TO THE MEMBERS OF VMS INDUSTRIES LIMITED,
Your Directors present herewith their 31st (Thirty First) Annual Report of your Company
together with the Audited Financial Statements for the Financial Year (FY) ended March
31, 2023.
FINANCIAL RESULTS
The financial performance of the Company for the Year ended 31st March, 2023 is
summarized as below:-
Rs. In Lakhs
Particulars |
STANDALONE |
| Year Ended on 31.03.2023 |
Year Ended on 31.03.2022 |
Income / Receipts from Operations |
14038.87 |
15764.04 |
Other Income |
537.42 |
549.61 |
Total Income |
14576.29 |
16313.65 |
Earning Before Financial Charges, Depreciation, and Taxation (EBITDA) |
501.67 |
379.92 |
Financial Charges |
164.96 |
193.80 |
Depreciation |
38.36 |
38.19 |
Profit Before Tax (PBT) |
298.35 |
147.93 |
Less: Provision for Taxation including Deferred |
48.60 |
40.22 |
Profit After Tax (PAT) |
249.75 |
107.71 |
Profit Brought Forward from Previous Year |
1771.77 |
1644.06 |
Profit Available for Appropriation |
2021.52 |
1771.77 |
Balance Carried to Balance Sheet |
2021.52 |
1771.77 |
OPERATIONS REVIEW
During the year, under review, the revenue from operations amounted to Rs. 14038.87
Lakhs (as against the previous year figure of Rs. 15764.04 Lakhs. In-spite of overall
slowdown in the economy, the Company was able to generate Net Profit After Tax amounted to
Rs.249.75 Lakhs as against the previous year figure of Rs.107.71 lakhs.
LIQUIDITY
We maintain sufficient cash to meet our strategic objectives. We understand that
liquidity is necessary to cover Business and Financial risks. Excess funds are invested in
deposits with Bank having special rates of interest or by providing short Terms Loan and
Advances to parties which is receivable on demand so that funds are readily available at
any time period to meet requirement of our business.
DIVIDEND
Looking to future requirements of funds for business operations of the Company, the
directors have not recommended any dividend for the Financial Year 2022-23.
FUTURE PROSPECTUS
Our Company is also optimistic that with the stabilization in price for the old ship in
the international markets and in the sale price of recycled products in the domestic
market, the Company will be able to improve the turnover and the profitability ratios in
the coming years.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profits for FY
2022-23 in the Retained Earnings.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
Balance Sheet.
CREDIT RATINGS
Company has obtained the credit rating from CARE are as follow
Facilities |
Amount (Rs. In Crore) |
Ratings |
Rating Action |
Long Term/Short Term Bank Facilities |
138.00 |
CARE BBB-; Stable/CARE A3 (Triple B Minus; Outlook: Stable/ A Three) |
Reaffirmed |
Short Term Bank Facilities |
5.50 |
CARE A3 (A Three) |
Reaffirmed |
Total |
143.50 |
|
|
SUBSIDIARY COMPANIES AND JOINT VENTURES
The Company had one subsidiaries company M/s VMS TMT PVT LTD till 30th August, 2020 and
there is no joint venture with the Company. RELATED PARTY TRANSACTIONS
All related party transactions entered into during FY 2022-23 were on an arms length
basis and in the ordinary course of business. No material related party transactions were
entered into during the financial year by the Company. Accordingly, the disclosure of
related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is
separately attached herewith in Annexure-I.
The details of the transactions with related parties are also provided in the
accompanying Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis is
presented in a separate section forming part of this Annual Report as Annexure - II.
As required under the provisions of the Listing Regulations, the Audit Committee of the
Company has reviewed the Management Discussion and Analysis report of the Company for the
year ended March 31, 2023.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has adopted a Whistle blower Policy and Vigil Mechanism to provide a formal
mechanism to the Directors, employees and other external stakeholders to report their
concerns about unethical behaviour, actual or suspected fraud or violation of the
Companys Code of Conduct. The Policy provides for adequate safeguards against
victimisation of employees who avail of the mechanism and also provides for direct access
to the Chairperson of the Audit Committee.
No personnel of the Company has been denied access to the Audit Committee. The Whistle
blower Policy and Vigil Mechanism ensures that strict confidentiality is maintained in
such cases and no unfair treatment is meted out to a Whistle blower. The Company, as a
Policy, condemns any kind of discrimination, harassment, victimisation or any other unfair
employment practice being adopted against Whistle blowers.
The Policy is also posted on the website of the Company at: http://www.vmsiLm/uploads/2/8/88/28880383/whistle-blower-policy-.pdf
PREVENTION OF SEXUAL HARASSMENT (POSH)
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. There was no case of sexual harassment reported during the year
under review.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators or the courts or
tribunals impacting the going concern status and Companys operations in future.
