A Oneindia Venture

Notes to Accounts of VMS Industries Ltd.

Mar 31, 2025

l) Provisions, Contingent Liabilities and Contingent Assets

The Company recognises a provision when it has a present obligation as a result of a past event that probably requires an outflow of
the Company''s resources embodying economic benefits at the time of settlement and a reliable estimate can be made of the amount
of the obligation. The provisions are measured at the best estimate of the amounts required to settle the present obligation as at the
balance sheet date and are not discounted to their present values.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed
only on the occurrence or non-occurrence of one or more future uncertain events which are not wholly or substantially within the
control of the Company or a present obligation that arises from the past events where it is either not probable that an outflow of
resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

When demand notices are issued by the Government Authorities and demand is disputed by the company and it is probable that the
company will not be required to settle/pay such demands then these are classified as disputed obligations.

Contingent Assets, if any, are not recognised in the financial statements. If it becomes certain that inflow of economic benefit will arise
then such asset and the relative income are recognised in financial statements.

m) Prior Period Errors:

Prior period errors are in the form of omission of certain items in the financial statements of prior periods which were not available
when the financial statements were approved for issue and which could reasonably be expected to have been obtained and taken into
account in the preparation and presentation of financial statement of prior period.

The Prior period errors have been corrected retrospectively by restating the respective amounts of the prior period presented in which
the error occurred. If the errors have occurred before the earliest prior period presented, the errors have been corrected by restating
the opening balances of assets, liabilities and equity of the earliest prior period presented.

n) Current/Non-Current Classifications:

The Company presents assets and liabilities in the balance sheet on the basis of their classifications into current and non-current.
Assets:

An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period.

All other assets are classified as non-current.

Liabilities:

A liability is treated as current when it is:

• Expected to be settled in normal operating cycle

• Held primarily for the purpose of trading

• Due to be settled within twelve months after the reporting period

• No unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

o) Financial Instruments, Financial Assets, Financial Liabilities, Investments and Equity Instruments

The financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the
relevant instrument and are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than financial assets and financial liabilities measured at fair value through profit or loss)
are added to or deducted from the fair value on initial recognition of financial assets or financial liabilities.

A. Financial Assets:

Initial Recognition:

Financial Assets include Investments, Trade Receivables, Security Deposits, Cash and Cash Equivalents and eligible current and non¬
current assets. The financial assets are initially recognized at the transaction price when the Company becomes party to contractual
obligations. The transaction price includes transaction costs unless the asset is being value at fair value through the Statement Of Profit
and Loss.

Subsequent Measurement:

The subsequent measurement of financial assets depends upon the initial classification of financial assets. For the purpose of
subsequent measurement, financial assets are classified as under:

i. C inancial Assets At Amortized Cost where the financial assets are held solely for collection of cash flows and contractual terms
of the assets give rise on specified dates to cash flows that are solely payments of principal and interest on principal amount
outstanding.

ii. Cair value through other comprehensive income (FVTOCI), where the financial assets are held not only for realization of principal
and interest but also from the sale of such assets. Such assets are subsequently measured at fair value, with unrealised gains and
losses arising from changes in the fair value being recognised in other comprehensive income.

iii. Cair value through profit or loss (FVTPL), where the assets are managed in accordance with an approved investment strategy that
triggers purchase and sale decisions based on the fair value of such assets. Such assets are subsequently measured at fair value,
with unrealised gains and losses arising from changes in the fair value being recognised in the Statement of Profit and Loss in the
period in which they arise.

Trade Receivables, Security Deposits, Cash and Cash Equivalents, Investments in Equity where reliable data for fair value is not available
then such eligible current and non-current assets are classified for measurement at amortized cost.

Impairment:

If the recoverable amount of an asset (or cash-generating unit/Fixed Assets) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately
in profit or loss, unless the relevant asset is carried at a re-valued amount if any, in which case the impairment loss is treated as a
revaluation decrease.

Financial assets, other than those at Fair Value through Profit and Loss (FVTPL), are assessed for indicators of impairment at the end of
each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been
affected.

The company recognises impairment loss on trade receivables using expected credit loss model.

B. Financial Liabilities:

Financial liabilities include long and short-term loans and borrowings, trade payables, eligible current and non-current liabilities. The
borrowings, trade payables and other financial liabilities are initially recognised at the value of the respective contractual obligations.
Financial liabilities are derecognised when the liability is extinguished, that is, when the contractual obligation is discharged, cancelled
and on expiry of the terms.

p) Fair Value Measurement:

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• I n the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the
asset or liability

• The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes
into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it
to another market participant that would use the asset in its highest and best use.

The company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers
have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

q) Cash and Cash Equivalents-For the Purpose of Cash Flow Statements:

Cash and cash equivalent in the balance sheet comprise cash at banks and in hand and short-term deposits, which are subject to an
insignificant risk of changes in value.

r) Operating Cycle:

Based on the activities of the company and normal time between incurring of liabilities and their settlement in cash or cash equivalents
and acquisition/right to assets and their realization in cash or cash equivalents, the company has considered its operating cycle as 12
months for the purpose of classification of its liabilities and assets as current and non-current.

s) Significant Influence:

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint
control of those policies.

If an entity holds, directly or indirectly (e g through subsidiaries), 20 per cent or more of the voting power of the investee, it is presumed
that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the entity holds,
directly or indirectly (e g through subsidiaries), less than 20 per cent of the voting power of the investee, it is presumed that the entity
does not have significant influence, unless such influence can be clearly demonstrated.

As at the reporting date, the company held less than 20 per cent of voting power of the investees.

The existence of significant influence by an entity is usually evidenced in one or more of the following ways:

(a) representation on the board of directors or equivalent governing body of the investee;

(b) participation in policy-making processes, including participation in decisions about dividends or other distributions

(c) material transactions between the entity and its investee;

(d) interchange of managerial personnel; or

(e) provision of essential technical information.

The company has neither appointed nor has entered into an agreement with any of the investees to appoint any director or
representative on the Board of Director or equivalent governing body of the investees as representative of the company. The policy
making decisions of company including participation in decisions about dividends or other distributions if any are taken by the board
of directors of company irrespective of the policy decisions by the investees. The company did not have material transactions with
investees with regard to business operations i.e., sale/purchase of goods or provision of services. There has been no interchange
of managerial personnel or provision of essential technical information between the company and its investees during the year.
Accordingly, the company has not identified any investee as associate.

t) Events Subsequent to Financial Statements Period:

Events after the reporting period are those events, both favourable and unfavourable that have occurred between the end of the
reported financial statements year and the date when financial statements are approved for issue by the Board of Directors of the
company.

Events after the reporting period can be identified as those that provide evidence of conditions that existed as at the end of the
financial year i.e. adjusting events after the financial year end and those are indicative of conditions that arose after the financial year
end i.e. non-adjusting events after the financial year end.

The company adjusts the amounts of assets, liabilities, incomes and expenses recognised in the financial statements of the reporting
period to reflect the effects of adjusting events to the respective assets, liabilities, incomes and expenses of the reporting period.

The non-adjusting events are not recognised in the financial statement of the reporting period but the nature of event and an estimate
of its financial effect are disclosed in the notes of accounts.

u) Earnings Per Share:

The Company presents basic and diluted earnings per share details for its ordinary shares. Basic earning per share is calculated by
dividing the net profit after tax for the year attributable to the ordinary shareholders of the company by weighted number of ordinary
shares outstanding for applicable period during the year.

