Mar 31, 2016
TO,
THE MEMBERS OF BHARATI DEFENCE AND INFRASTRUCTURE LIMITED
On behalf of the Board of Directors, it gives me immense pleasure in presenting to you the 39th Annual Report on the working of the Company, together with the Audited Financial Statements of the Company for the year ended March 31, 2016.
1. FINANCIAL RESULTS: -
The working of your Company for the year under review resulted in (Rs. in Lakhs)
PARTICULARS |
FINANCIAL YEAR |
|
2015-16 |
2014-15 |
|
Total Income |
6,797.59 |
4,372.78 |
Profit before Interest, Depreciation & Tax (inclusive extraordinary items) |
(2,22,901.64) |
(64,961.21) |
Less : Finance Cost |
31,941.01 |
29,480.50 |
Less : Depreciation |
6,094. |
6,227.02 |
Profit before Tax |
(48,790.89) |
(1,00,668.83) |
Less : Tax |
(71,137.63) |
(14,210.50) |
Profit / (Loss) after Tax |
(1,89,799.01) |
(86,458.24) |
Surplus brought forward |
(1,67,971.25) |
(81,312.12) |
Amount available for appropriation |
(3,57,770.24) |
(1,67,770.36) |
APPROPRIATIONS (Section 134(3)(j) |
- |
-- |
Transfer to General Reserve |
- |
(200.89) |
Surplus carried forward |
(3,57,770.24) |
(1,67,971.25) |
Total Appropriations |
(3,57,770.24) |
(1,67,971.25) |
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. We have also issued 26, 47,313 Convertible Warrants to Edelweiss Finance and Investments Limited (EFIL).
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 2 vessels. During the year, turnover has increased to Rs. 4, 705.17 Lakhs in comparison to the previous year of Rs. 2,912.28 lakhs. The Company has incurred Net loss of Rs. 1,89,799.01 Lakhs as compared to Rs. 86, 458.24 Lakhs in the previous year.
5. FINANCE:
As at the end of financial year, your Company has total Secured Long-term facilities of Rs. 6, 96, 181.85 Lakhs (Including Debentures and Term Loans). The Company has total Short term facilities of Rs. 18, 650.86 Lakhs (including Secured Loans Short term borrowing of Rs. 11, 693.55 lakhs and unsecured loans of Rs. 6, 957.31Lakhs).
6. SUBSIDIARIES, TOINT 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
- ASSOCIATE
Company holds 49.73% in GOL offshore limited resulting to which it is classified as an Associate to the Company.
The financials of the subsidiary and associate Company have been considered in the consolidated Financial Statements of the Company and forms a 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 and 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, as on the date of the report, has five directors. Out of these 3 are independent directors (including a woman director), and two are Promoter Directors.
b) During the year under report, Mr. R. Jayaseelan , Director(Occupier) and Mr. V. Chandrasekaran resigned from the Board and the Board has kept on record, its appreciation of their guidance to the Company.
8. 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 Annexures to this Report. Pursuant to the 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 Regulation 27, SEBI (LODR) Regulations 2015, is annexed to this Board Report.
9. DISCLOSURES ABOUT CSR POLICY:
Pursuant to provisions of Section 134(3) (o) the Company has developed a CSR Policy and has taken necessary initiatives, but due to losses in the previous years we have not implemented/spent any money on CSR Activities.
10. 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 39th Annual General Meeting.
11. CORPORATE DEBT RESTRUCTURING SCHEME
The Bharati Defense and Infrastructure 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.
- 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., because of which the Company Account has become Non Performing Account (NPA) in some of the Banks by June 2014, out of 23 Banks ,18 Banks have sold and assign their 83% of total debts / loans to Edelweiss Assets Reconstruction Company Limited (EARC) Mumbai. Currently we have 5 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.
12. 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 neither accepted nor renewed any deposits from public.
13. LISTING FEES TO STOCK EXCHANGES:
The Company has paid the Listing Fees for the year 2015-16 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.
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. PERSONNEL:
The relations with all Employees of the Company, both Shore and Floating Staff have been cordial. Your Directors wish to express their appreciation of the services rendered by the devoted Employees.
16. DEMATERIALIZATION OF SHARES:
The Company''s shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, 100% of the shares held by the Promoter / Persons Acting in Concert category are in the Electronic Form.
