ABG Shipyard Ltd.
|BSE: 532682||Sector: Others|
|NSE: ABGSHIP||ISIN Code: INE067H01016|
|BSE 00:00 | 15 May||ABG Shipyard Ltd|
|NSE 05:30 | 01 Jan||ABG Shipyard Ltd|
|BSE: 532682||Sector: Others|
|NSE: ABGSHIP||ISIN Code: INE067H01016|
|BSE 00:00 | 15 May||ABG Shipyard Ltd|
|NSE 05:30 | 01 Jan||ABG Shipyard Ltd|
The Members of ABG Shipyard Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of ABG ShipyardLimited ("the Company") which comprise the Balance Sheet as at March 31st2016 and the Statement of Profit and Loss and Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (the 'Act') with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the Accountingprinciples generally accepted in India including the Accounting Standards specified insection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.
We have conducted our audit in accordance with the Standards on Auditing specifiedunder section 143 (10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation and fairpresentation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion.
Basis for Qualified Opinion
1. Note No. 11 to the financial statements. Due to prolonged suspension of constructionactivities of some of the Plant Assets in Dahej Shipyard facilities expenses incurred andcapitalized so far on those assets related advances given to suppliers and contractorsthe physical condition of these assets under construction require technical evaluation todetermine impairments or write off if any. However in the view of the management thesuspension of construction activities of these assets is temporary in nature and assetsunder construction are not obsolete and the company will be able to resume constructionactivities in the near future and hence no provision is required to be made. Managementhas informed us that the recoverable amount of Assets within the meaning of AccountingStandard 28 is more than their carrying value and as such no amount needs to be recognizedin the financial statements for impairment loss. We have not been able to validate thisassertion in the absence of internal exercise or external valuation report of anindependent agency and the uncertainty of resumption of future operations/results ofoperations thereafter. Further in absence of physical verification of Fixed Assets andcapital work in progress at Dahej Shipyard we are unable to comment on the carrying valueof Plant Assets at Dahej Shipyard.
2. Note No. 17 (c) to the financial statements which details various loans advancesand receivables from related parties. In respect of these loans advances and receivablesthe deliverables and receipts are outstanding for a long time. Absence of recoveries fromthese parties since several years indicates the existence of material uncertainty that maycast doubts on the recoverability of the loans and advances. However in the view of themanagement no provision is required considering that these entities are related partiesand as such the balances are considered good and recoverable by the management. As suchloans are interest free and there is no stipulation of repayment date we consider thatprima facie the terms and conditions of such loans are prejudicial to the interest of theCompany. We are unable to comment on the recoverability of loans and advances andascertain the impact if any on the financial statements.
3. Note No.18 to the financial statements regarding subsidy receivable. The Companyhad recognised for subsidy under Ship Building Subsidy Scheme in earlier years out ofwhich subsidy of Rs. 49964.89 Lacs is still receivable as on 31st March 2016. Thereceipt of aforesaid Subsidy is dependent upon completion of vessels and compliance withother terms and conditions of the Ship Building Subsidy Scheme of the Government of India.In view of the uncertainty involved with respect to availability of working capital asrequired for completion of vessels and continuing default in CDR terms as well as low keyoperations at Surat and no operation at Dahej there is a material uncertainty ofcompletion of vessels and realization of the subsidy. The Company has not made provisionfor the possible impact of the irrecoverability of the same.
4. Note No. 39 to the financial statements. The Financial statements have been preparedassuming that the company will continue as a going concern. The Company has defaulted inrepayment of loans and covenants of the CDR scheme of lenders. There has been suspensionof operations at Dahej unit and low key operation at Surat unit. Further there are civiland criminal proceedings pending before Judicial Authorities seeking compensationsliquidation of the Company and punishment to Directors/ Officers of the company. Thecompany has suffered recurring losses and its net worth has eroded. All these conditionsindicate a significant doubt about the going concern. The Financial statements do notinclude any adjustments that might result from the outcome of this uncertainty.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above the aforesaid financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2016 and its loss and its cash flows for the year ended on that date.
Emphasis of matters
We draw attention to:
1. Note No. 12(d) to the financial statements. The Company has investments insubsidiaries and related parties amounting to Rs. 22012.51 Lacs as on the balance sheetdate. In absence of availability of the audited financial statements of the investeecompanies we are unable to ascertain or quantify whether any provision is required to bemade for the impairment of these investments. In the view of the management theinvestments are long term in nature and there is no permanent diminution in the value ofinvestments requiring adjustment to the financial statements.
2. i) Note No. 14(b) to the financial statements. The company follows accountingpractice of recognizing revenue under Accounting Standard 7 on the basis of estimatedcost cost so far incurred and estimated profit or loss out of shipbuilding contracts. Thecost estimates are done by company and we have relied on the same. A technical evaluationwas carried out by the Company of the inventory of Ships and Rigs under construction andthe valuation of Work in progress recognized as per AS 7 as well as for the futureforeseeable losses in the current economic scenario. The technical evaluation has beendone in phases and is not completed for rigs and certain ships. Hence we are unable tocomment on further impairment if any which may pertain to the values of rigs and certainships as appearing in books of Accounts as Work in Progress. In the view of themanagement adequate provision for estimated future foreseeable losses is provided in thebooks of accounts.
ii) Note No. 14(c) to the financial statements. The Company has concluded Rig buildingcontract with respect to two rigs. The Company is in the process of negotiating the finalsettlement with these customers. Pending settlement company continues to show a sum of Rs175221.86 Lacs as inventory of rigs under the head Work in Progress and as advancereceived under Progress Money from customers. The impact of this on the net current assetis Nil.
