ABG Annual Report 2012-13

ABG Shipyard Limited Annual Report 2012-2013

CORPORATE INFORMATIONBoard of Directors

Mr. Rishi Agarwal - Chairman

Major Arun Phatak - Executive Director

Mr. Dhananjay Datar - Whole-Time Director

Mr. Ashok R. Chitnis - Independent Director

Mr. Shahzaad Dalal - Independent Director

Mr. Ashwani Kumar - Independent Director

Mr. Aloke Sengupta - Nominee Director

(from 14th August 2013)

th28 Annual General Meeting

Day :

Date : th 27 September, 2013

Time : 12.00 Noon

Venue : At the Registered Office of the Company

Near Magdalla Port,

Dumas Road, Surat - 395007.

Gujarat - India

Auditors

M/s. Nisar & Kumar

Chartered Accountants

A-17, Everest Building,

156, Tardeo Road,

Mumbai - 400 034.

C O N T E N T S

Notice of AGM

Directors’ Report

Report on Corporate Governance

Management Discussion & Analysis

Auditor’s Report

Balance Sheet

Statement of Profit and Loss

Cash Flow Statement

Notes forming part of the Financial Statements

Statement pursuant to Section 212 of the Companies Act, 1956

Consolidated Financial Statements

Bankers

ICICI Bank Ltd.

State Bank of India

Bank of Baroda

Bank of India

IDBI Bank Ltd.

Export-Import Bank of India

Standard Chartered Bank

Oriental Bank of Commerce

Development Credit Bank

Indian Overseas Bank

Punjab National Bank

Andhra Bank

Yes Bank

Registered Office

Near Magdalla Port, Dumas Road,

Surat - 395007. Gujarat - India

Tele.: 91-261-2725191

Fax: 91-261-3048243

Corporate Office

th th4 /5 floor, Bhupati Chambers,

13, Mathew Road,

Mumbai-400 004.

Tel.: 91-22-66563000

Fax: 91-22-66223050

Website: www.abgindia.com

E-mail: [email protected]

Registrar & Share Transfer Agent

Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (West),

Mumbai - 400 078.

Tel.: 91-22-25946970

Fax: 91-22-25946979

e-mail: [email protected]

Page

1

Friday

2

9

15

29

31

34

35

36

37

60

61


2

NOTICE

th thNotice is hereby given that the 28 Annual General Meeting of the Members of ABG Shipyard Limited will be held on Friday, the 27 of September, 2013 at 12.00 noon at the Registered Office of the Company at Near Magdalla Port, Dumas Road, Surat-395007, to transact the following business:-

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2013, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Shahzaad Dalal, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr.Ashok R. Chitnis, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint M/s. Nisar & Kumar, Chartered Accountants as Auditors of the Company to hold office from the conclusion of this Annual General Meeting of the Company until conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:

5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT in terms of the Articles of Association of the Company and pursuant to the provisions of section 198, 269, 309, 310 and other applicable provisions, if any, read with schedule XIII of the Companies Act, 1956 as amended from time to time and all applicable guidelines for managerial remuneration issued by the Central Government from time to time and subject to such other approvals as may be necessary, Major Arun Phatak be and is hereby re-appointed as an Executive Director of the

thCompany for a period of five years with effect from 10 June, 2013 on terms & conditions including remunerations as mentioned in explanatory statement to the resolution.”

6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:-

th “RESOLVED that In supersession to the Special Resolution passed by Members of the Company at the 27 Annual General thMeeting held on 27 September 2012 and pursuant to the provisions of Section 81(1A) and other applicable provisions, if any,