17. 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.
18. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements for the year 2015-16, 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, 2016;
- 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.
19. 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.
20. 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.
21. AUDIT REPORT:
The Auditors have qualified their report (Standalone and Consolidated) on the annual accounts of the Company for the year ended March 31, 2016.
That these qualifications are self explanatory and do not need any further comments from the Board of Directors of the Company, under the provisions of Section 134(3) (f) of the Companies Act, 2013.
22. CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements are prepared in accordance with the relevant Accounting Standards prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.
23. CHANGE IN SHARE CAPITAL:
The Company has not made any issue of shares during the year and its Share Capital for the year ended 31st March 2016 remains unchanged.
24. 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.
25. 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.
26. 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.
27. RISK MANAGEMENT POLICY:
Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and provisions Regulation 27, SEBI (LODR) Regulations 2015, the Board has developed and implemented a Risk Management Policy for the Company.
28. 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.
29. 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.
30. REGISTRATION WITH BIFR:
The Company''s Reference No 3(B-4)/BC/2015, was made to BIFR.
31. 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.
32. TRANSFER 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.
33. 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.
34. ESTABLISHMENT 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.
35. 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.
36. 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
P..C.Kapoor Vijay Kumar
Managing Director Managing Director
Place: Mumbai Date: 30th May, 2016
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]
Mar 31, 2010
The Directors have pleasure in presenting the 33rd Annual Report,
together with the Audited Financial Statements of the Company for the
year ended March 31, 2010.
1. Financial Results:
The working of your Company for the year under review resulted in:
(Rs. in Lakhs)
Particulars Financial Year
2009 - 2010 2008 - 2009
Total Income 135,244.23 101,945.42
Profit before Interest,
Depreciation & Tax 23,172.65 25,678.94
Less : Interest 9,609.93 5,133.49
Less : Depreciation 1,529.31 1,008.69
Profit before Tax 20,795.91 19,536.76
Less : Tax 6,909.19 6,204.50
Profit after Tax 13,886.72 13,332.27
Surplus brought forward 32,259.15 21,227.75
Amount available for appropriation 46,145.87 34,560.02
APPROPRIATIONS
Transfer to General Reserve 1,388.67 1,333.23
Dividend including Dividend Tax 1,015.73 967.64
Surplus carried forward 43,741.47 32,259.15
Total Appropriations 46,145.87 34,560.02
2. CAPITAL:
During the year under review Authorized Share Capital of the Company
has been increased from Rs. 40.00 Crores to Rs. 50.00 crores 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
2,75,69,300 shares to 2,89,39,300 shares (face value of Rs 10/- each)
fully paid up. During the year Company has issued 13,70,000 equity
share at Rs 80/- (face value Rs 10/-each) each fully paid up on
conversion of convertible warrants Tranche à 1 issued vide resolution
dated 15th May 2009 passed at EGM.
3. DIVIDEND:
Your Directors are pleased to recommend the Dividend out of the
available surplus, at the rate of 30 % on Paid Up Equity Share Capital
of Rs. 28.93 Crores i.e. @ Rs.3 /- per share on 2,89,39,300 Equity
Shares of Rs. 10/- each aggregating to Rs. 1,015.73 lakhs including
dividend tax.
4. OPERATING RESULTS AND PROFITS:
During the year under review, your Company has successfully delivered 5
(five) vessels. Your Company has posted turnover of Rs.1,26,481.74
Lakhs, an increase of about 35.14 % as compared to Rs. 93,409.60 Lakhs
in the previous financial year. Your Company has achieved profit after
tax of Rs. 13,886.72 Lakhs as against Rs. 13,332.27 Lakhs in the
previous year, an upsurge of 4.16%.
5. FINANCE:
As at the end of financial year, your Company has Debentures worth Rs.
9,000 lakhs, Cash and Export Credit Facility worth Rs. 19,037.32 lakhs
and Term Loans worth Rs. 1,22,254.74 lakhs by way of consortium
finance, where State Bank of India is the lead bank.
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 Brhamanvel, Taluka
Sakri, District Dhule, Maharashtra. The project has been successfully
commissioned and generated revenue of Rs. 1037.18 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.
