TO THE MEMBERS
The Board of Directors of your Company are pleased to present the 31stAnnual Report together with the Audited Financial Statements for the financial year ended31st March 2016.
1. FINANCIAL PERFORMANCE:
Financial performance of the Company for Financial Year 2015-16 on standalone basis issummarised below:
|Particulars ||2015-16 ||2014-15 |
|Sales and Other Income ||37.76 ||401.67 |
|Profit/(Loss) before Interest Depreciation & Tax ||(1866.53) ||(361.82) |
|Less: Interest (Net) ||801.49 ||724.89 |
|Profit/(Loss) before Depreciation & Tax ||(2668.02) ||(1086.71) |
|Less: Depreciation ||81.51 ||99.18 |
|Profit/(Loss) before Tax ||(2749.53) ||(1185.89) |
|Exceptional/Extraordinary Items ||974.56 ||- |
|Less: Provisions for Taxation ||(19.38) ||(288.19) |
|Net Profit/(Net Loss) after Tax ||(3704.71) ||(897.70) |
* Figures regrouped wherever necessary.
2. FINANCIAL REVIEW
During the financial year ended 31st March 2016 the Company reportedrevenue from operations of Rs 37.76 Crores and EBDIT of Rs. (1866.53) Crores. Net lossafter tax is Rs 3704.71 Crores. Major reasons for increased losses are low level ofbusiness activity resulting into low turnover impairment of inventories and increasedinterest cost. Exceptional items include foreign exchange losses and reversal of profitson account of cancellation of contract / invocation of bank guarantees. The globaleconomic slowdown has severally impacted the ship building industry. This has led to lowercapacity utilization and adversely affected the operations of the Company.
In view of the losses your Directors do not recommend any dividend for the year underreview.
4. SHARE CAPITAL
During the Year under review your Company has allotted total 191279 nos. of Equityshares of face value of Rs. 10/- each at a price of Rs. 275.92/- and total 76552717nos. 0.01% Compulsorily Convertible Preference Shares (CCPS) of face value of Rs. 10/-each at par to the Corporate Debt Restructuring Lenders (CDR Lenders) towards conversionof the Funded Interest Term Loan (FITL)/interest on FITL.
As on 31st March 2016 Authorised Capital was Rs. 17000 Crores divided into1500 Crores Equity Shares of Rs. 10/- each and 200 crores CCPS of Rs. 10/- each.
Total paid up Capital of the Company as on 31st March 2016 stood at Rs.3876769040/- divided into 54030848 equity shares of Rs. 10/- each and 333646056CCPS of Rs. 10/- each. Last date for conversion of CCPS was 26th March 2016but due to Honourable Delhi High Court order dated 29th September 2015 in caseof Stretegic Capital Pvt. Limited & Anr. Vs. Jaroli Viacom Pvt. Ltd. & Ors.restraining the Company from any change of capital structure the conversion of CCPS couldnot be effected.
5. BUSINESS OPERATIONS AND OUTLOOK
Your Company has strong footprint in ship building industry not only in India but alsoworldwide. The Company has State of the Art world class manufacturing facilities at Dahejand Surat in the State of Gujarat. Your Company is one of the India's largest privatesector shipyards and has expertise in building Specialized and Sophisticated vessels likeInterceptor Boats Battle Practice Target Cadet Training Ship Self-Loading andDischarging Bulk Cement Carriers Floating Cranes Articouple Tugs and Flotilla SplitBarges Bulk Carriers Newsprint Carriers Offshore Supply Vessels Dynamic PositioningShips Anchor Handling Tug Supply Vessels Multi-purpose Support Vessel Diving SupportVessels Pollution Control Vessel etc. for Government of India leading companies in Indiaand overseas. It has expertise in offshore Rig building also.
The manufacturing processes in the Shipyards are in line with world class standards andthe Yards have been certified by DNV for ISO 9001:2008 (for Quality Management Standards)by IRS for ISO 14001:2004 (for Environment Management Systems) and OHSAS 18001:2007 (forOccupational Health & Safety Management Systems).
Your Company has delivered a Pollution Control Vessel to the Indian Coast Guardhowever during the period under review the Company could not deliver any other ship asits Dahej yard was closed from June 2015 and Surat yard was partially operational.Progress of construction of vessels was affected due to the factors like unavailability ofworking capital etc. In Surat yard ship repair activity is going on at present but withlow volume. The Company has undertaken repair of Coast Guard Vessels and other commercialvessels in the period under review.
