to the financial statement which sets out related party disclosures.
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.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 9 (Nine) Board meetings during the financial year under review. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
FORMAL ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Obligation & Disclosure Requirements Regulations, 2015, the Board has carried out an evaluation of its own performance and the Directors individually. A process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.
A familiarization programme was conducted for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the said was updated on website of the Company http://www.vmsil.com
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
a) Shri. Bakulbhai Mehta - Chairman
b) Shri. Ajitkumar Jain - Member
c) Shri Pranav Parikh - Member
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.
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 201516 and hence no complaint is outstanding as on 31.03.2016 for redressal.
SECRETARIAL AUDIT REPORT :
Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2016 given by M/s. Jalan Alkesh & Associates, Practicing Company Secretary is annexed as Annexure VI to this Report.
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 2016-17.
DEMATERIALISATION OF SHARES:
The ISIN for the Equity shares is INE932K01015. As on 31st March, 2016 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 Listing Obligation & Disclosure Requirements Regulations, 2015, 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 2016, 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 : Ahmadabad MANOJ KUMAR JAIN
Date : 12th August, 2016 MANAGING DIRECTOR
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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