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Directors Report of Bharati Defence and Infrastructure Ltd.

Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, it gives me immense pleasure in presenting to you the 38th Annual Report on the working of the Company, together with the Audited Financial Statements of the Company for the year ended March 31, 2015.

1. FINANCIAL RESULTS:

The working of your Company for the year under review resulted in (Rs. in Lakhs)

Particulars Financial Year

2014-15 2013-14

Total Income 4372.78 20,300.92

Profit before Interest, Depreciation & Tax (64961.21) (46,459.96)

Less : Finance Cost 29480.50 51,184.26

Less : Depreciation 6227.02 4,939.92

Profit before Tax (100668.83) (1,02,584.14)

Less : Tax (14210.50) (18,310.71)

Profit / (Loss) after Tax 86458.24 (84,273.43)

Surplus brought forward (81312.12) 2,961.32

Amount available for appropriation (167770.36) (81,312.11)

APPROPRIATIONS (Section 134(3)(j) -- --

Transfer to Debenture Redemption Reserve -- --

Transfer to General Reserve (200.89) --

Dividend including Dividend Tax -- --

Shortfall in provision of Dividend and Dividend Tax for Last -- --

Year

Surplus carried forward (167971.25) (81,312.11)

Total Appropriations (167971.25) (81,312.11)

2. CAPITAL:

During the year under review Authorized Share Capital of the Company is Rs. 9900.00 Lakhs consisting of 99,000,000 Equity Shares of face value of Rs. 10/- each.

3. DIVIDEND:

In view of inadequate profits the directors do not recommend Dividend for the year under review. (Section 134(3) (k)

4. OPERATING RESULTS AND PROFITS:

During the year under review your Company has successfully delivered 4 vessels. During the year, turnover has reduced to Rs. 2,912.28 Lakhs in comparison to the previous year of Rs. 17,856.46 lakhs.. The Company has incurred net loss of Rs.86, 458.24 Lakhs as compared to Rs. 84,273.43 Lakhs in the previous year.

5. FINANCE:

As at the end of financial year, your Company has total Secured Long-term facilities of Rs.533705.25 Lakhs (Including Debentures and Term Loans). The Company has total Short term facilities of Rs.63667.43 Lakhs (including Secured Loans Short term borrowing of Rs.56554.89 lakhs and unsecured loans of Rs.7112.54 Lakhs).

6. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE:

During the year under report, the following companies are:

* SUBSIDIARIES

a) Advitiya Urja Private Ltd.

b) Dhanshree Properties Private Ltd.

c) Natural Power Ventures Private Ltd.

d) Nirupam Energy Projects Private Ltd.

e) Nishita Mercantile Private Ltd.

f) Pinky Shipyard Private Ltd.

g) Premila Mercantile Private Ltd.

h) Vishudh Urja Private Ltd.

i) Tebma Shipyard Limited

* JOINT VENTURE

Bengal Shipyard Limited a Joint Venture with the Company and Apeejay Shipping Limited has reported a loss of Rs. 19.07 Lakhs for the year under consideration and accumulated loss of Rs.14.66 Lakhs up to 31.03.2015(As per unaudited Financial Statement). Further a Sum of Rs.3, 162.35 Lakhs remitted towards advances.

* ASSOCIATE

Company holds 49.73% in Great offshore limited resulting to which it is classified as an Associate to the Company.

The financial of the subsidiaries, joint venture entities and associates of the Company have been considered in the consolidated Financial Statements of the Company and form part of this Annual report as required by the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and Rule 8(1) of the Companies (Accounts) Rules 2014.

However, the Company has availed general exemption, given by Central Government vide circular no 2/2011 dated February 08, 2011 from attaching the Annual Audited Accounts of the Subsidiary companies with its Annual Report. Accordingly the said documents have not been attached with the Balance sheet of the Company.

However, the Annual Accounts of the subsidiary companies and related detailed information will be made available to the members of the Company and its subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Registered Office of the Company.

7. DIRECTORS:

a) The Company, on the date of the report, has six directors. Out of these 3 are independent directors (including a woman director, one acting as occupier and two are Executive Directors. Pursuant to the provisions of section 149 of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

b) Ms Shakti Sharma (Woman Director) who was appointed as an Additional Director holds office up to the date of this AGM and the Company has received a Notice, recommending her candidature for appointment as the director of the Company.

c) During the year under report, Mr. V. P. Kamath and Mr. R. P. Singh, Directors resigned from the Board and the Board has kept on record, its appreciation of their guidance to the Company.

8. INFROMATION REGARDING SALARIES AND PRATICULARS OF EMPLOYEES

That information to be disclosed in the Board's Report, of a Listed Company, in compliance with the Rule No.5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given as an annexure to this Board Report.

9. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance Report and Management Discussion and Analysis Report forms an integral part of this Report and are set out as separate Annexure to this Report. That pursuant to provisions of Section 204(1) of the Companies Act,2013 read with Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, a Secretarial Audit Report in Form MR 3, for the year under report, from the Independent Practicing Company Secretary, for carrying out the Secretarial Audit of the Company's Compliance of Corporate Governance Conditions as stipulated under the provisions of the Companies Act,2013, Rules framed there under and Amended Clause 49 of the Listing Agreement, is annexed to this Board Report.

10. DISCLOSURES ABOUT CSR POLICY:

Pursuant to provisions of Section 134(3)(o) the relevant information has been disclosed in and as per Annexure to the Companies ( Corporate Social Responsibility Policy ) Rules 2014, a copy whereof is annexed hereto in compliance of the Rule 9 of the Companies (Accounts) Rules 2014.

11. AUDITORS:

M/s. M.V. Damania & Co., Chartered Accountants, the existing auditors hold office as Statutory Auditor till the ensuing Annual General Meeting as per the provisions of Companies Act, 2013. M V Damania & Co, Chartered Accountants has given consent for the appointment and also issued certificate to the effect that their appointment, if made, will be in accordance with the conditions prescribed under rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Directors have recommended to the Members, their appointment at the ensuing 38th Annual General Meeting. It is also informed by the Auditors, vide their letter dated 15th May 2015, that the name of their firm has been changed from M/s M.V.Damania & Co. to M/s Damania & Varaiya-Chartered Accountants.

12. CORPORATE DEBT RESTRUCTURING SCHEME

The Bharati Shipyard Limited ("company") has approached Corporate Debt Restructuring (CDR) cell through State Bank of India (SBI) Lead Banker of the consortium for the restructuring of its debts under CDR scheme in December 2011.

