Your Directors present their 22nd Annual Report on the state of affairs of theCompany's business and operations with the Company's Audited Accounts for the year endedMarch 31 2014 as under:
|Particulars ||31.03.2014 ||31.03.2013 |
| ||(Rs.In Lacs) ||(Rs. In Lacs) |
|Sales and other Income ||4518.61 ||7853.27 |
|Profit /(Loss) before Interest Depreciation & Taxes ||(558.67) ||1276.15 |
|Less: Interest (net) ||771.75 ||1249.26 |
|Profit/(Loss) before Depreciation & Tax ||(1330.42) ||26.89 |
|Less: Depreciation ||1314.55 ||1314.64 |
|Profit/(Loss) before Taxes ||(2644.97) ||(1287.76) |
|Provisions for Taxes || || |
|Tax Adjustments for Earlier Year ||32.11 ||4.36 |
|MAT Credit Entitlement ||- ||(6.09) |
|Profit/(Loss) before Adjustments & Exceptional items ||(2677.07) ||(1298.20) |
|Prior Period Adjustments ||13.21 ||(11.48) |
|Profit/(Loss) before Exceptional items ||(2690.28) ||(1286.72) |
|Exceptional items ||- ||(305.00) |
|Net Loss for the year ||(2690.28) ||(981.71) |
Your Company has a modern composite Shiprepair yard at berth Nos. 1 2 3 and 4(part)under a license agreement dated 05.04.1993 for a period of 25 years with the Mormugao PortTrust at Mormugao Harbour Goa. The Shiprepair facilities consist of a Floating Dry Dockof 60000 DWT 4 wet repair berths portal rail cranes of 35T 50T & 70T mobile craneelectrical sub-station heavy duty workshops & fabrication centers. Your Company alsorepairs Oil Rigs and has a slipway for ship building at its shipyard. Your Company has anISO 9001:2008 quality certification for repair of ships and rigs.
Your Company has repaired 29 vessels during the year and achieved total revenue of Rs.4518.61 lacs as against Rs. 7853.27 lacs in the previous year. However the Company had anet loss of Rs. 2690.28 lacs for the year as against a net loss of Rs. 981.71 lacs in theprevious year.
Your Company's operations were severely affected due to the recession in the globaleconomy in the Financial Year (FY) 2013-14 which was slow and short of expectations.Several European economies experienced severe recession due to sluggish growth fiscalrestrictions and high unemployment. Hence a number of shiprepair orders from Indian andforeign clients did not materialize during the year as expected.
In addition to the global economic uncertainties the Central & State Governmentand the Apex Court had imposed restrictions on the Mining Industry in Goa which seriouslyaffected the Shipping Industry especially the bulk ore transhippers cargo vessels andbarges calling at the Mormugao Port. Except for a few passenger vessels the number ofvessels calling at the Mormugao Port declined due to recessionary conditions in shippingpoor cargo volumes and high freight rates.
You will be pleased to know that the Apex Court has lifted the restrictions on miningin Goa in April 2014. However the mining operations are expected to resume in full swingonly after the necessary approvals have been obtained from the Central & StateGovernment. There are no material changes which have occurred between the end of theFinancial Year & the date of the Directors' Report affecting the financial positionof the Company.
In view of losses for the year no dividend has been recommended for the shareholders.
Auditors and Auditors' Report;
M/s. V. V. Kale & Co. Chartered Accountants and Independent Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment. The Company has received from the auditor that theirre-appointment if made would be within the prescribed limits under Section 141 (3)(g) ofthe Companies Act 2013 and they are not disqualified for re-appointment.
The Auditors in their Independent Auditors' Report annexed to the financial statementshave drawn attention to Note No. 36 that the financial statements have been prepared on agoing concern basis notwithstanding the fact that the Company's net worth is completelyeroded due to losses primarily due to bad market conditions and economic scenario of theCountry for which the Ship Owners have deferred the repair orders. The Company is hopefulof receiving the orders in the coming years and expects an improvement in profits. TheManagement is also trying to collect its receivables so that current payments can be made.Therefore this will not have any impact as going concern.