of the Companies Act, 1956, the provisions of Securities and Exchange Board Of India (Issue Of Capital And Disclosure Requirements) Regulations, 2009 (the “SEBI ICDR Regulations”), the provisions of the Foreign Exchange Management Act, 1999, and rules and regulations made hereunder, including the Foreign Exchange management (Transfer and Issue of Securities by a person Resident outside India) Regulation, 2000, if applicable, the provisions of Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993 and subject to any other applicable law or laws, rules and regulations (including any amendment thereto or reenactment thereto or reenactment thereof for the time being in force) and subject to enabling provisions in the Memorandum and Articles of Association of the Company and Listing Agreements, entered into by the Company with the Stock Exchanges where the shares of the company are listed and subject to any approval, consent, permission and/or sanction of the members of the Company by way of special resolution, Government of India, Reserve Bank of India, Stock Exchanges, Registrar of Companies, Securities and Exchange Board of India and /or any other competent authorities, institutions or bodies, within or outside India, and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, consents and sanctions and which may be agreed by the Board of Directors (hereinafter referred to as “Board” which term shall include any committee thereof, whether constituted or to be constituted),approval of the Company is hereby accorded to the Board to create, offer, issue and allot in one or more tranch(es), in the course of domestic and / or international offerings and /or Qualified Institutional Placements (“QIP”), with or without an over allotment/ green shoe issue option, in one or more foreign markets or domestic markets, to domestic institutions, foreign institutions, non-resident Indians, Indian public, companies, corporate bodies, mutual funds, banks, insurance companies, pension funds, individuals, qualified institutional buyers or other persons or entities, whether shareholders of the Company or not, through a public issue and/or on a private placement basis and/or qualified institutional placement within the meaning of Chapter VIII of the SEBI ICDR Regulations and /or preferential issue and/or other kind of public issue and /or private placement or through a combination of the foregoing as may be permitted under applicable law from time to time, with or without an overallotment/ green shoe option, equity share, secured or unsecured debentures, bonds or any other securities whether convertible into equity share or not, including, but not limited to, Foreign Currency Convertible Bonds (“FCCBs”), Optionally Convertible Debentures (“OCD”), Bonds with share warranted attached, Global Depositary Receipts (“GDRs”), American Depositary Receipts (“ADRs”) or any other equity related instrument of the Company or a combination of the foregoing including but not limited to a combination of equity shares with bonds and/or any other securities whether convertible into equity shares or not (hereinafter referred to as “securities”) for a value of upto Rs. 1,000/- crores (Rupees One Thousand Crores), whether to be listed on any stock exchange inside India or any international stock exchanges outside India, through an offer document and/or prospectus and/or offer letter, and/or offering circular, and/or on public and/or private or preferential basis, whether rupee denominated in foreign currency at such time or times, at such price


3

or prices in such manner and on such terms and conditions including security, rate of interest etc, as may be decided by and deemed appropriate by the board as per applicable law, including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made, considering, the prevailing market conditions and other relevant factors wherever necessary in consultation with its advisors, as the board in its absolute discretion may deem fit and appropriate.

RESOLVED FURTHER that in addition to all applicable Indian laws, the securities issued in pursuance of this resolution shall also be governed by all applicable laws and regulations of any jurisdiction outside India where they are listed or that may in any other manner apply to such securities or provided in the terms of their issue.

RESOLVED FURTHER that any securities that are not subscribed in issues mentioned above, may be disposed off by the board in its absolute discretion in such manner, as the board may deem fit and as permissible by the law.

RESOLVED FURTHER that in case of a Qualified Institutional Placement pursuant to Chapter VIII of the SEBI ICDR Regulations, the allotment of specified securities shall only be to Qualified Institutional Buyers within the meaning of Chapter VIII and the relevant date for the determination of the price of the equity shares to be issued or issued pursuant to conversion, shall be the date on which the board decides to open the issue of securities or such other time as may be allowed by SEBI ICDR Regulations from time to time and allotment of specified securities shall be completed within twelve months from the date of this resolution.

RESOLVED FURTHER that in case of an issuance of FCCBs/ADRs/GDRs, the relevant date for the determination of the issue price of the securities offered, shall be determined in accordance with the Issue of Foreign Currency Convertible Bonds and Ordinary shares (through Depository Receipt Mechanism) Scheme, 1993 as may be amended from time to time.

RESOLVED FURTHER that the issue of Securities shall be subject to the following terms and conditions:

(a) The Securities shall be subject to the provisions of Memorandum and Articles of Association of the Company and in accordance with the terms of the issue; and

(b) The number and/or price of the Securities shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger, transfer of undertaking, sale of division or any such capital or corporate restructuring.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board be and is hereby authorized to do all such acts, deeds, matters and things including but not limited to determining the form and manner of the issue, including the class of investors to whom the Securities are to be issued and allotted, number of Securities to be allotted, execution of various transaction documents, creation of mortgage/ charge in accordance with Section 293(1)(a) of the Act, in respect of any Securities as may be required either on pari-passu basis or otherwise, as it may in its absolute discretion deem fit and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and utilization of the issue proceeds as it may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER that the Board be and is hereby authorized to form a committee or delegate all or any of its powers to any Directors (s) or Committee of Directors or other persons authorized by the Board to give effect to the aforesaid resolutions.

RESOLVED FURTHER that subject to the applicable laws, the Board and/or the Committee authorized by the Board be and is hereby authorized to do such acts, deeds and things as the Boards in its absolute discretion deems necessary or desirable in connection with the issue of the securities, including, without limitation of the following;

(a) decide the date for the opening of the issue of securities;

(b) Decide the price band for the issue;

(c) Finalization of the Issue Price;

(d) Finalization of the allotment of the securities on the basis of the subscriptions received;

(e) Finalization of, signing of and arrangement for the submission of the preliminary and final offering circulars/ prospectus(es)/ offer document(s), and any amendments and supplements thereto, along with supporting papers needed to be filed for seeking listing approval with any applicable government and regulatory authorities, institutions or bodies as may be required;

(f) Deciding the pricing and terms of the securities, and all other related matters, including taking any action on two-way fungibility for conversion of underlying equity shares into FCCBs/ GDRs/ ADRs, as per applicable laws, regulations or guidelines;

