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VMS Industries Directors Report, VMS Industries Reports by Directors
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VMS Industries
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Download Annual Report PDF Format 2012 | 2011
Directors Report Year End : Mar '12    « Mar 11
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
Source : Dion Global Solutions Limited
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