Due to suspension of operations at Dahej yard and low key operation at Surat losseshave piled up over the period which has resulted into erosion of net worth of the Company.As on 31st March 2016 net worth of the Company is fully eroded. The Board ofDirectors in their meeting held on 30.05.2016 has decided that the Company may explore thepossiblity of filing a reference to the Board for Industrial and Financial Reconstruction(BIFR) under Sick Industrial Companies (Special Provisions) Act 1985.
Indian Shipbuilding sector is facing crisis due to global downturn in ship buildingindustry since last few years. Most of the shipyards in India are idle due to lack oforders liquidity problem etc. Concerted efforts are required by all stakeholders likeBanks Govt. and other Industry participants to revive the Industry. Assets of theshipyards are of National importance and can't be left to remain idle for long time.
To uplift the ship building sector Govt. of India has also unfolded their hands andtaken following measures to revive the ailing ship building industry:
Infrastructure status has been provided to Shipbuilding Industry. This will makethe Industry eligible to avail/restructure long term loans upto 25 years.
Financial Assistance (Subsidy Scheme) to Shipbuilding Industry to the tune ofRs. 4000 crores over 10 years.
Policy for subcontracting from PSUs to Private Shipyards Rs. 50000 crores.
Preference to Indian built ships : Right of first refusal for "Indian makeIndian Flag" vessels.
Setting up of National Infrastructure Investment Fund (NIIF) with a corpus ofRs. 20000 crores. The idea is to revive commercially viable including stalledInfrastructure projects.
Indirect Tax Exemptions announced - Excise Duty and Customs Duty.
Development of Inland Waterways.
A growing Indian economy favorable Government policies and incentives framework along coastline and growing sea borne trade present a huge business opportunity within theIndian Shipbuilding and Ship Repair industry. Ship building industry as well as yourCompany is poised to come up in near future.
6. Financial Restructuring
As you are aware that during the financial year 2013-14 your Company had undertaken adebt restructuring exercise under the CDR mechanism governed by the Corporate DebtRestructuring Scheme issued by Reserve Bank of India dated August 27 2008 and theCorporate Debt Restructuring Guidelines formulated thereunder in consultation with itssenior secured lenders. Pursuant thereto the CDR Empowered Group at the meeting held on24th March 2014 has approved a restructuring package in terms of which theexisting financial assistance provided by the existing lenders of the Borrower asmentioned in the LOA (the "CDR Lenders") was restructured as set out inthe letter of approval dated 27th March 2014 issued by the Corporate DebtRestructuring Cell to the Borrower and the CDR Lenders (the "LOA") and inthis regard the Company has entered into a Master Restructuring Agreement with the CDRLenders (the "Master Restructuring Agreement") as on 28th March2014 as amended / modified from time to time.
The salient features of the CDR Package are as follows :
a) Cut-off date - 01st August 2013;
b) Total Debt rescheduled has funded interest ranging from 1 year 6 months to 3 years 7months and loan is payable over a period of 10 years.
c) Priority Debt sanctioned for meeting the immediate operational and capitalrequirement of the Company;
d) Reduction in the rate of interest to 11% PA.
e) Conversion of the FITL and further interest thereon into the Equity Shares/0.01%CCPS of the Company.
On 23.12.2015 CDR lenders in their meeting invoked Strategic Debt Restructuring (SDR)provisions in the Company. SDR invocation was approved by requisite majority of lenders.As per RBI guidelines SDR process including both finalization of package and allotment ofshare was to be concluded within 210 days from the SDR reference date i.e. on or before20.07.2016. But it could not be effected due to Hon'ble Delhi High Court orderrestraining the Company not to alter its capital structure. On 11.07.2016 the Court hasissued order permitting the Company to alter its capital structure. The Company is workingout to implement the same.
The Company along with CDR lenders exploring the possibility of inducting a strategicinvestor who will infuse necessary funds in the Company to strengthen the operations ofthe Company.
The lenders have disbursed total Rs. 550.81 Crores upto 31st March 2016towards the Priority Debts as per the terms of the MRA for meeting the immediateoperational and capital expenditure requirement of the Company.