(g) Appoint, in its absolute discretion, managers (including lead manager), Investment Bankers, Merchant Bankers, underwriters, guarantors, financial and /or legal advisors, depositories, custodians, principal paying/transfer/conversion


4

agents, listing agents, registrars, trustees and all other agencies, whether in India or abroad, entering into or execution of all such agreements/ arrangements/ MoUs/ documents with any such agencies, in connection with the proposed offering of the securities;

(h) Approval of the Deposit Agreements(s), the Purchase/Underwriting Agreement(s), the Trust Deed(s), the Indenture(s), the Master/Global GDRs/ADRs/FCCBs/other securities, letters of allotment, listing application, engagement letter(s), memoranda of understanding and any other agreements of documents, as may be necessary in connection with the issue/offering (including amending, varying or modifying the same, as may be considered desirable or expedient), in accordance with all applicable laws, rules, regulations and guidelines;

(i) Settle all questions, difficulties or doubts that may arise in regards to the issue, offer or allotment of securities and utilization of the proceeds of the issue in such manner and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit.

RESOLVED FURTHER the Board and/or the Committee authorized by the Board be and is hereby authorized to accept any modifications in the proposals as may be required by the authorities involved in such issues but subject to such conditions as the SEBI/GoI/RBI or such other appropriate authorities may impose at the time of their approval and as agreed to by the Board;

RESOLVED FURTHER that without prejudice to the generality of the foregoing, issue of the securities may be done upon all or any terms or combination of terms in accordance with international practices relating to the payment of interest, additional interest, premium on redemption, prepayment or any other debt service payments and all such terms as are provided customarily in an issue of securities of this nature.

RESOLVED FURTHER that the Company may enter into any arrangement with any agency or body authorized by the Company for the issue off depository receipts representing the underlying equity shares issued by the Company with such features and attributes as are prevalent in international capital markets for instruments of this nature and to provide for the tradability of free transferability thereof as per international practices and regulations (including listing on one or more stock exchange(s) inside or outside India) and under the forms and practices prevalent in the international markets.”

By Order of the Board of Directors

Place: Mumbai Sunil AgarwalthDate : 14 August, 2013 Company Secretary

NOTES:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company.

2. The Instrument of proxy in order to be effective should be duly completed, stamped and signed and must be deposited at the Registered Office of the Company not less than 48 hours before the meeting.

3. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 relating to the Special Businesses to be transacted at the Annual General Meeting is annexed hereto.

4. The details under clause 49 of the Listing Agreement with the Stock Exchange(s) in respect of the directors proposed to be re-appointed at the Annual General Meeting is annexed hereto.

th5. The Register of Members and Share transfer books of the Company will remain closed from Friday, 20 September, 2013 to thFriday 27 September, 2013 (both days inclusive) in connection with the Annual General Meeting.

6. Members are requested to intimate all changes with respect to their bank details, nomination, power of attorney, change of address, change in name, register/change in email Ids etc. to their respective depository participant(DP).

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts.

8. Members/Proxies are requested to bring their copy of Annual Report and the attendance slip, duly filled in, at the meeting

9. Members desirous of obtaining any information as regards accounts and operations of the Company are requested to write to the Company atleast one week before the meeting, so that information required is made available at the meeting.

10. As per Section 205C of the Companies Act, 1956, the amount remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company shall be transferred to the Investor Education and


5

Protection Fund (IEPF) setup by the Government of India and no payments shall be made by the fund, in respect of any claims. Members who have not yet encashed their dividend warrants for the financial year ended March 31, 2006 and subsequent years are requested to make their claims directly to the Registrar and Share Transfer Agent, without any delay. It may be noted that the unclaimed dividend for the financial years 2005-06 to 2010-11 are due for transfer to the IEPF as per table given below:

Financial Year Due Date for Transferth2005-06 17 September, 2013th2006-07 27 October, 2014nd2007-08 22 October, 2015th2008-09 30 October, 2016th2009-10 30 October, 2017th2010-11 27 October, 2018

Unclaimed IPO refund Money

Pursuant to section 205C and other applicable provisions, if any, of the Companies Act, 1956, the amount remaining unclaimed/ unpaid for a period of seven years from the date of closure of IPO of the Company ` 10,79,000/- has been transferred to the

thInvestor Education and Protection Fund (IEPF) established by the Central Government on 09 December 2012. As per Section 205B of the Companies Act, 1956, no claim would lie against the Company or the said fund after the transfer.

11. The Ministry of Corporate Affairs (MCA) on 10th May, 2012 notified the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (IEPF Rules). The objective of the IEPF Rules is to help the shareholders to ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. The Company has uploaded the information in respect of the Unclaimed Dividends in respect of the financial

th thyears 2005-06 to 2010-11, as on the date of 27 Annual General Meeting held on 27 September, 2012, on the website of the IEPF viz. www.iepf.gov.in. Shareholders may kindly check the said information and if any dividend amount is appearing as unpaid against their name, they are requested to lodge their claim, duly supported by relevant document directly to the Resistrar and Transfer Agent (RTA) before expiry of seven years.