3. Note No. 17 (d) to the financial statements which details various advances tocertain parties that are outstanding for a long time. In respect of these advances nomaterials or services have been received by the company. Reduction of company's activityaged outstandings and absence of balance confirmation of outstandings from these partiesindicates the existence of material uncertainty that may cast doubts on the recoverabilityof these advances or deliverables against the same. However in the view of themanagement no provision is required to be done as such balances are considered good andrecoverable.
4. Note No. 40(2) to the financial statements. The Company has not provided ManagerialRemuneration for the managing director after October 2015 as it would then exceed theprovision of section 197 read with Schedule V to the Companies Act 2013.
5. The company has defaulted in repayment of loans and covenants of CDR schemes oflenders. As regards contingency related to "compensation payable in lieu of BankSacrifice" the outcome is materially uncertain and cannot be determined in terms ofits monetary impact on the financial statements. The Company's Management is of the viewthat the company is an operative Company and such contingency may not arise
6. Loan statements pertaining to certain Loans from some banks and financialinstitutions representing book balances of Rs 89198.57 Lacs have not been received andreconciled. Further due to pending clarification and confirmation from some banks forcertain current/cash credit accounts entries have not been reconciled. Hence the effectif any of such pending reconciliations on financial statements remains unascertained.
7. Some customers creditors as well as Statutory Authorities have initiated legalproceedings against the company which may result in compensation interest and penalties.The possible impact of the same on financial result cannot be ascertained pending suchoutcome.
Our opinion is not qualified in respect of these matters.
Report on Other Legal and Regulatory Requirements:
1. As required by the Companies (Auditor's Report) Order 2016("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure A a statement on the matters specifiedin paragraphs 3 and 4 of the Order to the extent applicable.
2. As required by section143(3) of the Act we report that:
a) Except for the matters described in the basis for qualified opinion paragraph abovewe have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit
b) Except for the effects of the matter described in the basis for qualified opinionparagraph above in our opinion proper books of account as required by law have been keptby the Company so far as appears from our examination of those books
c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account.
d) Except for the effects of the matter described in the Basis for Qualified Opinionparagraph above in our opinion the aforesaid standalone financial statements comply withthe accounting standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e) The matters described in the Basis for Qualified Opinion and the Emphasis of Matterparagraph above in our opinion may have an adverse effect on the functioning of theCompany.
f) On the basis of written representations received from the directors except onedirector as on March 312016 and taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2016 from being appointed as a director interms of section 164 (2) of the Act. We are unable to comment on the eligibility of theone director from whom the written representation has not been received.
g) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure B.
h) In our opinion and to the best of our information and according to the explanationsgiven to us we report as under with respect to other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014:
i) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements as referred to in Note No. 28 to the FinancialStatements.
ii) Subject to our comment in Emphasis of Matter paragraph point no. 2 the Company hasmade provision as required under the applicable law or accounting standards for materialforeseeable losses if any on long- term contracts including derivative contracts.
iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
Annexure A to the Independent Auditor's Report
Annexure referred to in paragraph 1 Our Report of even date to the members of ABGShipyard Limited on the financial statement of the Company for the year ended 31st March2016
On the basis of such checks as we considered appropriate and according to theinformation and explanations given to us during the course of our audit we report that:
i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets;
(b) The Fixed Assets of the company are substantially located in two Shipyards i.e.Surat and Dahej. Fixed Assets situated at Surat have been physically verified in a phasedmanner by the management during the year as per the program of verification. As informedto us no material discrepancies were noticed between book records and physicalverification at Surat. In our opinion the verification at Surat was reasonable havingregard to the size of the Company and nature of its Asset. However we were informed thatno physical verification of Fixed Assets has been carried out at Dahej. Such Assets atDahej constitutes approx 84% of the Total Gross Block of fixed assets hence we are unableto comment whether there exists any material discrepancies between the physical balanceand book balance.
(c) The title deeds of immovable properties are held in the name of the Company exceptfor certain freehold lands at Dahej having gross block value of Rs 72.93 Lacs and net bookvalue of Rs 72.93 Lacs is yet pending registration with concerned authorities. We have notbeen provided with information regarding status of pending registration of immovableproperties at Surat & Kolkata hence we are unable to comment on same.
ii. According to the information and explanations given to us the inventory has beenphysically verified during the year by the management at its Surat Shipyard. The frequencyof verification is reasonable and adequate in relation to the size of the Company and thenature of its business and on the basis of the records of inventory. However as thephysical verification had not been carried out during the year under reporting at DahejShipyard and inventories lying with Customs Authorities/ Bonded Warehouse we are unableto make any comment on the same as to whether any discrepancy exists between book balanceand physical balance of those inventories.
iii. The Company has not updated register under section 189 of the Companies Act 2013hence we cannot rely on the same. The company has given interest free loans to variousgroup companies and attention is drawn to note no. 17 of the Financial Statements.