7. Issue of Equity Shares and 0.01% Compulsorily Convertible Preference Shares (CCPS)
Issue of the Equity shares and CCPS to the CDR Lenders towards the conversion of theFITL and further interest thereon till 31st March 2016 FITL/Interest on FITLamounting to Rs. 419.40 Crores has been converted into the Equity shares and CCPS of theCompany.
In order to strengthen the Balance Sheet of the Company by repayment of its debt andfor general corporate purposes the Company proposes to raise capital by issue of furthersecurities including but not limited to Convertible Bonds Preference Shares EquityShares and other securities whether convertible or not etc. upto Rs. 2000 Crores(Rupees Two Thousand Crores).
Accordingly the enabling resolution mentioned in the Notice of Annual General Meetingis commended for your approval.
8. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of SEBI Listing Regulations 2015 Management Discussion andAnalysis Report elaborating detailed Industry Review Outlook etc. is presented in aseparate section forming part of this Report as "Annexure B".
9. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of your Company met four times during the year. Details of theMeetings are elaborated in the Corporate Governance section of this report
10. DECLARATION OF INDEPENDENCY:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149 (6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
11. BOARD EVALUATION AND SEPARATE INDEPENDENT DIRECTORS' MEETINGS
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Astructured questionnaire was prepared after considering the various criteria such as Boardfunctioning composition committee culture and their directions and governance. Theprocess evaluation was completed and the Board expressed the satisfaction over theevaluation process.
The Independent Directors meet at least once in a half year without the presence ofExecutive Directors or Management representatives. They also have a separate meeting withthe Non-Executive Chairman to discuss issues and concerns if any.
The Independent Directors met twice during the Financial Year ended 31st March 2016 on13th August 2015 and 11th February 2016.
12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed about the activities of theCompany its management and operations and provides an overall industry perspective aswell as issues being faced by the industry.
Your Company has three (3) subsidiaries i.e. Western India Shipyard Limited (a BSElisted Company) ABG Shipyard Singapore Pte. Limited (Singapore based Wholly OwnedSubsidiary) and ABG FPSO Private Limited and two Joint Ventures i.e. ABG Business VenturesPte. Ltd and Varada Seven Pte. Ltd at the end of the financial year 2015-16.
Financial results of Western India Shipyard Limited are not available to prevailingunavoidable circumstances i.e. labour unrest in the yard. There was no access of books ofaccount and other documents hence audited accounts could not get ready. Financialresults of other subsidiaries and Joint Ventures are not consolidated because of theirunavailability. Therefore statement containing salient features of financial statementsof subsidiaries and JVs are not being attached to this report as required under section129(3) of the Companies Act 2015.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of the Section 152 and 160 of the Companies Act 2013 read with Article 190 ofthe Articles of Association of the Company Mr. S. Muthuswamy is liable to retire byrotation at the ensuing Annual General Meeting and eligible for reappointment.
During the period under review Mr. Syed Abdi - Managing Director and CEO of theCompany has resigned from the Company w.e.f. 30th April 2016 due to personalreasons.
During the period under review Mr. Dhananjay Datar Director liable to retire byrotation retired from the Directorship of the Company from the date of last AnnualGeneral Meeting dt. 30th September 2015.
A brief resume of the Director being re-appointed at the ensuing AGM nature ofexpertise in specific functional areas and names of the Companies in which he holdsdirectorship and/ or membership/ chairmanships of Committees of the respective Boardsshareholding and relationship between Directors inter se as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is given in the notice ofAnnual General Meeting forming part of this Annual Report.
None of these Directors is disqualified as per the provisions of Section 164 of theCompanies Act 2013 to be re-appointed as directors of your Company.
Mr. Dheeraj Sharma Company Secretary has resigned from the Company w.e.f. 20thJanuary 2016.
M/s. Nisar & Kumar Chartered Accountants Statutory Auditors of the Company wasappointed at the last AGM till conclusion of the 32nd AGM subject toratification by the Shareholders at every Annual General Meeting. But they expressedtheir unwillingness to be re-appointed as a Statutory Auditors of the Company. ThereforeM/s GMJ & Co. Chartered Accountants has been appointed as a Statutory Auditors of theCompany by the Board of Directors at their meeting held on 11th August 2016.M/s GMJ & Co. Chartered Accountants have consented for their appointment in terms ofsection 139 of the Companies Act 2013 and also provided a certificate to the effect thatif they are appointed it would be in accordance with Section 141 of the Companies Act2013.