12. All statutory registers are open for inspection at the Registered Office of the Company on all working days, from the date hereof upto the conclusion of this meeting between 10.00 a.m. and 5.00 p.m.

13. Corporate Members intending to send their authorized representatives to attend the Annual General Meeting are requested to send a duly certified copy of the Board Resolution authorizing their representatives to attend and vote at the Meeting.

14. Members are requested to address all correspondence, including dividend matters, to the Registrar and Share Transfer Agent, M/s. Link Intime India Private Ltd., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai – 400 078.

15. The Company has implemented the “Green Initiative” as per Circular Nos. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA) to enable electronic delivery of notices/documents and annual reports to shareholders. Henceforth, the e-mail addresses indicated in your respective depository participant accounts which will be periodically downloaded from NSDL/CDSL will be deemed to be your registered e-mail address for serving notices/documents including those covered under section 219 of the Companies Act, 1956. The Notice of AGM and the copies of audited financial statements, directors' report, auditors' report etc. will also be displayed on the website of the Company i.e. www.abgindia.com and the other requirements of the aforesaid MCA circular will be duly complied with. Members who holds shares in electronic mode and who have not registered their e-mail addresses, so far, are requested to register their email address and changes therein from time to time, with the Depository through their concerned Depository Participants.

However, we are happy to provide, free of cost, with a physical copy of the notice, balance sheet and all other documents required by law to be attached thereto including the profit & loss account and auditors' report etc., upon receipt of a written requisition from the members of the Company


6

Item no. 5.

Major Arun Phatak was appointed as an Executive Director of the Company for a period of five years with effect from June 10, 2008.

The Board of Directors of the Company at its meeting held on May 30, 2013, re-appointed Major Arun Phatak, as an Executive Director of the Company with effect from June 10, 2013 for a further term of 5 years, subject to the approval of the members in the Annual General Meeting.

Part III of Schedule XIII of the Companies Act, 1956 provides that the appointment and remuneration of Managing Directors and Whole-time Directors, in accordance with part I and part II of the schedule shall be subject to the approval by resolution of the shareholders in a general meeting.

Major Arun Phatak shall be entitled to the following remuneration:

Salary, Perquisites, Allowances and Bonus:

` Per Month ` Per Annum

Salary Perquisites & Allowance Bonus

2,70,000 2,33,100 4,05,000

The perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) or house rent allowance in lieu thereof; Special Allowance, medical reimbursement; leave travel concession for self and family including dependents. The said perquisites and allowances shall be evaluated, wherever applicable, as per the provisions of Income Tax Act, 1961 or any rules there under or any statutory modification(s) or re-enactment thereof; in the absence of any such Rules, perquisites and allowances shall be evaluated at actual cost. However, contribution to Provident Fund, Gratuity payable and encashment of Leave at the end of the tenure, as per the rules of the Company and to the extent not taxable under the Income Tax Law, shall not be included for the purpose of computation of the overall ceiling of remuneration. Further, employee stock options granted / to be granted, from time to time are not to be considered as perquisite and not to be included for the purpose of computation of the overall ceiling of remuneration.

Reimbursement of Expenses:

Reimbursement of expenses incurred for traveling, boarding and lodging during business trips, provision of car for use on the Company's business and telephone expenses at residence shall be reimbursed and not considered as perquisites.

The aggregate of the salary, special pay, allowances and perquisites in any financial year shall be subject to the limits prescribed from time to time under sections 198, 309 and other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the said Act as may for the time being, be in force, or otherwise as may be permissible at law.

Where in any financial year, the Company has no profits or if its profits are inadequate, the foregoing amount of remuneration and perquisites shall be subject to the applicable provisions of the Companies Act, 1956.

Further, the Board of Directors of the Company be and are hereby authorized to vary, alter, increase, expand, enhance, enlarge or widen the scope of the remuneration and perquisites, including the monetary value thereof within the limits prescribed from time to time under sections 198, 309 and other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the said Act as may for the time being, be in force, or otherwise as may be permissible at law.

Accordingly, the Resolution at item no.5 is proposed for the approval of the members for re-appointment of Major Arun Phatak, as Executive Director as specified in Part III of the Schedule XIII of the Companies Act, 1956, and other applicable provisions, if any.

The Board recommends the approval of the re-appointment of Major Arun Phatak as Executive Director of the Company.

Major Arun Phatak, Executive Director of the Company, is interested in the proposed Resolutions. None of the other directors of the company are interested in the proposed resolution.

This explanation together with the accompanying notice is and should be treated as an abstract of the terms of appointment of Major Arun Phatak, as Executive Director of the Company under section 302 of the Companies Act, 1956.

