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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of VMS Industries Ltd.

Mar 31, 2024

Your directors present herewith their 32nd Annual Report of your Company together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2024

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the Year ended 31st March, 2024 is summarized as below: -

''. In Lakhs

	STANDALONE
Particulars	Year Ended on 31.03.2024	Year Ended on 31.03.2023
Income / Receipts from Operations	26637.28	14038.87
Other Income	447.03	537.42
Total Income	27084.31	14576.29
Earning Before Financial Charges, Depreciation, and Taxation (EBITDA)	1054.19	501.67
Financial Charges	164.37	164.96
Depreciation	45.18	38.36
Profit Before Tax (PBT)	844.64	298.35
Less: Provision for Taxation including Deferred	213.11	48.60
Profit After Tax (PAT)	631.53	249.75
Profit Brought Forward from Previous Year	2021.52	1771.77
Profit Available for Appropriation	2653.05	2021.52
Balance Carried to Balance Sheet	2653.05	2021.52
Earnings Per Share (EPS)
Basic	3.83	1.52
Diluted	3.83	1.52

OPERATIONS REVIEW

During the year, under review, the revenue from operations amounted to ''.26637.28 Lakhs (as against the previous year figure of ''.14038.87 Lakhs. The Company was able to generate Net Profit After Tax amounted to ''.631.53 Lakhs as against the previous year figure of ''.249.75 lakhs.

SHARE CAPITAL:

Year	Authorised Capital		Issued Capital		Subscribed Capital & Paid-Up Capital
Year	Shares	''.	Shares	''.	Shares	''.
2023-24 [C.F.Y.]	260.00	2600.00	164.734	1647.34	164.734	1647.34
2022-23 [P.F.Y.]	260.00	2600.00	164.7.34	1647.34	164.7.34	1647.34

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to reserves of the Company. However, during the year net profit of ''. 631.53 Lakhs was carried forward to retained earnings and not transferred to free reserves under the head reserves and surplus

DIVIDEND

During the Year under review, the turnover and profitability of the Company has grown sufficiently, However, your directors, in order to conserve the resources and recognizing the need for conserving cash to augment its working capital to continue the growth momentum, it would be prudent to plough back the profits for the year for the operations and do not recommend any dividend for the year 2023-24 under review

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED:

Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Sangeeta Jain (DIN: 00125273) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Your directors recommend her re-appointment for approval of the members and the brief details as required under regulation 36(3) of SEBI Listing obligations and Disclosure requirement, Regulations 2015, read with secretarial standard, is provided as Annexure to the notice of the Annual general meeting

Appointment:

During the financial year under review, following directors were appointed by the board as an additional director in the board meeting held on 13/02/2024 with immediate effect:

Name of Directors	Designation	DIN
Mr Murari Agarwal	Independent Director	10433524

Cessation:

During the year under review, following directors have resigned;

Name of Directors	Designation	Date	DIN
Mr. Hitesh Loonia	Independent Director	13/02/2024	01010325
Mr. Ajit Kumar Jain	Director	15/10/2024	00114766

During F Y 2023-24 there is sad dismiss of One of Director Shri Ajitkumar Jain (DIN: 00114766), Director of the Company on 15th October 2023.

Key Managerial Personnel (''KMP'')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

â¢ Mr. Manojkumar Jain, Managing Director (MD)

â¢ Mrs. Sangeeta Jain, Whole Time Director (WTD)

â¢ Mr. Hemal Patel, Company Secretary (CS)

â¢ Mr. Amit Mandaia Chief Financial Officer (CFO)â¬

The Company has compiled with the requirements of having Key Managerial Personnel as per provisions of Section 203 of the Companies Act, 2013.

DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company don''t have any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the beginning of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the Company''s subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or which may have impact on the Company''s operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE 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 2024 are given in Annexure - III attached hereto and forming part of this report.

PERSONNEL:

There was no employee drawing remuneration requiring disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

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.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The report does not contain any qualification, reservation or adverse remark.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company has, in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/s K Jatin & Co, Company Secretaries to carry out Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Auditor is annexed to this Report as "Annexure- V" which is self-explanatory and gives complete information.