Diluted earning per share is calculated considering the effect of dilution if any to ordinary share during the year.

v) Materiality

The Management of the company uses judgement in deciding whether individual items or groups of items are material in the financial
statements. Materiality is judged by reference to the nature or magnitude or both of the items. The deciding factor is whether omitting
or misstating or obscuring an information could individually or in combination with other related information influence decisions
that primary users make on the basis of the financial statements. Management also uses judgement of materiality for determining
the compliance requirement of the Ind AS. Further, the company may also be required to present separately immaterial items when
required by law.

DETAILS OF SECUTIRIES & TERMS OF REPAYMENT

A. Working Capital Term Loans

* The loans are in the form of additional working capital term loans to build up current assets, working capital requirements,
liquidity mismatch and for other business requirements. The charge over the existing primary as well as collateral securities
extended to cover these loans.

** The loans are repayable in 48 equal monthly instalments with one year moratorium (12 months) in payment of principal amount.

B. Vehicle Loans

$ HDFC Car Loan-Vellfire Toyota

$ Secured by Hypothecation of Vehicle

$ Repayable by 84 Monthly Instalment of Rs. 2,20,962 each including interest.

$$ HDFC Car Loan-Fortuner

Secured by Hypothecation of Vehicle.

Tepayable by 20 Monthly Instalment of Rs. 1,11,951 each, 20 Monthly Instalment of Rs. 93,293 and 20 Monthly Instalment of Rs.
68,180 including interest commencing from January-2025.

$$$ Mercedes-Benz Financial Services

Secured by Hypothecation of Vehicle.

Repayable by Monthly Instalment of Rs. 70,514 each including interest.

I NATURE OF SECURITY:

A Primary Security

Bank of Baroda & Axis Bank

Working Capital Loans secured by way of First Paripassu charge by way of Hypothecation of entire Raw Materials, Stock-in¬
Process, Stores and Spares, Packing Materials, Finished Goods and Book-Debts of the Company both present and future.

B Collateral Security

1 Equitable Mortgage of Immovable Properties.

2 H yothecation of Plant & Machinery-Plant & Machinery Includes Weigh Bridge, Winch, Wire Rope, Crane, Oxygen Cylinder,
Tank & D.G. Sets

3 Pledge of 44,42,017 Shares of the Company VMS Industries Limited.

4 Hdditional Collateral securities by way of FDR/LIC/Government Securities or Immovable property for minimum value of Rs.
6.23 Crores.

c) Segment Information:

The company has two operating reportable segments i.e. Manufacturing in respect of Ship-Breaking business activities and
Trading In respect of trading in Ferrous and Non-Ferrous metals. The Operating Segment Reporting as per Ind-AS 108 for the year
ended March 31, 2025 is as under:

d) Financial Instruments and Related Disclosures:

Financial Risk Management:

The company activities are exposed various financial risks: credit risk, liquidity risk and foreign exchange fluctuation risk. The
Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on
its financial performance..

I. Credit Risk:

Trade Receivables:

T redit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss to the Company.
The maximum exposure to the credit risk as at the reporting date is primarily from trade receivables. Trade receivables
are unsecured and are derived from revenue earned from customers from sale of goods. Trade receivables generally are
impaired after three years when recoverability is considered doubtful based on general trend. The Company considers that
trade receivables stated in the financial statements are not impaired and past due for each reporting dates under review are
of good credit quality subject to outcome of the litigations where the company has initiated legal proceedings for recovery.

Other Financial Assets:

T redit risk relating to cash and cash equivalents is considered negligible since the counterparties are banks which are majorly
owned by Government of India and are have oversight of Reserve Bank of India. The Company considers the credit quality of
term deposits with banks to be good and the company reviews these banking relationships on an ongoing basis.

The Company considers all other financial assets as at the balance sheet dates to be of good credit quality.

II. Liquidity Risk:

The company''s principal sources of liquidity are from Short Term Bank Borrowings, Cash and Cash Equivalents and Cash
generated from operations.

The Short-term liquidity requirements consist mainly of Trade Payables, Expense Payables, Employee Dues, Servicing of
Interest on Short Term and Long-Term Borrowings and payment of instalments of vehicle loans and other payments arising
during the normal course of business.

III. Foreign Exchange Rate Risk:

The Company undertakes transactions denominated in foreign currency mainly for purchase of Ships which are subject to
the risk of exchange rate fluctuations. Financial assets and liabilities denominated in foreign currency are also subject to
reinstatement risks. Hedging is regularly carried out to mitigate the risks of exchange rate fluctuations.

e) I n the opinion of the Board of Directors, Current Assets & Loans and Advances have a value on realisation in the ordinary course
of business equal to the amount at which they are stated in the balance sheet. In the opinion of the Board of Directors, claims
receivable against property/goods are realizable as per the terms of the agreement and/or other applicable relevant factors and
have been stated in the financial statements at the value which is most probably expected to be realized.

g) Dividend Declared and Paid during the year

The Board of Directors at their meeting held on 3rd July, 2024 recommended dividend of Re. 0.50 on each share as held by
shareholders on the record date i.e. 11th July, 2024. Utilizing the balance of accumulated profits, the total amount of dividend
declared and paid during the year was Rs. 122.37 @ Re. 0.5 per each share on 2,44,73,391 equity shares.

(h) Right Issue of Equity Shares:

The company has issued 80,00,000 Equity Shares of face value of ^ 10/- each for cash at a price of ^ 35 (Including a premium of ^
25) on right issue basis on 22/05/2024 in the ratio of 16 Rights Equity Shares for every 33 Equity Shares held by the Eligible Equity
Shareholders of the Company on the Record Date i.e. 18th April, 2024. The funds raised through right issue (net of issue related
expenses) were to be ulitised for funding long-term working capital requirements of the company and for general corporate
purposes. The funds raised through right issue and its utilisation by the company has been given as under:

i) The company has obtained balance confirmation from some of the parties for Sundry Creditors, Sundry Debtors and parties
to whom loans/advance have been granted. All other balances of debtors and creditors and loans and advances are subject to
confirmation and subsequent reconciliation, if any.

j) The Financial Statements were authorised for issue by the Board of Directors on 22nd May, 2025.

l) Relationship with Struck off Companies:

The company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956, during the current year and in the previous year.

m) Expenses in foreign currency:

CIF Value of Imports:

Raw Materials '' NIL/-
(Previous Year '' NIL/-)

Foreign Travelling:

'' NIL/-

(Previous Year '' NIL/-)

n) T he Company has not provided any guarantee or security covered under Section 186 and accordingly, the disclosure requirements
to that extent does not apply to the Company.

0 Other information:

I. T he company does not have any benami property, where any proceeding has been initiated or pending against the company
for holding any benami property.

II. The Company has not received any fund from any person(s) or entity(ies), including foreign en-tities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:

A. T irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

B. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

III. The Company has not advanced or loaned or invested funds to any other person(s) or enti-ty(ies), including foreign entities
(Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:

A. T irectly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or

B. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

IV. T he Company did not have any such transaction which were not recorded in the books of ac-counts that has been surrendered
or disclosed as income during the year in the tax assess-ments under the Income Tax Act, 1961.

V. The Company is not declared wilful defaulter by any bank or financial institutions during the financial year.

VI. T he title deeds of all the immovable properties disclosed in the financial statements included in property, plant and equipment
are held in the name of the Company.

p) The previous year''s figures have been reworked, regrouped and reclassified wherever necessary so as to make them comparable
with those of the current year.