Item No. 6

The Company proposes to raise funds to the tune of ` 1,000/- crores (Rupees One Thousand Crores), in one or more tranches through a public issues and/or on a private placement basis and/or QIP within the meaning of Chapter VIII of the SEBI ICDR Regulations and/or preferential issue and/or any other kind of public issue and/or private placement as may be permitted under applicable law from time to time. The resolution contained in the business of the Notice is regarding proposal to create, offer, issue and allot equity shares and/or such other Securities as stated in the Special Resolution (the “Securities”) which seeks to empower the Board of Directors (hereinafter referred to as “Board” which include any Committee thereof, whether constituted or to be

EXPLANTORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956


7

constituted) to undertake such issue or offer of securities.

1. Object of the issue

Taking into account the expansion plans and positive outlook of the Company, the Company proposes to raise long term capital by issue of further securities to cater its fund requirements for expansion of its activities, finance, additional working capital requirements and general corporate purpose.

2. Pricing

In case of an issue of the Securities to Qualified Institutional Buyers pursuant to Chapter VIII of the SEBI ICDR Regulations, the issue price of Securities shall be at a price, being not less than the price calculated in accordance with Chapter VIII of SEBI ICDR Regulations as may be amended from time to time and the Relevant Date in this regard shall be the date on which the board decides to open the issue of securities or such other time as may be allowed by SEBI ICDR Regulations from time to time.

In case of a Qualified Institutional Placement pursuant to Chapter VIII of the SEBI ICDR Regulations, the allotment of securities shall be completed within twelve months from the date of passing of this resolution.

In case of issue of ADRs/GDRs the issue price shall be at a price, being not less than the price calculated in accordance with applicable law including the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipts Mechanism) Scheme, 1993, as may be amended from time to time.

3. Terms and Conditions

The detailed terms and conditions for the offer will be determined by the Board in consultation with Advisors, Lead Manager/Book Runners, Underwriters and such other authority or authorities as may be required to be consulted by the Company considering the prevailing market conditions and other relevant factors.

The issue/ allotment/ conversion would be subject to the availability of regulatory approvals, if any. The conversion of securities, held by foreign investors, into shares would be subject to the applicable foreign investment limits.

The Special Resolution seeks to empower the Board and/or Committee authorized by the Board, to issue Securities in one or more tranche or tranches, at such time / times, and to such person(s) as the Board may in its absolute discretion deem fit.

Section 81(1A) of the Companies Act, 1956 and the relevant clause of the Listing Agreement with the Stock Exchanges where the Equity Shares of the Company are listed provides, inter alia, that when it is proposed to increase the issued capital of a company by allotment of further shares, such further shares shall be offered to the existing shareholders of such company in the manner laid down in Section 81 unless the shareholders in a general meeting decide otherwise. Since the Special Resolution proposed in the business of the Notice results in the issue of shares of the Company otherwise than to the members of the Company, consent of the shareholders is being sought pursuant to the provisions of Section 81(1A) and other applicable provisions of the Companies Act, 1956 and the Listing Agreement.

The Special Resolution, if passed, will have the effect of allowing the Board and/or the Committee authorized by the Board to issue and allot Securities to the investors who may or may not be the existing shareholders of the Company and the Board and/or the Committee authorized by the Board will have the power to decide the date of opening of the Issue.

The Directors of the Company may be deemed to be concerned or interested in the above resolution only to the extent of shares held by them in the Company.

The Board of Directors recommend the special resolution for your approval.

ABG Shipyard Limited

8

Annual Report 2012-2013

thDetails of Directors seeking appointment/re-appointment in the 28 Annual General Meeting

Name of Director

Date of Birth

Date of Appointment / Re-appointment as Director

Qualification

Experience and Expertise in Specific functional area

Directorships held in other companies

Committee positions held in other companies

No. of shares held in ABG Shipyard Ltd.

Major Arun Phatak

31/10/1939

10/06/2013

B.Sc through National Defence Academy and MBA from the University of Halifax, Canada

He has vast experience of over 35 years in the Corporate Sector and is associated with ABG since the last 8 years

1. ABG Energy Ltd.2. ABG Cement Ltd.3. Sheorey Digital Systems Ltd4. Kathrein India Pvt. Ltd.5. Meridian Inflatables Pvt. Ltd6. Filtrex Systems India Pvt. Ltd.

Nil

1153

Mr. Shahzaad Dalal

01/12/1958

27/09/2011

He has a master 's degree in management from the Northeast Louisiana University, USA.

Mr. Shahzaad Dalal is the Chairman & Chief Executive Officer of IL&FS Investment Advisors LLC, a fully owned subsidiary of IL&FS Investment Managers Ltd (IIML). He leads a highly competent team of 40 professionals involved in managing over 95 investments.