* Flash Report filed with CDR -EG on 16th December 2011

* The restructuring proposal has been sanctioned by CDR-EG with Cut of Date (COD) as 01-10-2011

* Letter of Approval (LOA) has been issued by CDR cell on 25th June, 2012 which is as above enclosed.

* Various Security Documents were executed under CDR Scheme.

* As per approved Scheme under CDR, Many Banks have not released the facilities, though Promoters have infused funds towards promoter's contribution as required in the CDR package Due to various technical and operational reasons the scheme could not go though and package could not be implemented. The Banks have entered into new proposal to revive the Company and opted for Stand by Letter of Credit (SBLC) and Advance payment Guarantee (APG) scheme , under which 10 Banks has given Sanction, which was also not released to the Company upto March 2014, because of which the Company Account has become Non Performing Account (NPA) in some of the Banks by June 2014, out of 23 Banks ,11 Banks have sold and assign their 60% of total debts / loans to Edelweiss Assets Reconstruction Company Limited (EARC) Mumbai. Currently we have 13 Banks / Financials Institutes Including EARC in our Debt.

* Presently we have exited on 20th August, 2014 from CDR System on account of failure of approved package. Day to day the financials management of the Company is being managed under the guidance of EARC.

13. FIXED DEPOSITS:

Pursuant to provisions of sub-rule 5(v) of Rule (8) the Companies (Accounts) Rules 2014, during the year under report, the Company, has not accepted nor renewed any deposits from public.

14. EXTRACTS OF ANNUAL RETURN:

Pursuant to provisions of Section 134(3)(a) read with provisions of Section 92(3) of the Companies Act,2013, and in compliance of the requirements of Rule 12(1) of the Companies ( management and Administration ) Rules 2014, Extracts of Annual Return in FORM MGT 9 are attached with this Report of the Board of Directors of the Company.

15. Details of Board Meetings :

Pursuant to provisions of Section 134(3)(b) of the Companies Act,2013, the relevant details are given in the Report on Corporate Governance forming part of this Board Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements for the year 2014-15, the Board of Directors reports that:

* In the preparation of the annual accounts, the applicable accounting standards read with requirements as set out under Schedule III to the Companies Act,2013, have been followed along with proper explanation relating to material departures;

* Accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at the end of the financial year and of the loss of the Company for the year ended March 31, 2015;

* Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* The annual accounts have been prepared on a going concern basis.

* That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

* That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

17. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to provisions of Section 134(3)(d) read with Section 149(7) of the Companies Act,2013, the Independent Directors have given declarations that they meet the criterion as set out under the provisions of Section 149(6) of the Companies Act,2013.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The information required to be given under the provisions of Section 134(3)(e) read with provisions of Section 178 (1) of the Companies Act,2013, is given as an annexure to this Board Report

19. AUDIT REPORT:

The Auditors have qualified their report (Standalone and Consolidated) on the annual accounts of the Company for the year ended March 31, 2015 at Point No's (a) to (j) of their Report.

That these qualifications are self explanatory and do not need further comments from the Board of Directors of the Company, under the provisions of Section 134(3) (f) of the Companies Act, 2013.

20. LOANS AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,2013:

That pursuant to the provisions of Section 134(3) (g) read with Section 186 of the Companies Act, 2013, no Loans, Guarantees or Investments have been made by the Company during the year under report.

21. RELATED PARTY TRANSACTIONS:

Pursuant to provisions of Section 134(3) (h) of the Companies Act, 2013, details as required to be given as per Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 have been given in Notes to the Accounts.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. as required to be given under the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8(3) (A), 3(B) an d 3(C) of the Companies (Accounts) Rules 2014 have been given in Annexure - A.

Foreign Exchange Earnings & Outgo: The Information on foreign exchange earnings and outgo is also disclosed in Annexure - A.

23. RISK MANAGEMENT POLICY:

Pursuant to provisions of Section 134(3)(n) of the Companies Act,2013 and provisions of Clause 49 of the Listing Agreement, the Board has developed and implemented a Risk Management Policy for the Company.

24. ANNUAL EVALUATION OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

The Board is formally evaluating performance of Directors and Board, Committees and individual directors, pursuant to the provisions of Section 134(3)(p) of the Companies Act,2013.

25. ISSUE OF EMPLOYEE STOCK OPTIONS:

During the year under report, the Company has not issued any options to the employees and hence there is no disclosure required to be made pursuant to Rule No.12 (9) of the Companies (Share Capital & Debentures) Rules 2014.

26. REGISTRATION WITH BIFR:

The Company's Reference No3(B-4)/BC/2015,was heard by BIFR on 13/07/2015 and the Company has been registered with BIFR as a Sick Industrial Company under the provisions of Sick Industrial Companies (Special Provisions) Act 1985 under Case No 06/2015.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. TRANFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 125 of Companies Act 2013, the necessary amount has been transferred to the credit of fund.

29. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Company has Appointed Mrs. Rekha Ambawat, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as MR-3, which forms a part of the Annual Report.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Certain creditors of the Company had filed Winding up petitions before the Honorable High Court Mumbai. The Company signed consent terms with these creditors and is making the payments accordingly. There are no other significant material orders passed by the regulators/Courts which would impact the going concern status of the Company and its future operations.

31. ESTABILSMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism in place. Any employee having any complaint is free to approach the Chairman of Audit Committee wit his/her grievances. During the year under report no such complaints have been received.

32. WIND POWER PROJECT

As reported in the last year's Directors Report the noncore Assets of this division have been transferred to M/s Ghatge Patil Industries Limited, during the year under report as a part of CDR scheme.

33. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate Internal control System and procedures in place and they are effectively working. However with a view to have more better controls, the Company continuously reviews and updates these controls and procedures.

34. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks & financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year's performance.

Your Directors are thankful to the shareholders for their faith and continued support in the endeavors of the Company.