The Financial Statements have been presented in Indian Rupee (?) in Lakhs rounded off to two deci-mal points as per amendment
to Schedule III to the Companies Act, 2013.

The figures wherever shown in bracket represent deductions/negative amount.

SIGNATURES TO NOTES ''1'' TO ''32''

FOR, M/S. VMS INDUSTRIES LIMITED FOR, S N SHAH & ASSOCIATES,

Chartered Accountants
FRN: 109782W

MANAGING DIRECTOR (DIRECTOR) FIROJ G. BODLA

PARTNER
M. NO. 126770

MR. AMIT MANDALIYA MR. HEMAL PATEL

(CFO) (COMPANY SECRETARY)

PLACE: AHMEDABAD
DATE: 22nd MAY, 2025


Mar 31, 2024

l) Provisions, Contingent Liabilities and Contingent Assets

The Company recognises a provision when it has a present obligation as a result of a past event that probably requires an outflow of the Company''s resources embodying economic benefits at the time of settlement and a reliable estimate can be made of the amount of the obligation. The provisions are measured at the best estimate of the amounts required to settle the present obligation as at the balance sheet date and are not discounted to their present values.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only on the occurrence or non-occurrence of one or more future uncertain events which are not wholly or substantially within the control of the Company or a present obligation that arises from the past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

When demand notices are issued by the Government Authorities and demand is disputed by the company and it is probable that the company will not be required to settle/pay such demands then these are classified as disputed obligations.

Contingent Assets, if any, are not recognised in the financial statements. If it becomes certain that inflow of economic benefit will arise then such asset and the relative income are recognised in financial statements.

m) Prior Period Errors:

Prior period errors are in the form of omission of certain items in the financial statements of prior periods which were not available when the financial statements were approved for issue and which could reasonably be expected to have been obtained and taken into account in the preparation and presentation of financial statement of prior period.

The Prior period errors have been corrected retrospectively by restating the respective amounts of the prior period presented in which the error occurred. If the errors have occurred before the earliest prior period presented, the errors have been corrected by restating the opening balances of assets, liabilities and equity of the earliest prior period presented.

n) Current/Non-Current Classifications:

The Company presents assets and liabilities in the balance sheet on the basis of their classifications into current and non-current.

Assets:

An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

Liabilities:

A liability is treated as current when it is:

• Expected to be settled in normal operating cycle

• Held primarily for the purpose of trading

• Due to be settled within twelve months after the reporting period

• No unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

o) Financial Instruments, Financial Assets, Financial Liabilities, Investments and Equity Instruments

The financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the relevant instrument and are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities measured at fair value through profit or loss) are added to or deducted from the fair value on initial recognition of financial assets or financial liabilities.

A. Financial Assets:

Initial Recognition:

Financial Assets include Investments, Trade Receivables, Security Deposits, Cash and Cash Equivalents and eligible current and noncurrent assets. The financial assets are initially recognized at the transaction price when the Company becomes party to contractual obligations. The transaction price includes transaction costs unless the asset is being value at fair value through the Statement Of Profit and Loss.

Subsequent Measurement:

The subsequent measurement of financial assets depends upon the initial classification of financial assets. For the purpose of subsequent measurement, financial assets are classified as under:

i. Financial Assets At Amortized Cost where the financial assets are held solely for collection of cash flows and contractual terms of the assets give rise on specified dates to cash flows that are solely payments of principal and interest on principal amount outstanding.

ii. fair value through other comprehensive income (FVTOCI), where the financial assets are held not only for realization of principal and interest but also from the sale of such assets. Such assets are subsequently measured at fair value, with unrealised gains and losses arising from changes in the fair value being recognised in other comprehensive income.

iii. Fair value through profit or loss (FVTPL), where the assets are managed in accordance with an approved investment strategy that triggers purchase and sale decisions based on the fair value of such assets. Such assets are subsequently measured at fair value, with unrealised gains and losses arising from changes in the fair value being recognised in the Statement of Profit and Loss in the period in which they arise.

Trade Receivables, Security Deposits, Cash and Cash Equivalents, Investments in Equity where reliable data for fair value is not available then such eligible current and non-current assets are classified for measurement at amortized cost.

Impairment:

If the recoverable amount of an asset (or cash-generating unit/Fixed Assets) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a re-valued amount if any, in which case the impairment loss is treated as a revaluation decrease.

Financial assets, other than those at Fair Value through Profit and Loss (FVTPL), are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

The company recognises impairment loss on trade receivables using expected credit loss model.

B. Financial Liabilities:

Financial liabilities include long and short-term loans and borrowings, trade payables, eligible current and non-current liabilities. The borrowings, trade payables and other financial liabilities are initially recognised at the value of the respective contractual obligations. Financial liabilities are derecognised when the liability is extinguished, that is, when the contractual obligation is discharged, cancelled and on expiry of the terms.

p) Fair Value Measurement:

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability

• The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

q) Cash and Cash Equivalents-For the Purpose of Cash Flow Statements:

Cash and cash equivalent in the balance sheet comprise cash at banks and in hand and short-term deposits, which are subject to an insignificant risk of changes in value.

r) Operating Cycle:

Based on the activities of the company and normal time between incurring of liabilities and their settlement in cash or cash equivalents and acquisition/right to assets and their realization in cash or cash equivalents, the company has considered its operating cycle as 12 months for the purpose of classification of its liabilities and assets as current and non-current.

s) Significant Influence:

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies.

If an entity holds, directly or indirectly (e g through subsidiaries), 20 per cent or more of the voting power of the investee, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the entity holds, directly or indirectly (e g through subsidiaries), less than 20 per cent of the voting power of the investee, it is presumed that the entity does not have significant influence, unless such influence can be clearly demonstrated.

As at the reporting date, the company held less than 20 per cent of voting power of the investees.

The existence of significant influence by an entity is usually evidenced in one or more of the following ways:

(a) representation on the board of directors or equivalent governing body of the investee;

(b) participation in policy-making processes, including participation in decisions about dividends or other distributions

(c) material transactions between the entity and its investee;

(d) interchange of managerial personnel; or

(e) provision of essential technical information.

The company has neither appointed nor has entered into an agreement with any of the investees to appoint any director or representative on the Board of Director or equivalent governing body of the investees as representative of the company. The policy making decisions of company including participation in decisions about dividends or other distributions if any are taken by the board of directors of company irrespective of the policy decisions by the investees. The company did not have material transactions with investees with regard to business operations i.e. sale/purchase of goods or provision of services. There has been no interchange of managerial personnel or provision of essential technical information between the company and its investees during the year. Accordingly, the company has not identified any investee as associate.

t) Events Subsequent to Financial Statements Period:

Events after the reporting period are those events, both favourable and unfavourable that have occurred between the end of the reported financial statements year and the date when financial statements are approved for issue by the Board of Directors of the company.

Events after the reporting period can be identified as those that provide evidence of conditions that existed as at the end of the financial year i.e. adjusting events after the financial year end and those are indicative of conditions that arose after the financial year end i.e. non-adjusting events after the financial year end.

The company adjusts the amounts of assets, liabilities, incomes and expenses recognised in the financial statements of the reporting period to reflect the effects of adjusting events to the respective assets, liabilities, incomes and expenses of the reporting period.