He is also responsible for developing the Infrastructure Business of IL&FS Group in key international markets in sectors such as Roads, Power, Renewable Energy, Ports, Logistics, Education and Waste Management. Prior to joining IIML, Mr. Dalal served as the Chief Executive Officer of the Asset Management Business of IL&FS. Within the IL&FS Group he has undertaken various responsibilities.. He has also headed the initiative for large value structured finance/ transactions in l e a s i n g , p r o j e c t f i n a n c e a n d privatizations

1. IL& FS Investment Managers Ltd.2. SARA Fund Trustee Co. Pvt. Ltd.3. IL & FS Financial Services Ltd.4. Shoppers Stop Ltd.5. Datamatics Global Services Ltd. 6. IG3 infra Ltd. 7. IL&FS As ian In f ras t ruc tu re

Managers Ltd.8. IL&FS Milestone Realty Advisors

Pvt. Ltd9. DEN Networks Ltd. 10. Mumbai Business School Pvt. Ltd.11. RamkyEnviro Engineers Ltd.12. QVC Realty Pvt. Ltd.13. Sterling Holiday Resorts (India) Ltd.

Shoppers Stop Limited:Audit Committee R e m u n e r a t i o n / C o m p e n s a t i o n CommitteeDatamatics Global Services Limited: Audit Committee Remunerat ion / Compensat ion CommitteeIG3 Infra Limited:Audit CommitteeAppo in tmen t & Remune ra t i on CommitteeQVC Realty Private Limited:Project CommitteeDEN Networks Limited:Audit CommitteeIL&FS Financial Services Limited:Investment Portfolio Review Committee

485

Mr. Ashok R. Chitnis

15/02/1943

27/09/2011

He is a Marine Engineer and also holds sta 1 Class Competency Certificate

(Steam & Motor) from the Ministry of Transport, Govt. of India.

Mr. Ashok R. Chitnis has over Forty years of experience in the maritime sector. He is a Fellow of the Institute of Marine Engineers (India) from its inception in 1980 and has served a full two year term as the President of the Institute. He has worked with the Scindia Steam Navigation Company Ltd in various capacities. Thereafter, he joined the Indian Register of Shipping (IRS) in 1976. He was in-charge of the IRS Mumbai field office for over 4 years He was Chief Surveyor, IRS for over 9 years until his superannuation in 2003. As Chief Surveyor, he was in charge of the Indian Register Quality Systems, a department of IRS engaged in Quality Management System Certification for ISO 9000 standards.

He is a qualified and experienced lead auditor for QMS Audits with respect to ISO 9000 standards and has conducted a large number of audits at companies in various industrial sectors.

1. Western India Shipyard Ltd.

M/s. Western India Shipyard Ltd.Audit Committee

-


9

DIRECTORS' REPORT

TO THE MEMBERS,

Your Directors take pleasure in presenting the Twenty Eighth Annual Report on the business and operations of your Company sttogether with the Audited Accounts for the financial year ended 31 March 2013.

1. FINANCIAL PERFORMANCE :

Financial performance of the Company for Financial Year 2012-13 is summarised below: (` in crores)

Particulars 2012-2013 2011-2012

Sales and Other Income 2149.33 2432.69

Profit before Interest, Depreciation & Tax 565.29 570.29

Less: Interest (Net) 287.88 192.26

Profit before Depreciation & Tax 277.41 378.03

Less: Depreciation 103.71 99.25

Profit before Tax 173.70 278.78

Less: Provisions for Taxation 66.57 98.49

Net Profit after Tax 107.13 180.29

Balance brought forward from previous year 488.92 416.63

Profit available for appropriations 596.05 596.92

Appropriations

Transfer to Debenture Redemption Reserve 91.00 92.00

Transfer to General Reserve 10.00 16.00

Proposed Dividend – Equity shares - -

Corporate Dividend Tax - -

Balance carried to Balance Sheet 495.05 488.92

* Figures regrouped wherever necessary.

Your Company has recorded a total revenue of ` 2149.33 crores, Net Profit after tax for the Financial Year stood at ` 107.13 crores and recorded an EBIDITA of ̀ 565.29 Crores, as standalone basis for the financial year under consideration.

2. BUSINESS OPERATIONS

Your Company is India's largest Shipbuilding and Ship repair Company in Private sector with satisfied customer base in India & abroad. The shipyards of the Company are located at Surat and Dahej in Gujarat. Since inception, your Shipyard has successfully built and delivered 157 (One Hundred Fifty Seven) ships including Specialized and Sophisticated vessels like Interceptor Boats, Self-Loading and Discharging Bulk Cement Carriers, Floating Cranes, Articouple Tugs and Flotilla, Split Barges, Bulk Carriers, Newsprint Carriers, Offshore Supply Vessels, Dynamic Positioning Ships, Anchor Handling Tug Supply Vessels, Multi-purpose Support Vessel, Diving Support Vessels, Pollution Control Vessel etc. for leading companies in India and overseas. Over 80% of the vessels built have been for foreign customers in Europe, South East Asia and Middle East. Around 50% of ABG's Order Book comprises of orders from repeat customers.

The difficult external environment has had a direct bearing on your company's financial results. There is considerable impact on the Financials of the Company due to adverse economic conditions.