INTERNAL FINANCIAL CONTROLS
Internal financial control systems of the Company are commensurate with its size and
the nature of its operations. These have been designed to provide reasonable assurance
with regard to recording and providing reliable financial and operational information,
complying with applicable accounting standards and relevant statutes, safeguarding assets
from unauthorised use, executing transactions with proper authorisation and ensuring
compliance of corporate policies.
The Audit Committee deliberated with the members of the management, considered the
systems as laid down and met the internal auditors and statutory auditors to ascertain,
their views on the internal financial control systems. The Audit Committee satisfied
itself as to the adequacy and effectiveness of the internal financial control system as
laid down and kept the Board of Directors informed. However, the Company recognises that
no matter how the internal control framework is, it has inherent limitations and
accordingly, periodic audits and reviews ensure that such systems are updated on regular
intervals.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORBTION, FOREIGN
EXCHNGE EARNINGS AND OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings
and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2023 are given in
Annexure - III attached hereto and forming part of this report.
EXTRACT OF THE ANNUAL RETURN
Pursuant to provision of Section 92 and 134 and other applicable provision of the
Companies Act, 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules,
2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st
March, 2023 is available at Companys Website: www.vmsil.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
In accordance with the provisions of Section 152 of the Act and the Articles of
Association of the Company Mr. Ajit Kumar Jain (DIN: 00114766), Director of the Company,
retires by rotation at the ensuing AGM and being eligible, has offered himself for
re-appointment. None of the Directors of the Company are disqualified under section 164 of
the Companies Act, 2013 from being appointed as a Director of any public Company. The
Board recommends her reappointment for your approval.
Independent Directors
In terms of Section 149 of the Act, Mr. Bakul Mehta, Mr. Pranav Parikh and Mr. Hitesh
Loonia, are the Independent Directors of the Company. The Company has received
declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Act and regulation 16(1) (b) of the
Listing Regulations and are independent from the management. The Independent Director of
the Company holds office for the term of five years. In terms of the provision of
Companies Act, 2013 the independent Directors are not liable to retire by rotation.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of Finance and taxation,
technology, digitalisation, human resources, strategy, auditing, tax corporate governance,
etc. and that they hold highest standards of integrity.
Brief resumes of the above Directors, nature of his expertise in specific functional
areas and names of the Public Limited Companies in which she hold Directorships and
Memberships / Chairmanships of Committees of the Board and their shareholding in the
Company, as stipulated under LODR, 2015 of the Listing Agreement are given in the Report
on Corporate Governance forming part of the Annual Report.
Key Managerial Personnel (KMP)
In terms of the provisions of Section 2(51) and Section 203 of the Act, the following
are the KMP of the Company:
• Mr. Manojkumar Jain, Managing Director (MD)
• Mrs. Sangeeta Jain, Whole Time Director (WTD)
• Mr. Hemal Patel, Company Secretary (CS)
• Mr. Amit Mandaia Chief Financial Officer (CFO)
Board Evaluation
The Board has carried out the annual evaluation of its own performance and that of its
Committees and individual Directors for the year pursuant to the provisions of the Act and
the corporate governance requirements prescribed under the Listing Regulations.
The performance of the Board and individual Directors was evaluated by the Board after
seeking inputs from all the Directors. The criteria for performance evaluation of the
Board was based on the Guidance Note issued by SEBI on Board Evaluation which included
aspects such as Board composition and structure, effectiveness of Board processes,
contribution in the long term strategic planning, etc. The performance of the Committees
was evaluated by the Board after seeking inputs from the Committee Members. The criteria
for performance evaluation of the Committees was based on the Guidance Note issued by SEBI
on Board Evaluation which included aspects such as structure and composition of
committees, effectiveness of committee meetings, etc.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory, cost
and secretarial auditors and external consultant(s), including audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
the Management and the relevant Board Committees, including the Audit Committee, the Board
is of the opinion that the Companys internal financial controls were adequate and
effective during FY 2022-23.
Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best
of their knowledge and ability, confirm that for the year ended March 31, 2023:
(a) in the preparation of the annual accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed Company, had laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) ofthe Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (Rules) are enclosed as Annexure-IV to this
report.
AUDITORS Statutory Auditor
The auditors M/s. S N SHAH & Associates., Chartered Accountants offers themselves
for reappointment at the ensuing annual general meeting. The company has received a letter
from the auditors stating that their appointment if made will be within the limits of
Section 139, 141 of the Companies Act, 2013 and the rules made there under. The Directors
recommend for their reappointment.