The non-adjusting events are not recognised in the financial statement of the reporting period but the nature of event and an estimate of its financial effect are disclosed in the notes of accounts.

u) Earnings Per Share:

The Company presents basic and diluted earnings per share details for its ordinary shares. Basic earning per share is calculated by dividing the net profit after tax for the year attributable to the ordinary shareholders of the company by weighted number of ordinary shares outstanding for applicable period during the year.

Diluted earning per share is calculated considering the effect of dilution if any to ordinary share during the year.

v) Materiality

The Management of the company uses judgement in deciding whether individual items or groups of items are material in the financial statements. Materiality is judged by reference to the nature or magnitude or both of the items. The deciding factor is whether omitting or misstating or obscuring an information could individually or in combination with other related information influence decisions that primary users make on the basis of the financial statements. Management also uses judgement of materiality for determining the compliance requirement of the Ind AS. Further, the company may also be required to present separately immaterial items when required by law.

d) Financial Instruments and Related Disclosures:

Financial Risk Management:

The company activities are exposed various financial risks: credit risk, liquidity risk and foreign exchange fluctuation risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

I. Credit Risk:

Trade Receivables:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss to the Company. The maximum exposure to the credit risk as at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers from sale of goods. Trade receivables generally are impaired after three years when recoverability is considered doubtful based on general trend. The Company considers that trade receivables stated in the financial statements are not impaired and past due for each reporting dates under review are of good credit quality subject to outcome of the litigations where the company has initiated legal proceedings for recovery.

Other Financial Assets:

Credit risk relating to cash and cash equivalents is considered negligible since the counterparties are banks which are majorly owned by Government of India and are have oversight of Reserve Bank of India. The Company considers the credit quality of term deposits with banks to be good and the company reviews these banking relationships on an ongoing basis.

The Company considers all other financial assets as at the balance sheet dates to be of good credit quality.

II. Liquidity Risk:

The company''s principal sources of liquidity are from Short Term Bank Borrowings, Cash and Cash Equivalents and Cash generated from operations.

The Short-term liquidity requirements consist mainly of Trade Payables, Expense Payables, Employee Dues, Servicing of Interest on Short Term and Long-Term Borrowings and payment of instalments of vehicle loans and other payments arising during the normal course of business.

III. Foreign Exchange Rate Risk:

The Company undertakes transactions denominated in foreign currency mainly for purchase of Ships which are subject to the risk of exchange rate fluctuations. Financial assets and liabilities denominated in foreign currency are also subject to reinstatement risks. Hedging is regularly carried out to mitigate the risks of exchange rate fluctuations.

e) In the opinion of the Board of Directors, Current Assets & Loans and Advances have a value on realisation in the ordinary course of business equal to the amount at which they are stated in the balance sheet. In the opinion of the Board of Directors, claims receivable against property/goods are realizable as per the terms of the agreement and/or other applicable relevant factors and have been stated in the financial statements at the value which is most probably expected to be realized.

f) The company has obtained balance confirmation from some of the parties for Sundry Creditors, Sundry Debtors and parties to whom loans/advance have been granted. All other balances of debtors and creditors and loans and advances are subject to confirmation and subsequent reconciliation, if any.

g) The Financial Statements were authorised for issue by the Board of Directors on 3rd May, 2024.

i) Relationship with Struck off Companies:

The company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.

j) Expenses in foreign currency:

CIF Value of Imports:

Raw Materials '' NIL/-(Previous Year '' NIL/-)

Foreign Travelling:

'' NIL/-

(Previous Year '' NIL/-)

Income in Foreign Currency:

FOB Value of Exports:

'' NIL/-

(Previous Year '' NIL/-)

k) The Company has not provided any guarantee or security covered under Section 186 and accordingly, the disclosure requirements to that extent does not apply to the Company.

l) The Board of Directors vide resolution at their meeting on 13th February, 2024 resolved to issue fully paid-up equity shares of face value of '' 10 each at the prevailing market conditions as on the date of issue on right issue basis to the existing shareholder as on the record date not exceeding the amount of '' 28.00 crores. The funds from the right issue were proposed to be used for working capital, General Corporate Purposes, Public Issue Expenses and such other expenses and/or for any other purpose that the Board/Committee would resolve.

The company had filed draft letter of offer with BSE on 16th February, 2024.

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, BSE Limited has issued In-principle approval vide Ref: LOD/RIGHT/TT/FIP/44/2023-24 dated 8th April, 2024 for the proposed Right Issue which was duly intimated to concerned authorities.

Subsequent to getting in principle approval the company had filed final letter of offer with BSE on 26th April, 2024.

The company has not proceed to issue above right issue shares upto the date of authorization of financial statement i.e. 3rd May, 2024 for the financial year 2023-24.

m) The previous year''s figures have been reworked, regrouped and reclassified wherever necessary so as to make them comparable with those of the current year.

The Financial Statements have been presented in Indian Rupee ('') in Lakhs rounded off to two decimal points as per amendment to Schedule III to the Companies Act, 2013.

The figures wherever shown in bracket represent deductions/negative amount.

SIGNATURES TO NOTES ''1'' TO ''31''

FOR,M/S. VMS INDUSTRIES LIMITED

FOR, S.N. SHAH & ASSOCIATES, For and on behalf of the Board

Chartered Accountants VMS Industries Limited

FRN: 109782W

FIROJ G. BODLA Mr. Amit Mandaliya Mr. Hemal Patel

Partner (CFO) (COMPANY SECRETARY)

M. NO. : 126770

Place : Ahmedabad Date :3RD MAY, 2024


Mar 31, 2023

l) Provisions, Contingent Liabilities and Contingent Assets

The Company recognises a provision when it has a present obligation as a result of a past event that probably requires an outflow of the Company''s resources embodying economic benefits at the time of settlement and a reliable estimate can be made of the amount of the obligation. The provisions are measured at the best estimate of the amounts required to settle the present obligation as at the balance sheet date and are not discounted to their present values.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only on the occurrence or non-occurrence of one or more future uncertain events which are not wholly or substantially within the control of the Company or a present obligation that arises from the past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

When demand notices are issued by the Government Authorities and demand is disputed by the company and it is probable that the company will not be required to settle/pay such demands then these are classified as disputed obligations.

Contingent Assets, if any, are not recognised in the financial statements. If it becomes certain that inflow of economic benefit will arise then such asset and the relative income are recognised in financial statements.

m) Prior Period Errors:

Prior period errors are in the form of omission of certain items in the financial statements of prior periods which were not available when the financial statements were approved for issue and which could reasonably be expected to have been obtained and taken into account in the preparation and presentation of financial statement of prior period.

The Prior period errors have been corrected retrospectively by restating the respective amounts of the prior period presented in which the error occurred. If the errors have occurred before the earliest prior period presented, the errors have been corrected by restating the opening balances of assets, liabilities and equity of the earliest prior period presented.

n) Current/Non-Current Classifications:

The Company presents assets and liabilities in the balance sheet on the basis of their classifications into current and non-current. Assets:

An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after

the reporting period.

All other assets are classified as non-current.

Liabilities:

A liability is treated as current when it is:

• Expected to be settled in normal operating cycle

• Held primarily for the purpose of trading

• Due to be settled within twelve months after the reporting period

• No unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

o) Financial Instruments, Financial Assets, Financial Liabilities, Investments and Equity Instruments

The financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the relevant instrument and are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities measured at fair value through profit or loss) are added to or deducted from the fair value on initial recognition of financial assets or financial liabilities.