The manufacturing processes in the Shipyards are in line with world class standards and the Yards have been certified by DNV for ISO 9001:2008 (for Quality Standards), by IRS for ISO 14001:2004 (for Environment Management Systems) and OHSAS 18001:2007 ( for Occupational Health & Safety Management Systems).

ABG Shipyard Ltd has a facility to construct all types of quality ships, offshore oil rigs and specialized vessel's needs, by demonstrating compliance to marine environment protection and initiatives towards conservation of natural resources.

During the Financial Year 2012-13, your company has bagged a prestigious repeat order for construction of 1 cadet training ship of ̀ 485 Crs from Indian Navy, Ministry of Defence.

The Government of India had provided for a Shipbuilding Subsidy Scheme, for both export and domestic orders to all the Indian Shipyards, which was expired in August, 2007 and The Government had issued modified guidelines dated 25th March 2009, for

thliquidation of the liability for the payment of subsidy for ongoing eligible contracts entered upto 14 August 2007, by virtue of the same, your company has received an amount of ̀ 68.62 Crores towards subsidy in the Financial Year 2012-13.


10

3. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Report as “Annexure C”.

The detailed Industry Review and Outlook are elaborated in the Management Discussion and Analysis Report.

4. AWARDS AND ACCOLADES

F“Shipbuilding Company of the Year 2012” by Dun & Bradstreet.

FAll India Trophy for Highest Exporter from the Government of India, in recognition of outstanding contribution in Engineering Export, for 8 years.

F“Certificate of MERIT & HONOUR” by Gujarat Safety Council. F“Greentech Safety Silver Award - 2012” in Engineering Sector for outstanding achievements in Safety Management.

F“Appreciation Letter” by Director Industrial Safety & Health, Government of Gujarat for Best Work during Major Fire in Indian Oil Corporation, Hazira.

5. DIVIDEND

The Board has not recommended dividend for the year, considering the Capital expansion plans along with requirement of working capital funds and needs of general corporate purposes.

6. SUBSIDIARIES

Your Company has three (3) subsidiaries i.e. Western India Shipyard Limited (a BSE listed Company), ABG Shipyard Singapore Pte. Limited (Singapore based Wholly Owned Subsidiary) and ABG FPSO Private Limited at the end of the financial year 2012-13.

thIn accordance with the General Circular no. 2/2011 dated 8 February, 2011, issued by the Ministry of Corporate Affairs (MCA), Government of India (GOI), the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not attached with the Balance Sheet of the Company. Company undertakes to make available the copies of annual accounts of the subsidiary companies and related detailed information to the shareholders of the Company on request. Further, the annual accounts of the subsidiary Companies will also be kept at the registered office of the Company and of its subsidiary Companies for inspection by any member.

The consolidated financial statements are forming part of this Annual Report. As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by The Institute of Chartered Accountants of India (ICAI).

7. DIRECTORS

In terms of the Section 255 & 256 of the Companies Act, 1956 read with Article 190 of the Articles of Association of the Company, Mr. Shahzaad Dalal and Mr. Ashok R. Chitnis are liable to retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors recommend the re-appointment of Mr. Shahzaad Dalal and Mr. Ashok R. Chitnis as Directors.

Your Board of Directors at their meeting held on May 30, 2013, re-appointed Major Arun Phatak, as an Executive Director of the Company, for a further term of 5 years with effect from June 10, 2013 subject to the approval of the members. Your Directors recommend the re-appointment of Major Arun Phatak as an Executive Director of your company.

During the period under review Mr. Ram Swaroop Nakra – Managing Director of the Company has resigned from the company thw.e.f. 30 November 2012, due to ill health and old age.

thMr. Girish Nayak was nominated by ICICI Bank Ltd on the Board of the Company as on 14 November 2012, subsequently he thwas replaced by Mr. Loknath Mishra as on 30 May 2013. Further, ICICI bank has withdrawn the nomination of Mr. Loknath

thMishra from the Board of the Company vide its letter dated 15 July 2013.

thIDBI Bank Ltd has nominated Mr. Alok Sengupta on the Board of the Company w.e.f. 14 August 2013.

A brief resume of the Director retiring by rotation at the ensuing AGM, nature of expertise in specific functional areas and names of the Companies in which he holds directorship and/ or membership/ chairmanships of Committees of the respective Boards, shareholding and relationship between Directors inter se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is given in the notice of Annual General Meeting forming part of this Annual Report.

None of these directors is disqualified as per the provisions of Section 274 (1) (g) of the Companies Act, 1956, to be re-appointed as directors of your Company.


11

8. AUDITORS

M/s. Nisar & Kumar, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and have consented for their re-appointment.

Your Directors recommend their appointment as the Auditors of the Company for the current year and fix their remuneration.