The Central Government has granted an exemption to the Company from
attaching the Annual Audited Accounts of the Subsidiary companies with
its Annual Report.
8. ACQUISITION OF SHARES IN GREAT OFFSHORE LIMITED:
During the year under report your company acting in concert with its
two subsidiary companies namely Natural Power Ventures Pvt. Ltd. and
Dhanshree Properties Pvt. Ltd. acquired shares in M/s Great Offshore
Ltd. The total acquisition is 1,85,14,352 equity shares (49.73% of
GOFs capital including shares acquired on 6th April 2010 ) and held by
Natural Power Ventures Pvt. Ltd. and Dhanshree Properties Pvt. Ltd.
(subsidiary companies) and is very important and strategic both
economically as well as commercially.
Consequent upon this acquisition, Mr. P.C. Kapoor and Mr. Vijay Kumar,
Managing Directors of your Company have been appointed as Additional
Directors on February 2, 2010 and Executive Directors on Board of Great
Offshore Ltd w.e.f May 1, 2010.
The company has made this investment as a strategic Long Term
Investment and to have a foot hold in all the sphere of the offshore
industry, further to it, this investment would generate long term
benefit to the company and strengthen the companys position in
international market. The company has proficient team with enormous
experience in various facets of the offshore industry, which give an
edge over competitors. We have number of synergies between the two
companies which would enhance the value for the stakeholders of both
the companies.
9. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Companys Article 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. Limited
b) Natural Power Ventures Pvt. Ltd.
c) Dhanshree Properties Pvt. Ltd.
10. FORGING JOINT VENTURES AND ALLIANCES:
The Companys Joint Venture with M/s Apeejay Shipping Ltd. is
progressing.
11. 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
Annexures to this Report. The Certificate of the Auditors of the
Company 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.
12. HUMAN RESOURCES:
We recognise the value of people as our most valuable asset and believe
that our Companys employees are central to our sustainable success.
Business goals are communicated down the line regularly so that our
people have complete understanding of the Companys strategic direction
and can identify with it. Important employee goals are linked with the
organizational objectives. Developing, motivating, rewarding and
retaining talent at all levels is a business priority and a key
responsibility of Companys senior management. Delegation, empowerment,
learning from failures that emanate from calculated risks is being
institutionalised as well. Your management has met with considerable
success in creating a work place environment that encourages people to
constantly learn and grow. As a result of this human resources focus,
your Company boasts of a highly motivated and committed workforce.
13. RESEARCH AND DEVELOPMENT:
Your Company continues to focus on Research and Development and has
taken several initiatives in this direction. Research and Development
of new services, designs, framework, processes and methodologies
continue to be of importance at your Company. This allows your Company
to enhance quality, productivity and customer satisfaction through
continuous innovation.
The Joint Industry Project ÃSAFE TUGÃ initiated by MARIN, Netherlands,
continues its work. The benefits of this project will become tangible
only after a couple of years.
The Company is also in the process of designing ships which will use
CNG as fuel.
14. AUDITORS:
M/s DPH & Co., Chartered Accountants, Mumbai and M/s Bhuta Shah & Co.,
Chartered Accountants, Mumbai are being appointed as Joint Auditors at
the 33rd Annual General Meeting to hold office from conclusion of the
said Meeting till conclusion of the next Annual General Meeting.
The Company has received the necessary certificates from the Joint
Auditors 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 and M/s Bhuta Shah & Co., Chartered Accountants, Mumbai as Joint
Auditors of the Company is being sought at the ensuing Annual General
Meeting.
15. FIXED DEPOSITS :
The Company has not accepted any fixed deposits by way of invitation to
the public and has complied with all the provisions of section 58A of
the Companies Act, 1956.
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 not disclosed as the same are not
applicable to the Company.
Foreign Exchange Earnings & Outgo: The Information on foreign exchange
earnings and outgo are disclosed in Annexure à A.
17. PARTICULARS OF EMPLOYEES:
Particulars regarding Employees as required by Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975 are disclosed as per Annexure-A, hereunder.
18. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, in relation to
financial statements for the year 2009-10, 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, 2010 ;
- 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 years performance.
For and on behalf of the Board
P. C. Kapoor
[Managing Director]
Date: 29th June, 2010
Place: Mumbai