A. Financial Assets:

Initial Recognition:

Financial Assets include Investments, Trade Receivables, Security Deposits, Cash and Cash Equivalents and eligible current and non-current assets. The financial assets are initially recognized at the transaction price when the Company becomes party to contractual obligations. The transaction price includes transaction costs unless the asset is being value at fair value through the Statement Of Profit and Loss.

Subsequent Measurement:

The subsequent measurement of financial assets depends upon the initial classification of financial assets. For the purpose of subsequent measurement, financial assets are classified as under:

i. Financial Assets At Amortized Cost where the financial assets are held solely for collection of cash flows and contractual terms of the assets give rise on specified dates to cash flows that are solely payments of principal and interest on principal amount outstanding.

ii. fair value through other comprehensive income (FVTOCI), where the financial assets are held not only for realization of principal and interest but also from the sale of such assets. Such assets are subsequently measured at fair value, with unrealised gains and losses arising from changes in the fair value being recognised in other comprehensive income.

iii. Fair value through profit or loss (FVTPL), where the assets are managed in accordance with an approved investment strategy that triggers purchase and sale decisions based on the fair value of such assets. Such assets are subsequently measured at fair value, with unrealised gains and losses arising from changes in the fair value being recognised in the Statement of Profit and Loss in the period in which they arise.

Trade Receivables, Security Deposits, Cash and Cash Equivalents, Investments in Equity where reliable data for fair value is not available then such eligible current and non-current assets are classified for measurement at amortized cost.

Impairment:

If the recoverable amount of an asset (or cash-generating unit/Fixed Assets) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss, unless the relevant asset is carried at a re-valued amount if any, in which case the impairment loss is treated as a revaluation decrease.

Financial assets, other than those at Fair Value through Profit and Loss (FVTPL), are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

The company recognises impairment loss on trade receivables using expected credit loss model.

B. Financial Liabilities:

Financial liabilities include long and short-term loans and borrowings, trade payables, eligible current and non-current liabilities. The borrowings, trade payables and other financial liabilities are initially recognised at the value of the respective contractual obligations. Financial liabilities are derecognised when the liability is extinguished, that is, when the contractual obligation is discharged, cancelled and on expiry of the terms.

p) Fair Value Measurement:

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability

• The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

q) Cash and Cash Equivalents-For the Purpose of Cash Flow Statements:

Cash and cash equivalent in the balance sheet comprise cash at banks and in hand and short-term deposits, which are subject to an insignificant risk of changes in value.

r) Operating Cycle:

Based on the activities of the company and normal time between incurring of liabilities and their settlement in cash or cash equivalents and acquisition/right to assets and their realization in cash or cash equivalents, the company has considered its operating cycle as 12 months for the purpose of classification of its liabilities and assets as current and non-current.

s) Significant Influence:

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies.

If an entity holds, directly or indirectly (e g through subsidiaries), 20 per cent or more of the voting power of the investee, it is presumed that the entity has significant influence, unless it can be clearly demonstrated that this is not the case. Conversely, if the entity holds, directly or indirectly (e g through subsidiaries), less than 20 per cent of the voting power of the investee, it is presumed that the entity does not have significant influence, unless such influence can be clearly demonstrated.

As at the reporting date, the company held less than 20 per cent of voting power of the investees.

The existence of significant influence by an entity is usually evidenced in one or more of the following ways:

(a) representation on the board of directors or equivalent governing body of the investee;

(b) participation in policy-making processes, including participation in decisions about dividends or other distributions

(c) material transactions between the entity and its investee;

(d) interchange of managerial personnel; or

(e) provision of essential technical information.

The company has neither appointed nor has entered into an agreement with any of the investees to appoint any director or representative on the Board of Director or equivalent governing body of the investees as representative of the company. The policy making decisions of company including participation in decisions about dividends or other distributions if any are taken by the board of directors of company irrespective of the policy decisions by the investees. The company did not have material transactions with investees with regard to business operations i.e. sale/purchase of goods or provision of services. There has been no interchange of managerial personnel or provision of essential technical information between the company and its investees during the year. Accordingly, the company has not identified any investee as associate.

t) Events Subsequent to Financial Statements Period:

Events after the reporting period are those events, both favourable and unfavourable that have occurred between the end of the reported financial statements year and the date when financial statements are approved for issue by the Board of Directors of the company.

Events after the reporting period can be identified as those that provide evidence of conditions that existed as at the end of the financial year i.e. adjusting events after the financial year end and those are indicative of conditions that arose after the financial year end i.e. non-adjusting events after the financial year end.

The company adjusts the amounts of assets, liabilities, incomes and expenses recognised in the financial statements of the reporting period to reflect the effects of adjusting events to the respective assets, liabilities, incomes and expenses of the reporting period.

The non-adjusting events are not recognised in the financial statement of the reporting period but the nature of event and an estimate of its financial effect are disclosed in the notes of accounts.

u) Earnings Per Share:

The Company presents basic and diluted earnings per share details for its ordinary shares. Basic earning per share is calculated by dividing the net profit after tax for the year attributable to the ordinary shareholders of the company by weighted number of ordinary shares outstanding for applicable period during the year.

Diluted earning per share is calculated considering the effect of dilution if any to ordinary share during the year.

d) Financial Instruments and Related Disclosures:

Financial Risk Management:

The company activities are exposed various financial risks: credit risk, liquidity risk and foreign exchange fluctuation risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

I. Credit Risk:

Trade Receivables:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss to the Company. The maximum exposure to the credit risk as at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers from sale of goods. Trade receivables generally are impaired after three years when recoverability is considered doubtful based on general trend. The Company considers that trade receivables stated in the financial statements are not impaired and past due for each reporting dates under review are of good credit quality subject to outcome of the litigations where the company has initiated legal proceedings for recovery.

Other Financial Assets:

Credit risk relating to cash and cash equivalents is considered negligible since the counterparties are banks which are majorly owned by Government of India and are have oversight of Reserve Bank of India. The Company considers the credit quality of term deposits with banks to be good and the company reviews these banking relationships on an ongoing basis.

The Company considers all other financial assets as at the balance sheet dates to be of good credit quality.

II. Liquidity Risk:

The company''s principal sources of liquidity are from Short Term Bank Borrowings, Cash and Cash Equivalents and Cash generated from operations.

The Short-term liquidity requirements consist mainly of Trade Payables, Expense Payables, Employee Dues, Servicing of Interest on Short Term and Long-Term Borrowings and payment of instalments of vehicle loans and other payments arising during the normal course of business.

III. Foreign Exchange Rate Risk:

The Company undertakes transactions denominated in foreign currency mainly for purchase of Ships which are subject to the risk of exchange rate fluctuations. Financial assets and liabilities denominated in foreign currency are also subject to reinstatement risks. Hedging is regularly carried out to mitigate the risks of exchange rate fluctuations.

e) In the opinion of the Board of Directors, Current Assets & Loans and Advances have a value on realisation in the ordinary course of business equal to the amount at which they are stated in the balance sheet. In the opinion of the Board of Directors, claims receivable against property/goods are realizable as per the terms of the agreement and/or other applicable relevant factors and have been stated in the financial statements at the value which is most probably expected to be realized.

f) The company has obtained balance confirmation from some of the parties for Sundry Creditors, Sundry Debtors and parties to whom loans/advance have been granted. All other balances of debtors and creditors and loans and advances are subject to confirmation and subsequent reconciliation, if any.