Further, the report of the Statutory Auditors along with notes to Schedules is a part
of the Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
Cost Auditors
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to prepare, maintain as well as have the audit of its cost
records conducted by a Cost Accountant and accordingly it has made and maintained such
cost accounts and records. The Board on the recommendation of the Audit Committee has
appointed M/s. Anuj Agrawal & Co. Cost Accountants (Firm Registration No. 100629) as
the Cost Auditors of the Company for FY 2023-24 under Section 148 and all other applicable
provisions of the Act.
M/s. Anuj Agrawal & Co. have confirmed that they are free from disqualification
specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of
the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act.
They have further confirmed their independent status and an arms length relationship with
the Company.
The remuneration payable to the Cost Auditors is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution for seeking
Members ratification for the remuneration payable to M/s. A.G. Tulsian & Co. is
included at Item No. 6 of the Notice convening the AGM.
Secretarial Auditor
In terms of Section 204 of the Act and Rules made there under, M/s. K. Jatin & Co.,
Practicing Company Secretaries, have been appointed as Secretarial Auditors of the Company
to carry out the secretarial audit for FY 2023-23. The report of the Secretarial Auditors
for FY 202223 is enclosed as Annexure - V to this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Secretarial Auditor in their Report. CORPORATE GOVERNANCE AND COMPLIANCE
The Secretarial and Legal functions of the Company ensure maintenance of good
governance within the organisation. They
assist the business in functioning smoothly by being compliant at all times and
providing strategic business partnership in the areas including legislative expertise,
corporate restructuring, regulatory changes and governance.
We adhere to the principal of Corporate Governance mandated by the Securities and
Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As
required by LODR Regulations, 2015, a detailed report on Corporate Governance forms part
of this Report as Annexure- VI. The Auditors Certificate on compliance with
Corporate Governance requirements by the Company is attached.
INSURANCE
The properties of the Company stand adequately insured against risk of fire, strike,
riots, earthquake, explosion and malicious damage.
RISK MANAGEMENT
The Company is exposed to the risk from the market fluctuations of foreign exchange as
well as the fluctuation in the price of iron and steel. The Companys raw material is old
ship, which is purchased from the international market on credit ranging up to 180 days to
360 days. Though the Company is hedging or covering the foreign exchange requirement, the
Company is regularly monitoring the foreign exchange movement and suitable remedial
measures are taken as and when felt necessary. Though the Company is employing such
measures, the Company is still exposed to the risk of any foreign exchange fluctuation.
Likewise, the Companys finished products are mainly re-rollable scrap generated from
ship breaking and the price of the same is linked to the market rate for iron and steel.
Any ups and downs in the price of the iron and steel will affect the profitability of the
Company. The Company keeps a watch on the movement of scrap prices and accordingly decides
its policy regarding purchase of ships and sale of scrap.
DISCLOSURES
Except as disclosed elsewhere in this report, there are no material changes and
commitments which can affect the financial position of the Company occurred between the
end of the financial year and the date of this report:
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Listing Obligation
& Disclosure Requirements Regulations, 2015, the Company has framed Risk Management
Policy. The details of the policy are as updated on website of the Company www.vmsil.in.
The risk management includes identifying types of risks and its assessment, risk handling
and monitoring and reporting. At present the Company has not identified any element of
risk which may threaten the existence of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had 11 (Eleven) Board meetings during the financial year under review. The
details of which are given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members:
a) |
Shri. Bakulbhai Mehta |
- Chairman |
b) |
Shri. Ajitkumar Jain |
- Member |
c) |
ShriPranav Parikh |
- Member |
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co employees and the Company.
LISTING:
The Equity shares of the Company are listed on Bombay Stock Exchange. The Company is
regular in payment of listing fees. The Company has paid the listing fees for the year
2023-24.
DEMATERIALISATION OF SHARES:
The ISIN for the Equity shares is INE932K01015. As on 31st March, 2023 total
1,64,73,255 equity shares of the Company have been Dematerialized. Members of the Company
are requested to dematerialize their shares.
SECRETARIAL STANDARDS
The Directors have devised proper systems and processes for complying with the
requirements of applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems were adequate and operating effectively.
CAUTIONARY STATEMENT:
Statements in the Directors Report and the Management discussion & Analysis
describing the Companys 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 Companys operations include global & domestic demand and supply
conditions affecting selling prices, new capacity additions, availability of critical
materials and its cost, changes in government policies and tax laws, economic development
of the country and such other factors which are material to the business operations of the
Company.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude, the commitment and dedication of the
employees, their untiring personal efforts and collective contributions at all levels that
has led to the growth and success of the Company. The Directors would also like to thank
other stakeholders including banks and business associates who have continued to provide
support and encouragement to the Company.
|
On behalf of the Board of Directors |
Date : 11.08.2023 |
Manojkumar Jain |
Sangeeta Jain |
Place : Ahmedabad |
Managing Director |
Whole Time Director |
|
(DIN: 02190018) |
(DIN: 00125273) |
+91-9892691696