For and on behalf of the Board

Date: 30th May, 2015 Place: Mumbai (Managing Director)




Mar 31, 2014

TO THE MEMBERS OF BHARATI SHIPYARD LIMITED

The Directors have pleasure in presenting the 37th Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS:

The working of your Company for the year under review resulted in

(Rs. in lakhs)

Financial Year Particulars 2013-14 2012-13

Total Income 20,300.92 51,319.32

Profit before Finance Cost, Depreciation & Tax (46,459.96) (4,577.85)

Less : Finance Cost 51,184.26 44,713.25

Less : Depreciation 4,939.92 4,684.43

Profit before Tax (102,584.14) (53,975.53)

Less : Tax (18,310.71) (4,748.17)

Profit / (Loss) after Tax (84,273.43) (49,227.34)

Surplus brought forward 2,961.32 52,188.66

Amount available for appropriation (81,312.11) 2,961.32

APPROPRIATIONS

Transfer to Debenture Redemption Reserve - -

Transfer to General Reserve - -

Dividend including Dividend Tax - -

Shortfall in provision of Dividend and Dividend Tax for Last Year - -

Surplus carried forward (81,312.11) 2,961.32

Total Appropriations (81,312.11) 2,961.32

2. CAPITAL:

During the year under review Authorised Share Capital of the Company is Rs. 9,900.00 Lakhs consisting of 99,000,000 Equity Shares of face value of Rs. 10/- each. The Issued, Subscribed & Paid up Share Capital of the Company has increased from 38,452,340 shares to 50,298,942 shares of face value of Rs 10/- each fully paid up. During the year Company has issued 11,846,602 equity shares at Rs 79.12/- (face value Rs 10/-each) fully paid up on conversion of convertible 11,846,602 warrants issued to Promoter group vide resolution dated 18th September, 2012 passed through postal ballot.

3. DIVIDEND:

In view of inadequate profits the directors do not recommend Dividend for the year under review.

4. OPERATING RESULTS AND PROFITS:

During the year under review, your Company has successfully delivered 2 vessels during the year. Your Company has posted turnover of Rs. 17,856.46 Lakhs (including revenue of Rs. 1,170.36 lakhs from Windmill operations), as compared to Rs. 49,091.92 Lakhs (including revenue of Rs. 1,152.90 lakhs from Windmill operations) in the previous financial year. The Company''s Profit /(Loss) before Interest, Depreciation and Tax stands at Rs (46,459.96) lakhs compared to Rs. (4,577.85) lakhs in previous year. The Company has incurred Net Loss after tax for the year of Rs. (84,273.43) lakhs as compared to Net Loss after tax of Rs. (49,227.34) lakhs in the previous year.

5. FINANCE:

As at the end of financial year, your Company has total Secured Long-term facilities of Rs. 397,198.31 Lakhs (Including Debentures and Term Loans). The Company has total Short term facilities of Rs.128,294.60 Lakhs (including Secured borrowings of Rs. 121,193.06 lakhs and unsecured loans of Rs. 7,101.54 Lakhs).

6. WIND POWER PROJECT:

Your Company has put up a Wind Farm, consisting of 14 Wind Energy Generators with a total capacity of 15 MW at Village Brahmanvel, Taluka Sakri, District Dhule, Maharashtra. The project has generated revenue of Rs. 1,170.36 Lakhs during the year under report. It has become mandatory for the Company to appoint a Cost Auditor w-e-f 1st April, 2011 for Wind Power division. Hence the company has appointed to appoint Mr. S.C. Mawalankar as the Cost Auditor for the above Project for F.Y.2013-14. Further, the Company has entered into Business Transfer Agreement on 18th March 2014 to sale the Wind Power Project as a part of implementation of CDR-Scheme.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE:

During the year under report, the following companies are:

- SUBSIDIARIES

a) Advitiya Urja Pvt. Ltd.

b) Dhanshree Properties Pvt. Ltd.

c) Natural Power Ventures Pvt. Ltd.

d) Nirupam Energy Projects Pvt. Ltd.

e) Nishita Mercantile Pvt. Ltd.

f) Pinky Shipyard Ltd.

g) Premila Mercantile Pvt. Ltd. h) Vishudh Urja Pvt. Ltd.

i) Tebma Shipyard Limited

- TEBMA SHIPYARD LIMITED OPEN OFFER:

Your company as acting in concert with its subsidiary company namely Nirupam Energy Projects Pvt. Ltd. acquired shares of M/s Tebma Shipyard Limited through open offer. The total acquisition is 21,56,198 equity shares i.e. 2.79% (Aggregating to 53.79% of Tebma Shipyard Ltd''s capital). During current financial year Tebma Shipyard Limited has achieved turnover of Rs.29,219.20 lakhs and net loss of Rs 6,669.33 lakhs (as compared to turnover of |Rs. 37,105.48 lakhs and net profit of Rs.39.80 lakhs during previous year).

- JOINT VENTURE

Bengal Shipyard Limited a Joint Venture with the Company and Apeejay Shipping Limited has reported a loss of Rs. 17.24 Lakhs for the year under consideration and accumulated profit of Rs.4.041 Lakhs up to 31.03.2014. Further a Sum of Rs.3,162.34 Lakhs remitted towards advances.

- ASSOCIATE

Company holds 49.73% in GOL offshore limited resulting to which it is classified as an Associate to the Company.

The financial of the subsidiaries, joint venture entities and associates of the Company have been considered in the consolidated Financial Statements of the Company and form part of this Annual report as required by the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

However, the Company has availed general exemption, given by Central Government vide circular no 2/2011 dated February 08, 2011 from attaching the Annual Audited Accounts of the Subsidiary companies with its Annual Report. Accordingly the said documents have not been attached with the Balance sheet of the Company.

However, the Annual Accounts of the subsidiary companies and related detailed information will be made available to the members of the Company and its subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Registered Office of the Company.

8. DIRECTORS:

The Company, at the date of the report, has Five directors. Out of these two are independent directors, one acting as occupier and two are Executive Directors. Pursuant to the provisions of section 149 of the Companies Act, 2013, the independent directors are now not liable to retire by rotation. However, Section 152 of the Companies Act, 2013 also prescribes that 2/3rd of the total number of directors (excluding the independent directors) shall be liable to retire by rotation and out of these at least 1/3rd shall retire at every Annual General Meeting.

In compliance of the provisions of the said section 152 of the Companies Act, 2013, Company''s Executive Directors are now liable to retire by rotation as the Directors. By an agreement between the Executive Directors it has been decided that Shri P C Kapoor will retire by rotation as the Director at the ensuing Annual General Meeting. Shri P C Kapoor, being eligible, has offered himself for re-appointment as the Director of the Company.

Shri Ramachandran Jayaseelan was appointed as an Additional Director pursuant to the provision of Section 161 of the Companies Act, 2013, holds office till the ensuing Annual General Meeting. Resolution proposing the appointment of Shri Ramchandran Jayseelan to be appointed as a Director for the Company in charge of all the yards as Occupier of the Company has been included in notice of the ensuing Annual General Meeting, for the approval of shareholders.

Shri V. Chandrasekaran and Shri A.R. Murlidharan were appointed as an Additional Directors pursuant to the provision of Section 161 of the Companies Act, 2013, holds office till the ensuing Annual General Meeting. Resolutions proposing the appointment of Shri V. Chandrasekaran and Shri A.R. Murlidharan to be appointed as a Independent Directors for the Company have been included in notice of the ensuing Annual General Meeting, for the approval of shareholders.