Your Directors propose the appointment of the M/s. GMJ & Co. Chartered Accountantsas a Statutory Auditors of the Company from the conclusion of ensuing AGM to conclusion of36th AGM.
The Auditors have marked Qualifications/ Matter of Emphasis on the financial statementsfor the FY 2015-16. Explanations of the Management towards the same are as follows:
Independent Auditors Qualifications and Management's Replies:
1. Carrying value of Plant Assets at Dahej Shipyard: Dahej yard is shut down for lastone year hence the physical verification and study for impairment if any could not becarried out. The Management believes that the Assets and Assets under construction are ofsuch nature as not to deteriorate or lose its value in such duration. The Management isstriving its best to resume production/ completion of capitalisation at yard which islikely to happen shortly.
2. Loans Advances and Receivables from Related Parties: All loans advances andreceivables are either to operating entities or having business plans or possessingcorresponding value. Some recoveries have been made during the year and for the balanceManagement is taking steps.
3. Subsidy receivable from Government of India: The subsidy has been accounted forstrictly in accordance with the Subsidy Scheme of Government of India and relevantAccounting Standards. Currently owing to low scale activities at its yards the Companyis not able to complete the ships and deliver them .The Management is confident aboutrecoverability of the subsidy from the Government once the eligible ships are constructedand delivered.
4. Going Concern: The Company has sizable and marketable inventory ready/ underconstruction state of the art fixed assets. With potential business supportive lendingbankers and favourable Government initiatives and policies the Management is of firmbelief that the Company does not cease to be a Going Concern.
Emphasis of Matters:
1. Investment in Subsidiaries: The Management has evaluated the investments in allrelated entities / subsidiaries which is strategic and of long term nature. It believesthat there is not permanent diminution in values of the investments so as to warrant forprovisioning.
2. 2.1 Impairment of Inventory: The Management has carried out a technical valuationand accounted the impairment. For some ships and Rigs the valuation process shall be takenin due course.
2.2 Rig Work in progress and Advances: This is only for information.
3. Advances to certain suppliers/ contractors: The advances given to suppliers /contractors are for material / services of long gestation period and represent partadvance in most of the cases. Once the production activities are normalized and materialis required the Company shall be paying the balance and obtaining the material. TheManagement has taken special efforts to obtain confirmation / refund in some cases.
4. Non Provision of Managerial Remuneration: The Management is taking legal advise onthis matter.
5. Compensation Payable in lieu of Banks' Sacrifice: This is only for information.
6. Non Availability of some confirmations/ statements from banks / institutions: Thisis only for information. However the Company has accounted for all the transactions basedon the material / evidences available with it.
7. Legal proceedings by some authorities / creditors: Management believes that this isin normal course of business and dealing with the matter legally.
Annexure A to the Independent Auditors Report:
1.& 2 Physical Verification of fixed assets and inventory at Dahej yard: Due toclosure of the Dahej yard the physical verification of fixed assets and inventory couldnot be carried out this year. The Management believes that the fixed assets and inventoryhas sound physical safeguard and effective custodial accountability. Advance of Rs. 72.93lacs as such does not represent any immovable property and it needs to be allocated overexisting lands. Efforts are on to obtain documents from the vendor/ agent to account thesame appropriately.
3. Pending updating of Register under Section 189 of the Companies Act 2013: theupdation has been done.
4. Non Charging of interest to certain parties: The charging of interest is notexpedient considering the relationship of the
Company with these parties.
5. Maintenance of Cost records: The Company has been maintaining appropriate costrecords since years consistently; however the Management is engaging Professionals to makethe records more compliant.
6. Delays and defaults in depositing Statutory Dues: The delays and defaults are owingto lack of cash flows. As the Company is under Corporate Debt Restructuring its Cashflows are controlled by monitoring institution of consortium of banks / institutions.
However with the available Cash flows the Management is endeavouring to deposit thedues in small tranches/ installments.
7. Fraud by the Company/ Its Employees: The Management reiterates that there is nofraud committed either by the Company or its employee. Due to non-payments of outstandingto certain creditors the company has received notices alleging fraud which Company isdealing legally. The DRI has certain issues relating the valuation of certain assessed andcleared imports by the Company and thus have made few employees as parties also. Thematter is under adjudication.
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mrs. Kala Agarwal a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure C"
The report does not contain any qualification save and except updation of Company'swebsite as regard of Secretarial compliances and not filing of statutory forms.