@ On Account of decrease in Current Liabilities due to payment against outstanding balance of trade payables for raw materials.

# Increase in earnings during the year on sale of shares resulted into increase in equity and payment of instalment of term loans and trade payable of raw materials resulted into reduction in liabilities which in turn resulted into improvement in debt-equity ratio.

$ Increase in earnings, reduction in interest cost on account of repayment of term loan instalments and reduction in long term borrowings on account of repayment of term loan resulted into improvement in debt-service coverage ratio.

A On Account of Increase in Earnings during the current year compared to previous year.

& Decrease in Purchase of Goods and payment of trade payables from working capital.

* Increase net profits during the year resulting from profits on sale of shares.

i) Relationship with Struck off Companies:

he company does not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.

j) Expenses in foreign currency:

CIF Value of Imports:

Raw Materials (Previous Year Rs. 9,428.11/-) Rs. NIL/-

Foreign Travelling: (Previous Year Rs. NIL/-) Rs. NIL/-

Income in Foreign Currency:

FOB Value of Exports: (Previous Year Rs. NIL/-) Rs. NIL/-

k) The previous year''s figures have been reworked, regrouped and reclassified wherever necessary so as to make them comparable with those of the current year.

The Financial Statements have been presented in Indian Rupee (?) in Lakhs rounded off to two decimal points as per amendment to Schedule III to the Companies Act, 2013.

The figures wherever shown in bracket represent deductions/negative amount.

SIGNATURES TO NOTES ''1'' TO ''31''

AS PER OUR REPORT OF EVEN DATE ATTACHED FOR AND ON BEHALF OF THE BOARD

FOR, S.N. SHAH& ASSOCIATES,

CHARTERED ACCOUNTANTS, MR. MANOJ KUMAR JAIN MRS. SANGEETA JAIN

FRN: 109782W MANAGING DIRECTOR DIRECTOR

DIN: 02190018 DIN: 00125273

FIROJ G. BODLA

M. NO. : 126770 MR. AMIT MANDALIYA MR. HEMAL PATEL

CHIEF FINANCIAL OFFICER COMPANY SECRETARY

PLACE : AHMEDABAD PLACE : AHMEDABAD

DATE : 29TH MAY, 2023 DATE : 29TH MAY, 2023


Mar 31, 2018

1. CORPORATE INFORMATION:

VMS Industries Limited is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. The shares of the company are listed in the Bombay Stock Exchange Limited (''BSE'').

The company is engaged in the business of ship breaking as well as trading in Ferrous and Non-Ferrous metals. Moreover, as and when any surplus funds were available, the same had been given on interest to various parties.

The company has one subsidiary M/s. VMS TMT Private Limited in which the company holds 80.13% shareholding. The subsidiary company carried out trading activities in Ferrous and Non-Ferrous Metals.

The company has also investment of 10.00% share in partnership firm M/s. Eternal Automobiles, which is engaged in the business of Automobiles dealership of sales, service and sale of spares of Honda two wheelers.

DETAILS OF SECUTIRIES & TERMS OF REPAYMENT

1 ICICI Bank Limited-Volvo Car Loan secured by Hypothecation Charge on Volvo Car.

The Loan is repayable in 60 Equal Monthly Installments of Rs. 52,865/- including interest and last installment due in April, 2019

2 ICICI Bank Limited-lnnova Car Loan secured by Hypothecation Charge on Innova Car.

The Loan is repayable in 60 Equal Monthly Installments of Rs. 32,800/- including interest and last installment due in October, 2020

3 Bank of Baroda-Baleno Delta Car Loan secured by Hypothecation Charge on Baleno Delta.

The Loan is repayable in 60 Equal Monthly Installments of Rs. 18,656/- including interest and last installment due in July, 2021

4 Bank of Baroda-Maruti Swift VDI Car Loan secured by Hypothecation Charge on Maruti Swift VDI.

The Loan is repayable in 60 Equal Monthly Installments of Rs. 14,605/- including interest and last installment due in July, 2021

5 Bank of Baroda-Creta Car Loan secured by Hypothecation Charge on Creta.

The Loan is repayable in 60 Equal Monthly Installments of Rs. 24,593/- including interest and last installment due in October, 2023

6 Bank of Baroda-Celerio Car Loan secured by Hypothecation Charge on Celerio.

The Loan is repayable in 60 Equal Monthly Installments of Rs. 12,586/- including interest and last installment due in October, 2020

7 Bank of Baroda-Ciaz Car Loan secured by Hypothecation Charge on Ciaz.

The Loan is repayable in 60 Equal Monthly Installments of Rs. 19,859/- including interest and last installment due in June, 2022

I NATURE OF SECURITY:

A Primary Security

Working Capital secured by way of Exclusive First charge by way of Hypothecation of entire Raw Materials, Stock-in-Process, Stores and Spares, Packing Materials, Finished Goods and Book-Debts of the Company both present and future.

B Collateral Security

1 Equitable Mortgage of Commercial Property situated at Plot No. B-3A, City Survey No. 5684, CS Ward No. 7, Street No. 202, Lower Ground Floor, Jain House, Central Point Complex, Opp. Vithalwadi GIDC, Near White Rose Hotel, Bhavnagar Rajkot Road, Bhavnagar admeasuring 141 Sq. Mtr. in the name of M/s. Eternal Automobiles.

2 Equitable Mortgage of Commercial Property situated at Plot No. B-3A, City Survey No. 5684, CS Ward No. 7, Street No. 202, Upper Ground Floor, Jain House, Central Point Complex, Opp. Vithalwadi GIDC, Near White Rose Hotel, Bhavnagar Rajkot Road, Bhavnagar admeasuring 1096.55 Sq. Mtr. in the name of M/s. Eternal Automobiles.

3 Equitable Mortgage of Commercial Property situated at Plot No. B-3A, City Survey No. 5684, CS Ward No. 7, Street No. 202, First Floor, Jain House, Central Point Complex, Opp. Vithalwadi GIDC, Near White Rose Hotel, Bhavnagar Rajkot Road, Bhavnagar admeasuring 1548 Sq. Mtr. in the name of M/s. Eternal Automobiles.

4 Equitable Mortgage of Commercial Property situated at Plot No. B-3A, City Survey No. 5684, CS Ward No. 7, Street No. 202, Second Floor, Jain House, Central Point Complex, Opp. Vithalwadi GIDC, Near White Rose Hotel, Bhavnagar Rajkot Road, Bhavnagar admeasuring 1342 Sq. Mtr. in the name ofSmt. Sangeeta Jain.

5 Equitable Mortgage of Commercial Property situated at Plot No. B-3A, City Survey No. 5684, CS Ward No. 7, Street No. 202, Third Floor, Jain House, Central Point Complex, Opp. Vithalwadi GIDC, Near White Rose Hotel, Bhavnagar Rajkot Road, Bhavnagar admeasuring 1342 Sq. Mtr. in the name of ManojKumar Jain.

6 Equitable Mortgage of Commercial Property situated at Survey No. 241p, City Survey No. 3027p, Ward-7, Office No. A/104 at Lilia Efcee, Waghawadi Road, Nr, Aksharwadi, Bhavnagar admeasuring 404.50 Sq. Ft. in the name of ManojKumarJain.