Shri B. L. Patwardhan (State Bank of India nominee) ceased to be the Director w.e.f. June 01 , 2013, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri B. L. Patwardhan during his tenure as the Director of the Company.

Shri R. P. Singh (State Bank of India nominee) ceased to be the Director w.e.f. July 09, 2014, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri R. P. Singh during his tenure as the Director of the Company.

Shri V. P. Kamath ceased to be the Director w.e.f. September 01, 2014, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri V. P. Kamath during his tenure as the Director of the Company.

9. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS:

Corporate Governance Report and Management Discussion and Analysis Report forms an integral part of this Report and are set out as separate Annexure to this Report. The Certificate of the Independent Practicing Chartered Accountant, certifying Corporate Governance Report in compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement is annexed with the Corporate Governance Report.

10. CORPORATE DEBT RESTRUCTURING SCHEME

The Company, Bharati Shipyard Limited has been in business and dealing with Public Sector Banks for 39 years without any major default in meeting its obligations. However, recently the company is facing liquidity crunch and has been unable to meet its obligations due to the following main reasons i. The recession in Europe has led to a chain of events that have been unfavorable to the Company mainly due to the reason that a majority of its customers (about 70%) are European. ii. The recession has made the respective Bankers relook into their lending policies to our customers. This is especially in view of the new stringent capital adequacy norms set by the European Union. iii. These factors have had a direct adverse impact on the borrowing capabilities of our customers thereby deferring/ delaying our stage payments. iv. Additionally, ours is a capital intensive industry with enormous amount of funds required towards development of ship building yards. v. In the recent past, the Company has undertaken construction of two Greenfield yards, viz Dabhol and Mangalore.

Both these yards are partially operational and yet their contribution to the Company''s revenue is significant. The Jack up Drilling Rig is being constructed at Dabhol while various orders of large offshore vessels awarded to the shipyard are being executed at Mangalore. vi. Upon optimum utilization of both these Greenfield yards, in the coming year, both these yards would not just compensate its costs, but also make earnings much higher than its costs incurred. vii. There is a temporary mismatch between the amount spent by the Company for the Greenfield yards and the receipt of return from them. This has acted as a catalyst to the persisting problem of global recession. viii. The rise of the domestic interest rates has also adversely impacted the net profits of the Company.

Due to the said reasons, the case of the Company has been referred to the CDR Cell on 16th December, 2011 (being "the reference date"). The Company has appointed SBI Capital Markets Ltd. and IDBI Capital Market Services Ltd. as its Financial Advisors for the CDR process.

The Master Restructuring Agreement being the fundamental legal document for the process of implementation of the scheme was executed in September, 2012. Some of the salient features of the scheme were as follows:

a) Granting a moratorium period of 18 months from the cut-off Date of 1st October, 2011.

b) Rescheduling the repayment schedule of the term debt and extending it over a period of 10 years from the cut off date.

c) Funding of interest accruing on term debt during such moratorium period.

d) Conversion of 10% of the outstanding term debt into 1% Compulsorily Convertible Debentures.

e) Concessional Interest rates on all the loan facilities.

f) Conversion of certain devolved Letters of Credit and Bank Guarantees into Working Capital Term Loan repayable in installments.

g) Granting of a two new loan facilities for facilitating the Company in completion of its Yard and Vessel Construction activity.

h) Promoters to infuse into the Company 15% of the amount sacrificed by the Banks and 25% of the new loan facilities as margin money in the form of equity.

The process of the restructuring was initiated by referring the case to the CDR Cell in Dec''11 and was envisaged to be completed in form and in substance by March''12. Since the time schedule as envisaged could not be adhered to, a need was felt to suitably modify the scheme to make up for the loss of time which had in turn delayed the Company''s process of revival and resulted into loss of revenues and profits.

Accordingly, the revised agreement was formally adopted in February, 2013. Some of the salient features of the review were as follows:

i) Granting a moratorium period till June''12 for facilities other than term debt. j) Funding of interest accruing on certain facilities other than term debt till June''12. k) Immediate release of funds to the Company via new loan facilities as envisaged in the original scheme. l) Besides the same, to extend fresh fund based Working Capital to the Company by carving out a limited amount of its unutilised Non Fund Based Limits of Bank Guarantees and Letters of Credit.

Till the time of finalising the accounts, the revised scheme has yet to be completely implemented in substance. The significance of such an action for finalisation of accounts has been discussed in Note no. 30 of Notes to Financial Statments.

11. HUMAN RESOURCES:

During the year 2013-14, the focus of the organisation was on consolidation, improvement and reorganisation to meet the prevailing challenges. There were significant initiatives in reducing the costs. There has been Manpower optimisation in all the yards and corporate offices. In addition concerned effort was put in place for reducing administrative costs right across the organisation.

While there was an emphasis on the cost side, talent acquisition initiatives were also carried out to fill up specific positions, which were functional necessities arising out of the business development.

12. RESEARCH AND DEVELOPMENT:

The Company is in continuous process of Research and development through in-house design team sources in the area of design and fabrication. In design we have upgraded our skills and are successfully building two LNG Propelled vessels with intrinsically safe engine room for the first time with the assistance of Rolls Royce and our own design team. We have also designed vessels with "CLEAN" notation and highest level of dynamic positioning.

13. AUDIT REPORT:

The Auditors have qualified their report (Standalone and Consolidated) on the annual accounts of the Company for the year ended March 31, 2014 stating that

i. The Management has not written off the Work in Progress in the accounts for the year ending March 31, 2014 considering the report of the Independent Chartered Engineer. (Refer to Note no.31 to the standalone accounts and Note no. 34 to the consolidated accounts for detailed clarification)

ii. The Company has created deferred tax asset on its Accumulated Losses (including unabsorbed depreciation) and on the unpaid interest (including Funded Interest Term Loans), considering the huge accumulated losses and the present scenario of the Company''s business, there is no certainty that the company would have sufficient future taxable income to justify the creation of Deferred Tax Asset. (Refer to Note no.32 to the standalone accounts and Note no. 35 to the consolidated accounts for detailed clarification)

iii. The Company has not made any provision in its financial statements in respect of bank guarantees invoked, interest paid by the bank to the Customers on such invoked bank guarantees and foreign exchange variation on such bank guarantee payments. (Refer to Note no.33 to the standalone accounts and Note no. 36 to the consolidated accounts for detailed clarification)

iv. The company''s receivables include Subsidy receivable from the Government of India. The receipt of the aforesaid Subsidy is dependent upon completion of vessels and compliance with other terms and conditions of the Shipbuilding Subsidy Scheme of the Government of India. In view of the uncertainty involved as mentioned above, auditors qualified their audit report. (Refer to Note no.34 to the standalone accounts and Note no. 37 to the consolidated accounts for detailed clarification)

The Auditors have also made an observation in their report (Standalone and Consolidated) regarding the going concern assumption, in the section on emphasis of the matter. Note no. 30 to the standalone accounts and Note no. 33 to the consolidated accounts, in this regard, for detailed clarification.