The website is not updated due to technical problem. Non availability of requisitestaff is the major cause for other non compliances which are been complied with now.
16. EXTRACT OF ANNUAL RETURN:
The extract of the annual return as provided under sub-section (3) of section 92 ofCompanies Act 2013 in the prescribed Form MGT-9 is forming part of this report as"Annexure D"
17. DEPOSITS/FIXED DEPOSITS
The Company has not accepted deposits by way of invitation to the public and thereforeprovisions of Section 73 of the Companies Act 2013 are not applicable to the Company.
18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FORIEGN EXCHANGE EARNINGS &OUTGO
Information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is included in "Annexure A".
19. CORPORATE GOVERNANCE
The Company consistently emphasises its commitment towards a healthy corporategovernance policy and adherence of the same that defines and drives organisationperformance as per its cherished values and commitments to every stakeholder.
A detailed report on compliance of Corporate Governance in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of this Report as "Annexure E".
The Statutory Auditors' certificate on compliance with Corporate Governance by theCompany is attached to the report on Corporate Governance.
20. DIRECTORS' RESPONSBILITY STATEMENT
In pursuance of section 134(5) of the Companies Act 2013 the Directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them confirm that:
I. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
II. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
III. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
IV. The directors have prepared the annual accounts on a going concern basis.
V. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
VI. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
21. PARTICULARS OF LOAN GUARANTEE OR INVESTMENT:
Particulars of the outstanding loans or guarantees covered under the provisions ofSection 186 of the Act as on March 312016 have been elaborated in note no. 40 to theFinancial Statements.
During the Financial Year 2015-16 the Company has not given any Guarantee/Loan orprovided Security under the provisions of Section 186 of the Companies Act 2013.
22. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
23. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
24. INDUSTRIAL RELATIONS
Your Company has maintained healthy cordial and harmonious industrial relations at alllevels at the offices and yards of the Company throughout the year.
25. CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirement of Section 135 of the Companies Act 2013 theCompany has constituted a Corporate Social Responsibility Committee. A report on CSRActivities of the Company is attached with this Directors' Report as "AnnexureF".
26. NOMINATION AND REMUNERATION POLICY
The Board of Directors of the Company have Nomination and Remuneration Committee inline with the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Board has placed the Nomination andRemuneration Policy in terms of Section 178 of the Companies Act 2013.
Composition of the Nomination and Remuneration Committee and Nomination andRemuneration Policy are elaborated in the Corporate Governance Report annexed to thisReport.
27. WHISTLE BLOWER POLICY/VIGIL MECHANISM
A Whistle Blower Policy/Vigil Mechanism policy is framed and has established thenecessary vigil mechanism in line with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177 (9) of the Companies Act 2013 for thedirectors and employees to report concerns about unethical behaviour. No person has beendenied access to the Audit Committee. However no instances of fraud or otherirregularities have been observed which need to be reported to the Board/ AuditCommittee.
28. RISK MANAGEMENT POLICY
The Board of Directors has constituted a Risk Management Committee. The Committee isresponsible for reviewing the risk managing plan and ensuring its effective ness. Majorrisks identified by the busineses and functions are systematically addressed throughmitigating actions on a continuing basis.
The Company has developed a Risk Management Policy detailing the risk managementsystem process and procedure.
Composition of the Risk Management Committee and Terms of reference thereof isdescribed in the Corporate Governance Report annexed to this Report.
29. INTERNAL CONTROL SYSTEM
The details of internal control system and its adequacy are included in ManagementDiscussion and Analysis Report which forms part of this report.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section188 of the Companies Act 2015 are given in the prescribed form AOC-2 refer Annexure G.
Your Directors wish to extend their sincere gratitude to all the Customers SuppliersBankers Financial Institutions Trustees Government Authorities/Officials BusinessAssociates Shareholders and Debenture Holders of the Company for their continuousguidance and support to the Company and their continued confidence in the management ofthe Company.
Further the Company and its Board of Directors wish to express admiration andacknowledge the understanding support and services of the employees at all levels whichhave largely contributed to efficient operations and management of the Company during theyear under review and make the Company confident to come out from the tough business spanof the Company.
|Place: Mumbai ||For and on behalf of the Board |
|Date: 11th August 2016 || || |
| ||Ashwani Kumar ||S. Muthuswamy |
| ||Director ||Executive Director |