There is no qualification or remark in secretarial auditor''s report.

(C) INTERNAL AUDITORS:

The Board of Directors has appointed M/s. SNDK & Associates LLP, Chartered Accountants, as Internal Auditors of the Company to carry out Internal Audit of the Company for the Financial Year 2023-24. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the Internal Audit.

(D) COST RECORDS AND COST AUDITORS:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has made and maintained such cost accounts and records. The Board on the recommendation of the Audit Committee has appointed Anuj Aggarwal & Co, Cost Accountants, Ahmedabad having Firm Registration No.102409M/s. A.G. Tulsian & Co. Cost Accountants (Firm Registration No. 100629) as the Cost Auditors of the Company for FY 2023-24 under Section 148 and all other applicable provisions of the Act.

(E) EVENT OCCURED AFTER BALANCE SHEET DATE BEFORE APPROVAL OF ACCOUNTS:

Our Company has made a Right issue of 80 Lakhs Equity shares of ''.10 each @ rate of ''.35 each (''.10/- Nominal Value and ''.25 Premium per Shares) on 22.05.2024 amounting to total of ''.28 Crores to Existing shareholder. Details of Right issue is available at the company website: www.vmsil.in link https://www.vmsil.in/right-issue.html.

Auditor of Company also mention the same in their Auditor''s Report as per Ind As-24.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as "Annexure IV"

LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange with security ID/symbol of VMS.

The Company confirms that the Annual Listing Fees of Bombay Stock Exchange is paid for the year 2023-24.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts for the year ended 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have 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 2023-24 and of the profits of the Company for that period.

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

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organisation. They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

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- VI. The Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure-II ".

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the year 2023-24 under report were on an arm''s length basis and in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year which may have potential conflict with the interest of the Company hence, there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the Related Party Transactions are provided in the notes to the accounts i.e., other Notes (b). Members are requested to refer the same. AOC-2 Annexure-I

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of investment and loans, made under Section 186 of the Companies Act, 2013 are furnished in the Notes No. 3, 4 & 10 to the Financial Statements for the year ended 31st March 2024.

The Company has not provided any guarantee or security to companies, firms, limited liability partnerships or other parties.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. It is dealt with in greater details in the management discussion and analysis section. During the year, there were no elements of risk, which in the opinion of the Board may threaten the existence of the company.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mr. Bakul Mehta, Mr. Pranav Parikh and Mr. Murari Agarwal, are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and regulation 16(1) (b) of the Listing Regulations and are independent from the management. The Independent Director of the Company holds office for the term of five years. In terms of the provision of Companies Act, 2013 the independent Directors are not liable to retire by rotation.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of Finance and taxation, technology, digitalisation, human resources, strategy, auditing, tax corporate governance, etc. and that they hold highest standards of integrity.

Brief resumes of the above Directors, nature of his 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 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

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, 2024 is available at Company''s Website: www.vmsil.in.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013

Twelve (12) Meetings of the Board were held during the financial year 2023-24 on following dates:

Date of Board Meeting	MANOJKUMAR JAIN	SANGEETA JAIN	AJITKUMAR JAIN	BAKULBHAI MEHTA	PRANAV PARIKH	MURARI AGARWAL	HITESH LOONIA
05-04-2023	YES	YES	LOA	YES	LOA	N.A	YES
29-05-2023	YES	YES	YES	YES	YES	N.A	LOA
22-06-2023	YES	YES	YES	LOA	YES	N.A	YES
20-07-2023	YES	YES	YES	LOA	YES	N.A	YES
11-08-2023	YES	YES	LOA	YES	YES	N.A	YES
01-09-2023	YES	YES	LOA	YES	YES	N.A	YES
25-10-2023	YES	YES	N.A	YES	YES	N.A	YES
11-11-2023	YES	YES	N.A	YES	YES	N.A	YES
29-11-2023	YES	YES	N.A	YES	YES	N.A	YES
18-01-2024	YES	YES	N.A	YES	YES	N.A	YES
31-01-2024	YES	YES	N.A	YES	YES	N.A	YES
13-02-2024	YES	YES	N.A	YES	LOA	N.A	YES
ATTENDED	12	12	3	10	10	0	11

Mr. Murari Agarwal appointed on Board on 13.02.2024 and Hitesh Loonia Resign from Company on 13.02.2024 CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company. REPORTING OF FRAUD:

During the year under review, there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year 2023-24, the Company has not received any complaint of sexual harassment.