14. AUDITORS:

M/s. DPH & Company, Chartered Accountants- Statutory Auditor, has requested the board, due to their professionally pre occupancy, not to be re-appointed as the Auditor of the company. Hence, pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, upon the recommendation of the Audit Committee, recommend the appointment of M V Damania & Co,Chartered Accountants, as statutory auditors of the Company at the 37th Annual General Meeting and to hold office from conclusion of the said Meeting till conclusion of the next Annual General Meeting.

M V Damania & Co,Chartered Accountants has given consent for the appointment and also issued certificate to the effect that their appointment, if made, will be in accordance with the conditions prescribed under rule 4 of the Companies (Audit and Auditors) Rules, 2014.

15. PUBLIC DEPOSITS:

The Company, during the year under review, has not accepted nor renewed any deposits from public.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of Energy, Technology Absorption etc. as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are disclosed in Annexure - A.

Foreign Exchange Earnings & Outgo: The Information on foreign exchange earnings and outgo are disclosed in Annexure - A.

17. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are required to be provided as an annexure to the Directors'' Report. However, having regard to the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Office of the Company.

18. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2013-14, the Board of Directors reports that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at the end of the financial year and of the loss of the Company for the year ended March 31, 2014 ;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

19. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks & financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year''s performance.

For and on behalf of the Board

Date: September 08, 2014 Place: Mumbai (Managing Director)


Mar 31, 2013

TO THE MEMBERS OF BHARATI SHIPYARD LIMITED

The Directors have pleasure in presenting the 36th Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2013.

1. financial RESULTS:

The working of your Company for the year under review resulted in:

Particulars Financial Year

2012 - 13 2011 - 12

Total Income 50,614.59 140,603.27

Profit before Interest, Depreciation & Tax (5,277.15) 48,186.98

Less : Interest 44,013.94 49,048.59

Less : Depreciation 4,684.43 3,997.03

Profit before Tax (53,975.52) (4,858.64)

Less : Tax (4,748.17) (5,453.68)

Profit / (Loss) after Tax (49,227.34) 595.04

Surplus brought forward 52,188.66 51,641.85

Amount available for appropriation 2,961.32 52,236.88

Appropriations - -

Transfer to Debenture Redemption Reserve - -

Transfer to General Reserve - -

Dividend including Dividend Tax - -

Shortfall in provision of Dividend and Dividend Tax for Last Year - 48.22

Surplus carried forward 2,961.32 52,188.66

Total Appropriations 2,961.32 52,236.88

2. CAPITAL:

During the year under review Authorized Share Capital of the Company has been increased to Rs. 9,900.00 Lakhs consisting of 9,90,00,000 Equity Shares of face value of Rs. 10/- each from Rs. 5,000.00 Lakhs consisting of 5,00,00,000 Equity Shares of face value of Rs. 10/- each. The Issued, Subscribed & Paid up Share Capital of the Company has increased from 3,16,87,764 shares to 3,84,52,340 shares of face value of Rs 10/- each fully paid up. During the year Company has issued 67,64,576 equity shares at Rs 79.12/- (face value Rs 10/-each) fully paid up on conversion of convertible 67,64,576 warrants issued vide resolution dated 18th September, 2012 passed through postal ballot.

3. DIVIDEND:

In view of inadequate profits the directors do not recommend Dividend for the year under review.

4. OPERATING RESULTS AND PROFITS:

During the year under review, your Company has successfully delivered 6 vessels. Your Company has posted turnover of Rs. 49,091.92 Lakhs, decrease of about 55.47% as compared to Rs. 1,10,239.56 Lakhs in the previous financial year. Your Company''s EBIDTA (excluding subsidy) stands at Rs. (5,277.15) lakhs compared to Rs. 18,745.09lakhs in previous year. The Company has incurred Net Loss after tax for the year of Rs. 49,227.35 lakhs as compared to Net Profit after tax of Rs. 595.04 lakhs in the previous year.

5. FINANCE:

As at the end of financial year, your Company has total Secured Long-term facilities of Rs. 4,18,415.20 Lakhs Debentures and Term Loan. The Company has total Short term facilities of Rs.93,224.66 Lakhs including Secured Cash Credit facilities of Rs.79,093.35 lakhs and unsecured loans of Rs.14,131.31 Lakhs.

6. WIND POWER PROJECT:

Your Company has put up a Wind Farm, consisting of 14 Wind Energy Generators with a total capacity of 15 MW at Village Brahmanvel, Taluka Sakri, District Dhule, Maharashtra. The project has generated revenue of Rs. 1,152.90 Lakhs during the year under report. It has become mandatory for the Company to appoint a Cost Auditor w-e-f 1st April, 2011 for Wind Power division. Hence the company has appointed to appoint Mr. S.C. Mawalankar as the Cost Auditor for the above Project for F.Y.2013-14.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE:

During the year under report, the following companies are:

- SUBSIDIARIES

a) Advitiya Urja Pvt. Ltd.

b) Dhanshree Properties Pvt. Ltd.

c) Natural Power Ventures Pvt. Ltd.

d) Nirupam Energy Projects Pvt. Ltd.

e) Nishita Mercantile Pvt. Ltd.

f) Pinky Shipyard Pvt. Ltd.

g) Premila Mercantile Pvt. Ltd.

h) Vishudh Urja Pvt. Ltd.

i) Tebma Shipyard Limited

TEBMA SHIPYARD LIMITED OPEN OFFER:

During the financial year 2011-12 your company acting in concert with its subsidiary company namely Nirupam Energy Projects Pvt. Ltd. acquired shares of M/s Tebma Shipyard Limited through open offer. The total acquisition is 21,56,198 equity shares i.e. 2.79% (Aggregating to 53.78% of Tebma Shipyard Ltd''s capital).

- JOINT VENTURE

Bengal Shipyard Limited a Joint Venture with the Company and Apeejay Shipping Limited has reported a profit of Rs. 0.29 Lakhs for the year under consideration and accumulated profit of Rs.39.02 Lakhs up to 31.03.2013. Further a Sum of Rs.3456.65 Lakhs remitted towards share capital is shown under loans and advances pending allotment of Shares.