As such loans are interest free and there is no stipulation of repayment date weconsider that prima facie the terms and conditions of such loans are prejudicial to theinterest of the Company.
As there is no stipulation as to repayment date of principal amount hence clause (iii)(b) & (c) of the order are not commented on.
iv. According to the information and explanations given to us the Company has notgiven loans covered under section 185. The Company had loans to certain parties coveredunder section 186 of the Companies Act 2013 in respect of which no interest has beencharged which is not in compliance with section 186 of the Companies Act 2013.
v. In our opinion and according to the information and explanations given to us thereare no deposits accepted from the public hence paragraph 3(v) of the Order is notapplicable.
vi. We could not review the cost records maintained by the Company pursuant to theSection 148(1) of the Companies Act 2013 due to non availability of such records for ourreview and hence we are unable to give our opinion as to prima facie whether theprescribed cost records have been maintained.
vii. (a) According to the records of the Company there has been instances ofinordinate delays and defaults during the financial year in depositing with appropriateauthorities the undisputed statutory dues including Provident Fund Income-tax TaxDeducted at Source Sales-tax Wealth-tax Service tax Profession Tax Custom dutyExcise duty Cess and other statutory dues applicable to it.
The following undisputed statutory dues are outstanding for a period of more than sixmonths as on March 31 2016 from the date they became payable:
(b) According to information and explanation given to us the following dues have notbeen deposited by the Company on account of disputes:
viii. According to the information and explanation given to us and as per the books ofaccount the Company has defaulted in respect of dues to financial institutions bankGovernment or debenture holders during the financial year. The period and the amount ofdefaults are as under:
No independent specific confirmation from lenders of above defaults has been providedto us the management. ix. The Company has not raised money by way of initial public offerfurther public offer or debt instruments during the year. Due to invocation of certainbank guarantees the loans and overdrafts from banks have been increased which wereutilized for meeting commitments under such guarantees.
x. In our opinion and on the basis of information and explanations provided by theManagement we report that no fraud on or by the Company has been noticed or reportedduring the course of our audit. However some creditors have issued notices and commencedlegal proceedings against the Company alleging fraud for hypothecation of inventory withlenders without clear title due to non clearance of their dues. Further Directorate ofRevenue Intelligence Mumbai has also alleged fraud by the Company's employees pertainingto certain imports and issued a showcase as to why penalty should not be levied on theCompany. The management is of the view that no fraud has been noticed by the Company orhas been done on the Company.
xi. The Company has paid/provided for managerial remuneration in accordance withrequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.
xii. In our opinion and according to the information and explanation given to us theCompany is not a Nidhi Company hence paragraph 3(xii) of the Order is not applicable
xiii. In our opinion and according to the information and explanation given to us asthe register under section 189 has not been updated we are unable to comment oncompliance by the company with section 177 and Section 188 of the Companies Act 2013 withrespect to transactions with the related parties. Details of related party transactionhave however been disclosed in the Financial Statements as required by the AccountingStandard 18.
xiv. The Company has made preferential allotment or private placement of shares duringthe year under audit as per the Corporate Debt Restructuring agreement by convertingfunded interest term loan and no fresh amounts were raised. The requirements of section42 of the Companies Act 2013 have been complied with in respect of such allotments.
xv. In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with directors or persons connectedwith them.
xvi. According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Annexure B to the Independent Auditor's Report to the members of ABG Shipyard Limited
Report on the Internal Financial Controls under Clause (f) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of ABGShipyard Limited ("the Company") as of March 31 2016 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
According to the information and explanation given to us and based on our audit thefollowing material weakness has been identified as the adequacy and operativeeffectiveness of the Company's internal financial controls over financial reporting as at31st March 2016.
1. The Company's internal controls on with regard to timeliness and in consolidatingthe information from remote location and reconciliation of accounts were not operatingeffectively.
2. The Company had no internal audit department which could carry on internal audit andrisk assessment functions.
3. The Company lacks trained personal for their secretarial and legal compliance whichcould potentially result in failure to comply with laws and regulations in a timelymanner.
A 'material weakness' is a deficiency or a combination of deficiencies in internalfinancial control over financial reporting such that there is a reasonable possibilitythat a material misstatement of the company's annual or interim financial statements willnot be prevented or detected on a timely basis.
In our opinion except for the possible effects of the material weaknesses describedabove on the achievement of the objectives of the control criteria the Company hasmaintained in all material respects adequate internal financial control over financialreporting and such internal financial control over financial reporting were operatingeffectively as of 31st March 2016 based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.
We have considered the material weaknesses identified and report above in determiningthe nature timing and extent of audit test applied in our audit of the 31stMarch 2016 standalone financial statements of the Company and this material weaknesses donot affect our opinion on the standalone financial statements of the Company.