Shri. Ashok Kumar Agarwal retires by rotation at the ensuing AGM of the Company and iseligible for re-appointment as director in terms of the Articles of Association of theCompany read with Sec. 152 of the Companies Act 2013.
Further your Company has received notices from the members for the appointment ofShri. Ashwani Kumar and Shri Ashok R. Chitnis as Independent Directors for a term of fiveyears. The Company has received the declarations from them confirming that they meet thecriteria of independence as prescribed both under subsection (6) of Sec. 149 of theCompanies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges forappointment as Independent Directors.
The Company has not accepted any deposits by way of invitations during the year fromthe public in terms of Section 58 A/58AA of the Companies Act 1956 and the rulesthereunder.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the requirements set out by SEBI. The Report on Corporate Governance Report andthe Management's Discussion and Analysis Report as stipulated under Clause 49 of theListing Agreement forms part of the Annual Report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceas stipulated in the said Clause 49 is attached to the said Report.
Corporate Social Responsibility (CSR):
The Companies Act 2013 has introduced Sec. 135 relating to Corporate SocialResponsibility which will apply when a Company's net worth is Rs. 500 crore or more orturnover is Rs. 1000 crore or more or its net profit is Rs. 5 crore or more during thefinancial year. However this does not apply to the Company.
Directors Responsibility Statement:
Pursuant to Sec. 217(2AA) of the Companies Act 1956 the Directors state that:-
(a) In the preparation of the annual accounts for the year ended March 31 2014 theapplicable accounting standards read with the requirements set out under Schedule VI tothe Companies Act 1956 have been followed alongwith proper explanation relating tomaterial departures if any;
(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2014 and of the profitand loss of the Company for the year ended on that date;
(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
(d) The Directors have prepared the annual accounts of the Company on a 'going concern'basis.
(e) The directors in the case of a listed Company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively. For the purposes of this clause the term"internal financial controls" means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordand the timely preparation of reliable information;
(f) The directors has devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company has received the charter of demands for a new wage settlement from itstrade union and the same is under negotiation. The Company enjoyed cordial industrialrelations during the year.
(a) Particulars required under the Companies (Disclosure of Particulars in the Reportof the Board of Directors) Rules 1988 relating to the conservation of energy technologyabsorption foreign exchange earnings and outflow etc. is at Annexure - 1.
(b) The particulars of the employee of the Company who is in receipt of remuneration ofmore than Rs. 60 lacs per annum or more than Rs. 5 lacs for part of the year in terms ofSec. 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees)Rules 1975 as amended is set out in Annexure -2.
Your Directors place on record their sincere appreciation for the assistance andco-operation received from the Ministry of Shipping Government of Goa bankers vendorsclassification societies & other stakeholders whose continued support has enabled theCompany to maintain the operations despite the severe recessionary conditions. YourDirectors place on record their sincere appreciation of the support and patronage receivedfrom ABG Shipyard Limited its holding company and the contributions made by theemployees of the Company. The Company thanks the Mormugao Port Trust for its support andalso its investors for reposing faith in the Company.
By Order of the Board For Western India Shipyard Limited
| ||Sd/- ||Sd/- |
|Dated: 22.05.2014 ||Ashwani Kumar ||Cdr. S.K. Mutreja Director(Retd) |
|Place: Mormugao Goa. ||Director ||Whole Time Director & Chief Executive Officer |
ANNEXURE '1' TO THE DIRECTORS' REPORT:
Information pursuant to Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988.
(A) Conservation of Energy:
(a) Energy conservation measures taken:
The Company has been laying continuous emphasis on the conservation of energy and hastaken several measures including regular monitoring of consumption reduction oftransmission losses and improved maintenance of systems. Some of the significant measuresimplemented are:
Reduction of contract demand from 3000 KVA to 1500 KVA.
Installation of solar power lamps in the shipyard to save power & improveillumination at night.
Using MIG welding machines/process and energy savers /inverters in place ofrectifiers to reduce power consumption and improve welding quality.
Reduction of transmission leakage in air compressors resulting in constantpressure during blasting & painting operations.
Improved efficiency with average Power Load Factor of 0.95.
Minimizing idle running of equipment like gensets pumps ac/s lights &machinery.
Implemented CNC cutting machine beveling machines Co2 gas welding machines& use of ceramic backing strips in welding process to reduce power/gas consumption.