- ASSOCIATE

Company acting in concert with its subsidiary companies namely Natural Power Ventures Pvt. Ltd. and Dhanshree Properties Pvt. Ltd., holds 49.73% in GOL Offshore Limited resulting to which it is Classified as an Associate to the Company.

- The financial of the subsidiaries, joint venture entities and associates of the Company have been considered in the consolidated Financial Statements of the Company and form part of this Annual report as required by the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

- However, the Company has availed general exemption, given by Central Government vide circular no 2/2011 dated February 08, 2011 from attaching the Annual Audited Accounts of the Subsidiary companies with its Annual Report. Accordingly the said documents have not been attached with the Balancesheet of the Company.

- However, the Annual Accounts of the subsidiary companies and related detailed information will be made available to the members of the Company and its subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Registered Office of the Company.

8. DIRECTORS:

In accordance with the provisions of The Companies Act, 1956 and Company''s Articles of Association, Mr. V. P. Kamath, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. V. P. Kamath - Director, is also representing the Company on the Board of directors of following subsidiary companies:

a) Pinky Shipyard Private Limited

b) Natural Power Ventures Pvt. Ltd.

c) Dhanshree Properties Pvt. Ltd.

d) Nirupam Energy Projects Pvt. Ltd.

9. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

The Corporate Governance and Management Discussion and Analysis Report forms an integral part of this Report and are set out as separate Annexure to this Report. The Certificate of the Independent Company Secretary certifying compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is annexed with the report on Corporate Governance.

10. CORPORATE DEBT RESTRUCTURING ("CDR") SCHEME

The Company, Bharati Shipyard Limited has been in business and dealing with Public Sector Banks for 39 years without any major default in meeting its obligations. However, recently the company is facing liquidity crunch and has been unable to meet its obligations due to the following main reasons

i. The recession in Europe has led to a chain of events that have been unfavorable to the Company mainly due to the reason that a majority of its customers (about 70%) are European.

ii. The recession has made the respective Bankers relook into their lending policies to our customers. This is especially in view of the new stringent capital adequacy norms set by the European Union.

iii. These factors have had a direct adverse impact on the borrowing capabilities of our customers thereby deferring/ delaying our stage payments.

iv. Additionally, ours is a capital intensive industry with enormous amount of funds required towards development of ship building yards.

v. In the recent past, the Company has undertaken construction of two Greenfield yards, viz Dabhol and Mangalore. Both these yards are partially operational and yet their contribution to the Company''s revenue is significant. The Jack up Drilling Rig was being constructed at Dabhol while various orders of large offshore vessels awarded to the shipyard are being executed at Mangalore.

vi. Upon optimum utilization of both these Greenfield yards, in the coming year, both these yards would not just compensate its costs, but also make earnings much higher than its costs incurred.

vii. There is a temporary mismatch between the amount spent by the Company for the Greenfield yards and the receipt of return from them. This has acted as a catalyst to the persisting problem of global recession.

viii. The rise of the domestic interest rates has also adversely impacted the net profits of the Company.

Due to the said reasons, the case of the Company has been referred to the CDR Cell on 16th December, 2011 (being "the reference date"). The Company has appointed SBI Capital Markets Ltd. and IDBI Capital Market Services Ltd. as its Financial Advisors for the CDR process.

The Master Restructuring Agreement being the fundamental legal document for the process of implementation of the scheme was executed in September, 2012. Some of the salient features of the scheme were as follows:

a) Granting a moratorium period of 18 months from the cut-off Date of 1st October, 2011.

b) Rescheduling the repayment schedule of the term debt and extending it over a period of 10 years from the cut off date.

c) Funding of interest accruing on term debt during such moratorium period.

d) Conversion of 10% of the outstanding term debt into 1% Compulsorily Convertible Debentures.

e) Concessional Interest rates on all the loan facilities.

f) Conversion of certain devolved Letters of Credit and Bank Guarantees into Working Capital Term Loan repayable in installments.

g) Granting of a two new loan facilities for facilitating the Company in completion of its Yard and Vessel Construction activity.

h) Promoters to infuse into the Company 15% of the amount sacrificed by the Banks and 25% of the new loan facilities as margin money in the form of equity.

The process of the restructuring was initiated by referring the case to the CDR Cell in Dec''11 and was envisaged to be completed in form and in substance by March''12. Since the time schedule as envisaged could not be adhered to, a need was felt to suitably modify the scheme to make up for the loss of time which had in turn delayed the Company''s process of revival and resulted into loss of revenues and profits.

Accordingly, the revised agreement was formally adopted in February, 2013. Some of the salient features of the review were as follows:

i) Granting a moratorium period till June''12 for facilities other than term debt.

j) Funding of interest accruing on certain facilities other than term debt till June''12. k) Immediate release of funds to the Company via new loan facilties as envisaged in the original scheme.

l) Besides the same, to extend fresh fund based Working Capital to the Company by carving out a limited amount of its unutilized Non Fund Based Limits of Bank Guarantees and Letters of Credit.

Till the time of finalizing the accounts, the revised scheme has yet to be completely implemented in substance. The significance of such an action for finalization of accounts has been previously discussed in Point 1(a) Basis of Preparation forming part of notes to financial statements.

11. HUMAN RESOURCES:

During the year 2012-13, the focus of the organization was on consolidation, improvement and reorganization to meet the prevailing challenges. There were significant initiatives in reducing the costs. There has been Manpower optimization in all the yards and corporate offices. In addition concerned effort was put in place for reducing administrative costs right across the organization.

While there was an emphasis on the cost side, talent acquisition initiatives were also carried out to fill up specific positions, which were functional necessities arising out of the business development.

12. RESEARCH AND DEVELOPMENT:

The Company is in continuous process of Research and development through in-house design team sources in the area of design and fabrication. In design we have upgraded our skills and are successfully building two LNG Propelled vessels with intrinsically safe engine room for the first time with the assistance of Rolls Royce and our own design team. We have also designed vessels with "CLEAN" notation and highest level of dynamic positioning.

13. AUDITORS:

It is proposed to appoint M/s DPH & Co, Chartered Accountants, as Statutory Auditor at the 36th Annual General Meeting and to hold office from conclusion of the said Meeting till conclusion of the next Annual General Meeting. The Company has received the necessary certificate from the Auditor pursuant to Section 224 (1-B) of the Companies Act, 1956 regarding their eligibility for re-appointment. Accordingly, approval of members to the appointment of M/s DPH & Co., Chartered Accountants, Mumbai as Auditor of the Company is being sought at the ensuing Annual General Meeting.