ANNUAL PERFORMANCE EVALUATION:

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board was based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Committees was based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of committees, effectiveness of committee meetings, etc.

CREDIT RATINGS

Company has obtained the credit rating from CARE are as follow

Facilities	Amount (''. In Crore)	Ratings	Rating Action
Long Term/Short Term Bank Facilities	138.00	CARE BBB-; Stable / CARE A3 (Triple B Minus; Outlook: Stable/ A Three	Reaffirmed
Short Term Bank Facilities	5.50	CARE A3 (A Three)	Reaffirmed
Total	143.50

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorized for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished Price Sensitive Information (UPSI)

All the above policies have been displayed on the website of the www.vmsil.in.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last Eight years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of Company''s Business.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT & VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions. APPRECIATION:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Banker, Regulatory Bodies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executive officers and staff at all levels of the Company. We look forward for the continued support of all stakeholders in the future and we are very thankful for the confidence shown in the Company.

On behalf of the Board of Directors of VMS Industries Limited

Manojkumar Jain Sangeeta Jain

Date: 13th August, 2024 Managing Director Whole Time Director

Place: Ahmedabad (DIN: 02190018) (DIN: 00125273)

Mar 31, 2023

Your Directors present herewith their 31st (Thirty First) Annual Report of your Company together with the Audited Financial Statements for the Financial Year (''FY'') ended March 31, 2023.

FINANCIAL RESULTS

The financial performance of the Company for the Year ended 31st March, 2023 is summarized as below:-

Particulars	STANDALONE
Particulars	Year Ended on 31.03.2023	Year Ended on 31.03.2022
Income / Receipts from Operations	14038.87	15764.04
Other Income	537.42	549.61
Total Income	14576.29	16313.65
Earning Before Financial Charges, Depreciation, and Taxation (EBITDA)	501.67	379.92
Financial Charges	164.96	193.80
Depreciation	38.36	38.19
Profit Before Tax (PBT)	298.35	147.93
Less: Provision for Taxation including Deferred	48.60	40.22
Profit After Tax (PAT)	249.75	107.71
Profit Brought Forward from Previous Year	1771.77	1644.06
Profit Available for Appropriation	2021.52	1771.77
Balance Carried to Balance Sheet	2021.52	1771.77

OPERATIONS REVIEW

During the year, under review, the revenue from operations amounted to Rs. 14038.87 Lakhs (as against the previous year figure of Rs. 15764.04 Lakhs. In-spite of overall slowdown in the economy, the Company was able to generate Net Profit After Tax amounted to Rs.249.75 Lakhs as against the previous year figure of Rs.107.71 lakhs.

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 2022-23.

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.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for FY 2022-23 in the Retained Earnings.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CREDIT RATINGS

Company has obtained the credit rating from CARE are as follow

Facilities	Amount (Rs. In Crore)	Ratings	Rating Action
Long Term/Short Term Bank Facilities	138.00	CARE BBB-; Stable/CARE A3 (Triple B Minus; Outlook: Stable/ A Three)	Reaffirmed
Short Term Bank Facilities	5.50	CARE A3 (A Three)	Reaffirmed
Total	143.50

SUBSIDIARY COMPANIES AND JOINT VENTURES

The Company had one subsidiaries company M/s VMS TMT PVT LTD till 30th August, 2020 and there is no joint venture with the Company. RELATED PARTY TRANSACTIONS

All related party transactions entered into during FY 2022-23 were on an arm''s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is separately attached herewith in Annexure-I.