(b) Additional investments and proposals for reduction of consumption of energy:
Replacing power factor controls by automatic power factor control panels
Increase in number of solar power lamps in the shipyard.
Installation of energy efficient Variable Frequency drive (VFD) on aircompressors and pumps to reduce energy consumption.
(c) Impact of above measures for reduction of energy consumption & consequentimpact on the cost of production of goods:
The energy conservation measures have resulted in significant energy savings during theyear.
(B) Technology Absorption
1. Research and Development (R & D) :
Specific areas in which R & D carried out by the Company:
Manufacture of one 'Jack up barge' for PMC Projects Pvt. Ltd involving thepreparation of layout plans general arrangements piping and valves machinery placementfabrication of hull and other structures like jack houses with jack up legs & lockingsystems electrical lines crew accommodation LSA & FFA etc.
Fabrication of jigs & fixtures for faster shiprepairs to improve quality anddelivery time.
Development of indigenous Coffer Dam technology for repair of ship side steelplates without dry docking.
High lift platforms introduced for safe working at heights for Rigs repairs. ^Development of used grit extractor.
2. Benefits derived as a result of above R & D:
Manufacturing process developed in-house has been commercialized by the Company.^ Cost reductions through better utilization of material and energy.
Improvement in Quality and Customer Satisfaction.
Faster re-delivery of vessels.
Reduction of environment pollution.
Improvement in system standardization process and productivity.
3. Future Plan of Action
Improvement in the process of planning procurement and production systems inshiprepair /Rig repair methodology.
Introduction of new products machinery and processes for better results.
Improving interaction with Class Surveyors involved with Shiprepair and Rigrepairs.
4. Expenditure on R & D
The Company is examining various proposals for SAP integrated software covering areasof planning & procurement manpower commercial invoicing & inventory control forimproving MIS.
Technology Absorption Adaptation and Innovation :
1. Efforts in brief made towards Technology Absorption adaptation & innovation :
Use of trained and experienced personnel from technical institutions/shipbuilding institutions for keeping them abreast with the changing technologies andmethodology of Ship repair and ship building.
Imparting Training to Direct / Indirect / Contractors for ship repairs.
Active interaction with Classification Societies for shiprepairs.
In house repairs of valves and material handling equipment like cranes etc.
2. Benefits derived as a result of the above efforts
Eg. Product improvements Cost reduction etc.
Cost reduction in operations.
Quality Assurance Customer satisfaction and improved safety.
3. Information regarding Technology imported during the last five years.
|Technology imported ||Year of Import ||Status |
|Nil ||N.A ||N.A |
(C) Foreign Exchange Earnings and Outgo:
Your Company had foreign exchange earnings equivalent to Rs. 220.37 lacs during theyear ended 31.03.2014 (Previous year Rs. 3886.42 lacs). The foreign exchange expenditureduring the year was equivalent to Rs. 21.26 lacs (Previous year: Rs. 492.04 lacs).
By Order of the Board For Western India Shipyard Limited
|Place : Mormugao Goa || || |
|Dated : 22.05.2014 ||Sd/- ||Sd/- |
| ||Ashwani Kumar ||Cdr. S.K. Mutreja Director(Retd) |
| ||Director ||Whole Time Director |
| || ||& Chief Executive Officer |
Annexure '2' to the Directors' Report
Information of employees as required under Sec. 217 (2A) of the Companies Act 1956read with the Companies (Particulars of Employees) Rules 1975 as amended:
|Sl ||Name of Employee ||Designation & Nature of duties ||Age ||Gross Remuneration (Rs. ) ||Qualification ||Experience in no. of years ||Last Employment ||Date of Employment |
|1. ||Cdr. S. K. Mutreja (Retd) ||Whole Time Director & CEO ||67 ||6300600/- ||B. E (Mech.) ||46 ||ABG Shipyard Ltd. ||17.07.2007 |
Note: The Whole Time Director & CEO looks after the day to day affairs of theCompany. His grossremuneration comprises of salary allowances Company's contribution toprovident fund & perquisites at actual. His employment is contractual. He holds 8500equity shares (0.0002% of the issued and paid up share capital) in the Company.