14. FIXED DEPOSITS:

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of Energy, Technology Absorption etc. as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are disclosed in Annexure - A.

Foreign Exchange Earnings & Outgo: The Information on foreign exchange earnings and outgo are disclosed in Annexure -A.

16. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are required to be provided as an annexure to the Directors'' Report. However, having regard to the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Office of the Company.

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2012-13, the Board of Directors reports that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at the end of the financial year and of the Profit / Loss of the Company for the year ended March 31, 2013 ;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

18. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks & financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year''s performance.

For and on behalf of the Board

Date: 30th May, 2013 [Managing Director]

Place: Mumbai


Mar 31, 2012

TO THE MEMBERS OF BHARATI SHIPYARD LIMITED

The Directors have pleasure in presenting the 35th Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

The working of your Company for the year under review resulted in:

(Rs. in Lakhs)

Particulars Financial Year 2011 - 2012 2010 - 2011

Total Income 140,603.27 158,134.49

Profit before Interest, Depreciation & Tax 48,186.98 46,732.40

Less : Interest 49,048.59 26,632.63

Less : Depreciation 3,997.03 2,150.77

Profit before Tax (4,858.64) 17,949.00

Less : Tax (5,453.68) 6603.80

Profit after Tax 595.04 11,345.20

Surplus brought forward 51,641.85 43,741.47

Amount available for appropriation 52,236.89 55,086.67

APPROPRIATIONS -- --

Transfer to Debenture Redemption Reserve -- 1,250.00

Transfer to General Reserve -- 1,134.52

Dividend including Dividend Tax -- 1,060.30

Shortfall in provision of Dividend Tax for Last Year 48.22 --

Surplus carried forward 52,188.66 51,641.85

Total Appropriations 52,236.89 55,086.67

2. CAPITAL:

During the year under review Authorized Share Capital of the Company remained unchanged to Rs. 5,000.00 Lakhs consisting of 5,00,00,000 Equity Shares face value of Rs. 10/- each. The Issued, Subscribed & Paid up Share Capital of the Company has increased from 3,03,09,300 shares to 3,16,87,764 shares of face value of Rs 10/- each fully paid up. During the year Company has issued 13,78,464 equity share at Rs 200/- (face value Rs 10/-each) fully paid up on conversion of convertible 13,78,464 warrants Tranche - 2 issued vide resolution dated 29th September, 2009 passed at EGM.

3. DIVIDEND:

In view of the inadequate profits the directors do not recommend Dividend for the year under review.

4. OPERATING RESULTS AND PROFITS:

During the year under review, your Company has successfully delivered 4 vessels and launched the state of art Jack up Drill rig in May, 2012. Your Company has posted turnover of Rs. 1,10,324.95 Lakhs decrease of about 19.37% as compared to Rs. 1,36,822.69 Lakhs in the previous financial year. Your Company's EBIDTA (excluding subsidy) stands at Rs. 18,745.08 Lakhs has compare to Rs. 25,654.23 Lakhs in Previous Year. The net profit after tax for the year decreased to Rs. 595.04 Lakhs as against Rs. 11,345.19 Lakhs in the previous year.

5. FINANCE:

As at the end of financial year, your Company has total Secured Loans of Rs. 2,37,011.03 Lakhs comprising of Debentures worth Rs. 9,000 Lakhs, Cash and Export Credit Facility worth Rs. 98,161.40 Lakhs and Term Loan worth Rs.1,29,849.63 Lakhs. The Company has outstanding unsecured loans at the end of financial year of Rs. 1,49,223.79 Lakhs.

6. WIND POWER PROJECT:

Your Company has put up a Wind Farm, consisting of 14 Wind Energy Generators with a total capacity of 15 MW at Village Brahmanvel, Taluka Sakri, District Dhule, Maharashtra. The project has generated revenue of Rs. 1028.68 Lakhs during the year under report.

7. SUBSIDIARY:

During the year under report, the following companies are subsidiaries of your company:

a) Advitiya Urja Pvt. Ltd.

b) Dhanshree Properties Pvt. Ltd.

c) Natural Power Ventures Pvt. Ltd.

d) Nirupam Energy Projects Pvt. Ltd.

e) Nishita Mercantile Pvt. Ltd.

f) Pinky Shipyard Pvt. Ltd.

g) Premila Mercantile Pvt. Ltd.

h) Vishudh Urja Pvt. Ltd.

i) Tebma Shipyards Limited

The Company has availed general exemption, given by Central Government vide circular no 2/2011 dated February 08, 2011 from attaching the Annual Audited Accounts of the Subsidiary companies with its Annual Report.

8. TEBMA SHIPYARDS LIMITED OPEN OFFER:

During the year under report your company acting in concert with its subsidiary company namely Nirupam Energy Projects Pvt. Ltd. acquired shares of M/s Tebma Shipyards Limited through open offer. The total acquisition is 21,56,198 equity shares i.e. 2.79% (Aggregating to 53.78% of Tebma Shipyards Ltd's capital).

9. DIRECTORS:

In accordance with the provisions of The Companies Act, 1956 and Company's Articles of Association, Mr. V. P. Kamath, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Mr. V. P. Kamath - Director, is also representing the Company on the Board of directors of following subsidiary companies:

a) Pinky Shipyard Pvt. Ltd.

b) Natural Power Ventures Pvt. Ltd.

c) Dhanshree Properties Pvt. Ltd.

d) Nirupam Energy Projects Pvt. Ltd.

10. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

The Corporate Governance and Management Discussion and Analysis Report forms an integral part of this Report and are set out as separate Annexure to this Report. The Certificate of the Independent Company Secretary certifying compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is annexed with the report on Corporate Governance.

11. CORPORATE RESTRUCTURING SCHEME

The Company, Bharati Shipyard Limited has been in business and dealing with Public Sector Banks for 39 years without a single default in meeting its obligations. However, recently the company is facing liquidity crunch and has been unable to meet its obligations due to the following main reasons

i. The recession in Europe has led to a chain of events that have been unfavorable to the Company mainly due to the reason that a majority of its customers (about 70%) are European.

ii. The recession has made the respective Bankers relook into their lending policies to our customers. This is especially in view of the new stringent capital adequacy norms set by the European Union.

iii. These factors have had a direct adverse impact on the borrowing capabilities of our customers thereby deferring/delaying our stage payments.

iv. Additionally, ours is a capital intensive industry with enormous amount of funds required towards development of ship building yards.

v. In the recent past, the Company has undertaken construction of two Greenfield yards, viz Dabhol and Mangalore. Both these yards are partially operational and yet their contribution to the Company's revenue is significant. The Jack up Drilling Rig is being constructed at Dabhol while various orders of large offshore vessels awarded to the shipyard are being executed at Mangalore.

vi. Upon optimum utilization of both these Greenfield yards, in the coming year, both these yards would not just compensate its costs, but also make earnings much higher than its costs incurred.

vii. There is a temporary mismatch between the amount spent by the Company for the Greenfield yards and the receipt of return from them. This has acted as a catalyst to the persisting problem of global recession.

viii. The rise of the domestic interest rates has also adversely impacted the net profits of the Company.