The details of the transactions with related parties are also provided in the accompanying Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Management Discussion and Analysis is presented in a separate section forming part of this Annual Report as Annexure - II. As required under the provisions of the Listing Regulations, the Audit Committee of the Company has reviewed the Management Discussion and Analysis report of the Company for the year ended March 31, 2023.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistle blower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and other external stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee.

No personnel of the Company has been denied access to the Audit Committee. The Whistle blower Policy and Vigil Mechanism ensures that strict confidentiality is maintained in such cases and no unfair treatment is meted out to a Whistle blower. The Company, as a Policy, condemns any kind of discrimination, harassment, victimisation or any other unfair employment practice being adopted against Whistle blowers.

The Policy is also posted on the website of the Company at: http://www.vmsiLm/uploads/2/8/88/28880383/whistle-blower-policy-.pdf

PREVENTION OF SEXUAL HARASSMENT (''POSH'')

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulators or the courts or tribunals impacting the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed. However, the Company recognises that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

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 2023 are given in Annexure - III attached hereto and forming part of this report.

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, 2023 is available at Company''s Website: www.vmsil.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company Mr. Ajit Kumar Jain (DIN: 00114766), Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself 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 her reappointment for your approval.

Independent Directors

In terms of Section 149 of the Act, Mr. Bakul Mehta, Mr. Pranav Parikh and Mr. Hitesh Loonia, are the Independent Directors of the Company. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and regulation 16(1) (b) of the Listing Regulations and are independent from the management. The Independent Director of the Company holds office for the term of five years. In terms of the provision of Companies Act, 2013 the independent Directors are not liable to retire by rotation.

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.

Key Managerial Personnel (''KMP'')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

â¢ Mr. Manojkumar Jain, Managing Director (MD)

â¢ Mrs. Sangeeta Jain, Whole Time Director (WTD)

â¢ Mr. Hemal Patel, Company Secretary (CS)

â¢ Mr. Amit Mandaia Chief Financial Officer (CFO)

Board Evaluation

The Board has carried out the annual evaluation of its own performance and that of its Committees and individual Directors for the year pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2023:

(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.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''Rules'') are enclosed as Annexure-IV to this report.

AUDITORS Statutory Auditor

Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has made and maintained such cost accounts and records. The Board on the recommendation of the Audit Committee has appointed M/s. Anuj Agrawal & Co. Cost Accountants (Firm Registration No. 100629) as the Cost Auditors of the Company for FY 2023-24 under Section 148 and all other applicable provisions of the Act.

M/s. Anuj Agrawal & Co. have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members'' ratification for the remuneration payable to M/s. A.G. Tulsian & Co. is included at Item No. 6 of the Notice convening the AGM.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s. K. Jatin & Co., Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company to carry out the secretarial audit for FY 2023-23. The report of the Secretarial Auditors for FY 202223 is enclosed as Annexure - V to this Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report. CORPORATE GOVERNANCE AND COMPLIANCE

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organisation. They

assist the business in functioning smoothly by being compliant at all times and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

INSURANCE

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

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.in. 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.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 11 (Eleven) 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.

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)	ShriPranav 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.

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 2023-24.

DEMATERIALISATION OF SHARES:

The ISIN for the Equity shares is INE932K01015. As on 31st March, 2023 total 1,64,73,255 equity shares of the Company have been Dematerialized. Members of the Company are requested to dematerialize their shares.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

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.

On behalf of the Board of Directors

Date : 11.08.2023 Manojkumar Jain Sangeeta Jain

Place : Ahmedabad Managing Director Whole Time Director

(DIN: 02190018) (DIN: 00125273)

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 31^st March, 2018 is summarized as below:-

Particulars	STANDALONE		CONSOLIDATED
Particulars	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

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

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 31^st 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

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

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.

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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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

DISCLOSURES

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

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 31^st 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:

ACKNOWLEDGEMENT

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 24^th (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 31^st 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

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

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.

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

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

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.

DISCLOSURES

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 31^st March 2016 are given in Annexure - II attached hereto and forming part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

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

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

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

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 31^st 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:

ACKNOWLEDGEMENT

For and on Behalf of Board of Directors

Place : Ahmadabad MANOJ KUMAR JAIN

Date : 12^th 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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