7 Equitable Mortgage of Commercial Property situated at Survey No. 241p, City Survey No. 3027p, Ward-7, Office No. A/105 at Lilia Efcee, Waghawadi Road, Nr, Aksharwadi, Bhavnagar admeasuring 404.50 Sq. Ft. in the name of ManojKumarJain.

8 Equitable Mortgage of Commercial Property situated at 808-C, Pinnacle Business Park, Prahladnagar Corporate Road, Prahladnagar, Ahmedabad admeasuring 1556 Sq. Ft. in the name of M/s. VMS Industries Limited.

9 Equitable Mortgage of Bunglow No. 29, Green Park Bunglows, Green Park Vikas Mandal, Gokuldham, Near Shanti Circle, Sanathal, Tal. Sanand, Dist.: Ahmedabad in the name of Indubala Mukeshchand Jain.

II GUARANTEE:

Outstanding balances of working capital secured by personal guarantees of the following:

1 ManojKunarJain-Director

2 Smt.SangeetaJain-Director

3 Smt.IndubalaMukeshJain

III REPAYMENT TERMS:

Working capital loans repayable on demand.

NOTE 2 : OTHER NOTES

a) Earnings Per Share (EPS):

The Basic and Diluted Earnings Per Share (EPS) has been computed on the basis of profit for the year attributable to equity holders divided by the weighted average number of shares outstanding during the year.

c) Financial Instruments and Related Disclosures:

Financial Risk Management:

The company activities are exposed various financial risks: credit risk, liquidity risk and foreign exchange fluctuation risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

I. Credit Risk:

Trade Receivables:

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss to the Company. The maximum exposure to the credit risk as at the reporting date is primarily from trade receivables. Trade receivables are unsecured and are derived from revenue earned from customers from sale of goods. Trade receivables generally are impaired after three years when recoverability is considered doubtful based on general trend. The Company considers that trade receivables stated in the financial statements are not impaired and past due for each reporting dates under review are of good credit quality subject to outcome of the litigations where the company has initiated legal proceedings for recovery. Other Financial Assets:

Credit risk relating to cash and cash equivalents is considered negligible since the counterparties are banks which are majorly owned by Government of India and are have oversight of Reserve Bank of India. The Company considers the credit quality of term deposits with banks to be good and the company reviews these banking relationships on an ongoing basis.

The Company considers all other financial assets as at the balance sheet dates to be of good credit quality.

II. Liquidity Risk:

The company''s principal sources of liquidity are from Short Term Bank Borrowings, Cash and Cash Equivalents and Cash generated from operations.

The Short term liquidity requirements consist mainly of Trade Payables, Expense Payables, Employee Dues, Servicing of Interest on Short Term and Long Term Borrowings and payment of installments of vehicle loans and other payments arising during the normal course of business.

III. Foreign Exchange Rate Risk:

The Company undertakes transactions denominated in foreign currency mainly for purchase of Ships which are subject to the risk of exchange rate fluctuations. Financial assets and liabilities denominated in foreign currency are also subject to reinstatement risks. Hedging is regularly carried out to mitigate the risks of exchange rate fluctuations.

d) The company has initiated the process of obtaining confirmations from suppliers as to their status as Micro, Small or Medium Enterprise registered under the applicable category as per the provisions of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006). In absence of the relevant information as to the status of the suppliers, the balance due to Micro, Small and Medium Enterprises and interest due to them if any as per the provision of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006) could not be disclosed or provided.

e) In the opinion of the Board of Directors, Current Assets & Loans and Advances have a value on realisation in the ordinary course of business equal to the amount at which they are stated in the balance sheet. In the opinion of the Board of Directors, claims receivable against property/goods are realizable as per the terms of the agreement and/or other applicable relevant factors and have been stated in the financial statements at the value which is most probably expected to be realized.

f) The company has obtained balance confirmation from some of the parties for Sundry Creditors, Sundry Debtors and parties to whom loans/advance have been granted. All other balances of debtors and creditors and loans and advances are subject to confirmation and subsequent reconciliation, if any.

g) The previous year''s figures have been reworked, regrouped and reclassified wherever necessary so as to make them comparable with those of the current year.

The Paises are rounded up to the nearest of rupee. The figures wherever shown in bracket represent deductions.


Mar 31, 2016

1. RELATED PARTY TRANSACTIONS

a) Transactions with Related parties as specified under Accounting Statndard -18 issued by the Institute of Chartered Accountant of India-

Key Managemrial personnel on the board

Mr. Manoj Kumar Jain Managing Director

Smt. Sangeeta Jain Whole Time Director

Mr. Ajit Kumar Jain Director - Non Executive

Enterprises over which Key Managerial Personnel exercises significant influnce

Eternal Automobiles As Partnership firm in which Company is partner

VMS TMT Private Limited Subsidiary company

2. INFORMATION ABOUT QUANTITY & VALUES

The company is engaged in Ship Recycling. The ships recycling activity consists of purchase of ships and its dismantling. In view of above nature of business activities, the installed Capacity cannot be ascertained.

3. In the opinion of the Board of Directors, Current Assets, Loans & Advances have a value of realization at least equal to the amount at which they are stated in the Balance Sheet. Adequate provision have been made in the accounts for all the known liabilities.

4. The balance of Sundry Creditors, Sundry Debtors, Loans & Advances are unsecured, considered good and reconciled from subsequent transaction and/or confirmations are obtained.

5. Previous year’s figures have been regrouped/rearranged wherever necessary so as to make them comparable with current year’s figures.


Mar 31, 2015

1. CORPORATE INFORMATION

VMS Industries Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act. The company has its primary listing on BSE limited.

During the year, the Company was engaged in the ship breaking business and trading activities in metal scrap, coals, aluminum foil & other inputs. However, as and when any surplus fund are available, the same is given on interest to other parties and also invested in the shares and securities to earn short term and long term capital gains.

2. Terms/rights attached to equity shares

The Company has one class of equity shares having par value of Rs. 10/- each. Each shareholder of the equity shares is entitled to one vote per share entitled to receive dividend as declared from time to time.

3. COMMITMENTS AND CONTINGENT LIABILITIES

Amount (In lacs)

Particulars As at As at 31st March, 2015 31st March, 2014

Claim agaist the company not acknowledge as debts Nil Nil

Bank guarantee Nil Nil

Corporate Guarantee for Partnership 480.00 170.00 Firm

A. There is demand of Income tax for the A.Y 2007-08, A.Y. 2010-11 and A.Y.2012-13 of ''Rs.523.57 lacsRs.8.99 Lacs and Rs.15.33 respectively raised by Assessing Officer u/s 143(3). The company has filed appeal before CIT. in the opinion of the Management the company has fair chances of succeeding in the said appeal. therefor no provision has been made for the said demand.

B. There is a demand from deputy commissioner of commercial tax division -9 of Bhavnagar for F.Y.2009-10 was Rs.19,27,984/- & for F.Y.2010-11 ''Rs.4,72,252/-,both are standing against the 1st appeal authority.