Due to the said reasons, the case of the Company has been referred to the CDR Cell on 16th December, 2011 (being "the reference date"). The Company has appointed SBI Capital Markets Ltd. and IDBI Capital Market Services Ltd. as its Financial Advisors for the CDR process.

Post reference, the CDR EG (Corporate Debt Restructuring Empowered Group) admitted the proposal of the Company for restructuring in its meeting held on 30th January, 20121.

As per the final restructuring proposal, the Company has a Total Exposure of ~Rs.5860 crores (Fund is ~Rs. 3,243 crores and Non Fund Based is ~Rs. 2,617 crores) as on 1st October, 2011 (being "the Cut-off Date").

This exposure comprises of various facilities taken from 29 lenders, 25 of whom are signatories to the CDR mechanism.

The major terms of restructuring agreed upon are as follows:

1. Out of total term loans of Rs. 2,283.4 crores, 10% of the same amounting to Rs. 228.34 crores would be converted into Compulsorily Convertible Debentures. The balance 90% of Rs. 2,055.06 shall continue to be in the nature of term loans with a door to door tenure of 10 years from the Cut Off Date (COD) of 1st October, 2011 including moratorium period of 18 months. The repayment would be made in 34 structured quarterly installments.

2. The CCDs having a coupon rate of 1% p.a. would be converted into equity shares at the price as per the SEBI pricing formula.

3. The interest accruing at a concessional rate on the term loans of Rs. 2,055.06 crores during the moratorium period would be converted into a Funded Interest Term Loan repayable in 12 structured quarterly installments starting from Q1 of FY 2013-14.

4. Overdue principle as on COD of Rs. 114. 03 crores would be converted into a Working Capital Term Loan payable in 12 structured quarterly installments starting from Q1 of FY 2013-14.

5. Similarly overdue interest as on COD on term loans and Rs. 3.36 crores would be converted into Funded Interest Term Loan repayable in 8 equal quarterly installments starting from Q1 of FY 2013-14.

6. LCs devolving till June, 2012 to the extent of Rs. 559.46 crores would be converted into a Working Capital Term Loan repayable in 24 structured quarterly installments over a period of 6 years starting from Q1 of FY 2013-14.

7. BGs invoked and honored by Banks till March, 2013 to the extent of Rs. 700.00 crores would be converted into a Working Capital Term Loan repayable in 6 structured quarterly installments over a period of 1.5 years starting from Q1 of FY 2013-14.

8. The interest on Fund Based Working Capital loans will be serviced on a monthly basis at a concessional rate of interest.

9. The Company would be eligible for an Additional Loan of Rs. 240 crores for completion of vessels on hand. Similarly, it would be getting an additional loan of Rs. 160 crores for its Capex requirements.

10. The Non- Convertible Debentures of Rs. 90 crores issued by the Company are also being restructured with a concessional rate of interest and the repayment period being extended by 5 years.

11. Warrants will be issued towards Promoters' Contribution required to be brought in as per the CDR package.

2. HUMAN RESOURCES:

During the year 2011-12, the focus of the organization was on consolidation, improvement and reorganization to meet the prevailing changes. There were significant initiatives in reducing the costs. There has been Manpower optimization in all the yards and the corporate offices. In addition, concerned effort was put in place for reducing administrative costs right across the organization.

While there was an emphasis on the cost side, talent acquisition initiatives were also carried out to fill up specific positions, which were functional necessities arising out of the business development.

13. RESEARCH AND DEVELOPMENT:

The Company is in continuous process of Research and development through in-house design team sources in the area of design and fabrication. In design we have upgraded our skills and are successfully building two LNG Propelled vessels with intrinsically safe engine room for the first time with the assistance of Rolls Royce and our own design team. We have also designed vessels with "CLEAN" notation and highest level of dynamic positioning..

1 The Empowered Group comprises of the Executive Director (ED) Level representatives of Industrial Development Bank of India Ltd, ICICI Bank Ltd., State Bank of India as standing members along with the ED level representatives of our Lending Financial Institutions and Banks.

14. AUDITORS:

M/s. Bhuta Shah & Company, Chartered Accountants One of the joint Statutory Auditor due to their professionally pre occupancy has requested the board, not to be re-appointed as the Auditor of the company. Hence it is proposed to appoint M/s DPH & Co, Chartered Accountants, as Statutory Auditor at the 35th Annual General Meeting and to hold office from conclusion of the said Meeting till conclusion of the next Annual General Meeting. The Company has received the necessary certificate from the Auditor pursuant to Section 224 (1-B) of the Companies Act, 1956 regarding their eligibility for re-appointment. Accordingly, approval of members to the appointment of M/s DPH & Co., Chartered Accountants, Mumbai Auditor of the Company is being sought at the ensuing Annual General Meeting.

15. FIXED DEPOSITS:

The Company, during the year under review, has not accepted nor renewed any deposits from public, under the Companies (Acceptance of Deposits) Rules, 1975.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars regarding conservation of Energy, Technology Absorption etc. as required under Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are disclosed in Annexure - A. Foreign Exchange Earnings & Outgo: The Information on foreign exchange earnings and outgo are disclosed in Annexure - A.

17. PARTICULARS OF EMPLOYEES:

The information required under section 217(2A) of the Companies Act, 1956 and the Rules there under, in respect of the employees of the Company, is provided in the Annexure forming part of this Report. In terms of section 219(1)(b)(iv) of the Act, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection by members at the Registered office of the Company during business hours on working days up to the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof such Member may write to the Compliance Officer, whereupon a copy would be sent.

18. DIRECTORS':

Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to financial statements for the year 2011-12, the Board of Directors reports that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- Accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at the end of the financial year and of the profit of the Company for the year ended March 31, 2012 ;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis.

19. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks & financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year's performance.

For and on behalf of the Board

Date: 28th May, 2012 Vijay Kumar

Place: Mumbai [Managing Director]

 
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