4. RELATED PARTY TRANSACTIONS

a) Transactions with Related parties as specified under Accounting Statndard -18 issued by the Institute of Chartered Accountant of India-

Key Managemrial personnel on the board

Mr. Manoj Kumar Jain Managing Director

Smt. Sangeeta Jain Whole Time Director

Mr. Ajit Kumar Jain Director - Non Executive

Relatives of Key Managerial Personnel

Mr Varun Manoj Jain Son of Managing Director

Mr Vaibhav Manoj Jain Son of Managing Director

Mr. Subhodh Ajit Jain Brother of Managing Director

Mr. Naveen Ajit Jain Brother of Managing Director

Smt. Ritu Rajeev Agrawal Sister of Managing Director

Enterprises over which Key Managerial Personnel exercises significant influnce

Eternal Automobiles As Partnership firm in which Company is partner

VMS Industries As Partnership firm in which Company is partner

VMS TMT Private Limited Subsidiary company

Eternal Motors Pvt Lts Enterprises over which Director''s relative exercies significant influnce

Eternal Tours & Travels Enterprises over which Director''s relative exercies significant influnce

5. In the opinion of the Board of Directors, Current Assets, Loans & Advances have a value of realisation at least equal to the amount at which they are stated in the Balance Sheet. Adequate provision have been made in the accounts for all the known liabilites.

6. The balance of Sundry Creditors, Sundry Debtors, Loans & Advances are unsecured, considered good and reconciled from subsequent transaction and/or confirmations are obtained.

7. Previous years figures have been regrouped/rearranged wherever necessary so as to make them comparable with current years figures.


Mar 31, 2014

1. SHARE CAPITAL

a. Terms/rights attached to equity shares

The Company has one class of equity shares having par value ofRs. 10/- each. Each shareholder of the equity shares is entitled to one vote per share entitled to receive dividend as declared from time to time.


Mar 31, 2013

1. Micro, Small and Medium Enterprises Development Act, 2006

a) Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

b) As per information available with the Company about suppliers whether they are covered under Micro, Small and Medium Enterprises Act, 2006. As on date, the Company has not received confirmation from any suppliers who have registered under the "Micro, Small and Medium Enterprise Development Act, 2006" and hence no disclosure has been made under the said Act.

2. Earnings Per Share:-

The Company reports basic and diluted earnings per share in accordance with Accounting Standard issued by the Institute of Chartered Accountant of India. Basic earnings per share are computed by dividing the net profit for the year by the Weighted Average Number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year by weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares except where results are anti-dilutive. Statement showing the computation of EPS is as under"-

3. Capacity & Production:- The Company is engaged in Ship Recycling. The ships recycling activity consists purchase of ships and its dismantling. In view of above nature of business activities, the installed Capacity cannot be ascertained.

4. In the opinion of the Board of Directors, Current Assets, Loans and Advances have a value of realization equivalent to the amount at which they are stated in the Balance Sheet. Adequate provisions have been made in the accounts for all the known liabilities.

5. The balance of Sundry Creditors, Sundry Debtors, and Loans & Advances are unsecured, considered good and reconciled from subsequent transaction and/ or confirmations are obtained.

6. Previous year''s figures have been regrouped / reclassified wherever necessary to confirm to current year''s classification.

7. Information required in terms of part IV to schedule VI of the Companies Act, 1956 is attached


Mar 31, 2012

1. Micro, Small and Medium Enterprises Development Act, 2006

a) Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

b) As per information available with the Company about suppliers whether they are covered under Micro, Small and Medium Enterprises Act, 2006. As on date, the Company has not received confirmation from any suppliers who have registered under the "Micro, Small and Medium Enterprise Development Act, 2006" and hence no disclosure has been made under the said Act.

2. Earnings Per Share:-

The Company reports basic and diluted earnings per share in accordance with Accounting Standard issued by the Institute of Chartered Accountant of India. Basic earnings per share are computed by dividing the net profit for the year by the Weighted Average Number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit for the year by weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares except where results are anti-dilutive. Statement showing the computation of EPS is as under"-

3. Capacity & Production:-

The Company is engaged in Ship Recycling and Off-shore activities. The ships recycling activity consists purchase of ships and its dismantling and the off-shore activities are in the nature of service industry. In view of above nature of business activities, the installed Capacity cannot be ascertained.

4. In the opinion of the Board of Directors, Current Assets, Loans and Advances have a value of realization equivalent to the amount at which they are stated in the Balance Sheet. Adequate provisions have been made in the accounts for all the known liabilities.

5. The balance of Sundry Creditors, Sundry Debtors, and Loans & Advances are unsecured, considered good and reconciled from subsequent transaction and/ or confirmations are obtained.

6. Previous year''s figures have been regrouped / reclassified wherever necessary to confirm to current year''s classification.


Mar 31, 2011

1. Commitments and Contingent Liabilities:- (Rs. In Lacs)

Sr. No Particulars As at As at

31st March, 2011 31st March, 2010

I. Claims against the Company not acknowledged as debts Nil Nil

II. Bank Guarantee 8.42 63.62

III. Corporate Guarantee for Partnership Firm 234.00 165.84

2. Micro, Small and Medium Enterprises Development Act, 2006

a) Based on the information available with the company in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006) there are no delays in payment of dues to such enterprises during the year.

b) Companies has send letter to suppliers to confirm whether they are covered under Micro, Small and Medium Enterprises Act, 2006. As on date, the Company has not received confirmation from any suppliers who have registered under the "Micro, Small and Medium Enterprise Development Act, 2006" and hence no disclosure has been made under the said Act. And on the basis of information available with the Company there are no such parties in respect of MSME. This has been relied upon by the auditors.

3. Depreciation:-

The Company has provided Depreciation on the Straight Line Method on its Gas Division for the last five accounting years amounting to Rs. 5.07 Lacs to comply with the Accounting Standard issued by the Institute of Chartered Accountant of India.

4. Related Party Disclosures:-

a) Transactions with Related Parties as specified under Accounting Standard – 18 issued by the Institute of Chartered Accountant of India-

Enterprises over which Key Managerial Personnel exercises significant influence

Eternal Automobiles – Partnership Firm where Company is Partner

Jain Seth & Co – Partnership Firm where KMP is Partner

Manoj Kumar Jain HUF

Eternal Motors Pvt. Ltd – Enterprise over which Director''s Relative exercises significant influence

Key Managerial Personnel (KMP) on the Board

Mr. Ajit Kumar Jain Managing Director

Smt. Sangeeta Jain Whole Time Director

Mr. Manoj Kumar Jain Director – Non Executive

Relatives of Key Managerial Personnel

Mr. Varun Manoj Jain Son of Whole Time Director

Mr. Vaibhav Manoj Jain Son of Whole Time Director

Smt. Sushma Ajit Jain Spouse of Managing Director

Mr. Subhod Ajit Jain Son of Managing Director

Mr. Naveen Ajit Jain Son of Managing Director

Smt. Ritu Rajeev Agrawal Daughter of Managing Director

5. Capacity & Production:- The Company is engaged in Ship Recycling and Off-shore activities. The ships recycling activity consists purchase of ships and its dismantling and since it does not have any consumption of raw material and therefore no details are furnished for Raw Material Consumption and Production. The off-shore activities are in the nature of service industry. In view of above nature of business activities, the installed Capacity cannot be ascertained.

6. In the opinion of the Board of Directors, Current Assets, Loans and Advances have a value of realization equivalent to the amount at which they are stated in the Balance Sheet. Adequate provisions have been made in the accounts for all the known liabilities.

7. The balance of Sundry Creditors, Sundry Debtors, and Loans & Advances are unsecured, considered good and reconciled from subsequent transaction and/ or confirmations are obtained.

8. Previous year''s figures have been regrouped / reclassified wherever necessary to confirm to current year''s classification.

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