9. ISSUE OF SECURITIES

Taking into account to expansion plan and positive outlook of the Company, the Company proposes to raise long term capital by issue of further securities including but not limited to Convertible Bonds, Preference Shares, Equity Shares and other securities whether convertible or not, etc., upto ̀ 1,000/-Crs. (Rupees One Thousand Crores) to cater its fund requirements for expansion of its activities, finance, additional working capital requirements and general corporate purpose.

Accordingly the enabling resolution mentioned in the Notice of meeting is commended for your approval, which is in supersession of all earlier resolutions passed in this regard.

10. DEPOSITS

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 58A of the Companies Act, 1956 are not applicable to the Company.

11. CORPORATE GOVERNANCE

ABG believes that good governance generates goodwill among business partners, customers and investors, earns respect from society, brings about a consistent sustainable growth for the Company and generates competitive returns for the investors. Your Company, through its Board and Committees, endeavours to strike and deliver the highest governing standards for the benefit of its stakeholders.

Your Company not only adheres to the prescribed compliance rules of Clause 49 of the Listing Agreement but is constantly striving to adopt growing excellent practices worldwide.

An elaborated report on compliance of Corporate Governance as specified in Clause 49 of the Listing Agreement is presented in a separate section forming part of this Report as “Annexure B”.

12. DIRECTORS' RESPONSBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for that period;

iii. the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

13. STATUTORY INFORMATION

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011, forms part of this Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Act, the annual report excluding the aforesaid information is being sent to all the members of the Company. Any member seeking such particulars may write to the Company Secretary at the Corporate Office of the Company.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FORIEGN EXCHANGE EARNINGS AND OUTGO

Information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo 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, as amended, is forming part of this Report as “Annexure A”.

15. INDUSTRIAL RELATIONS

The enthusiasm and determined efforts of employees have enabled the Company to remain at the leadership position in the Shipbuilding industry ranked as one of the India's most admired and valuable Shipyard. Your Company maintained healthy, cordial and harmonious industrial relations at all levels.


12

16. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued commendable teamwork, exemplary contribution, support and co-operation to the operations and performance of the company.

The directors would also like to express their sincere appreciation for assistance and co-operation from the Bankers, Financial Institutions, Government Authorities, Business Associates and Company's Shareholders/Members for their contribution in enhancing the esteem of the Company.

For and on behalf of the Board

Place: Mumbai Major Arun Phatak Dhananjay Datar

thDate: 14 August 2013 Executive Director Whole Time Director


13

ANNEXURE - A

Information Pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

A. Conservation of energy:

(a) Energy conservation measures taken:

At Dahej Yard:

? l490 Nos. of Electronic Chock base 1 x 28 W tube light installed in Staff colony at Bharuch.

? l290 Nos. of 18 watt. Electronic Chock base 1 x 18 W tube light installed in Staff colony at Bharuch.

l3000 KVAR capacitor panel Maintained to keep power factor 0.993 from 0.975.

lInstalled 09 Nos. of Elevator VFD based in staff colony at Bharuch.

At Surat Yard:

l25 Nos. of Energy Saver System introduced additionally which leads total 425 Nos. of installation in Welding Machines.

?l200 Nos. of Electronic Chock base 1 x 28 W tube light is being maintained in Labor Colony At Surat Yard.

l2500 KVAR capacitor panel Maintained for to Keep PF AVG 0.998 to 0.999

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy;

At Dahej Yard:

l? Auto cut off for welding machine and energy saver for 100 welding machines.

lInstallation of Electronic Choke based 1x28 watts tube light fittings.

At Surat Yard:

? lAuto cut off for welding machine and energy saver for 75 welding machines.

? lAdditional installation of VFD Drive In mobile Air Compressor.

? lAdditional Installation of inverter base Welding machine.

lAdditional Installation of Auto Welding Unit for Co welding purpose.2

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

At Dahej Yard:

l20% power saving on welding machine.

l15% power saving on lighting for staff colony.

At Surat Yard

l22% power saving on welding machine.

l30% power saving on lighting for worker colony.

l20% power saving on Crane operation.

B. Technology absorption:

Research & Development (R&D)

a) Specific areas in which R&D carried out by the Company

lPanel transfer system installed between new panel line-1 & and old panel line-2 to maximize panel production Common welding wire feeder made for both osws machines of new panel line-1 & and old panel line-2 this is to reduce welding wire inventory.

lAdditional gear boxes provided on Shaw box and taymor cranes LT drives at fabrication shop bay-2&3, this is to reduce breakdown cost and improve safety.

lELC filtration unit used on machines for continues filtration of hydraulic oil. this is to minimize oil consumption and improve machines health.

? l10000 MT bulk carriers shifted on ship transfer area with the help of transfer trollies.


14

(b) Benefits derived as a result of the above R&D

l? Faster output.

l? More Productivity.

l? Safe working environment.

? (c) Future plan of action

l? Basic and detail engineering of cadet training ship for India Navy to continue.

l? Development of painting system for Mega blocks.

l? Procurement and installation of more energy saving device on electrical Equipments.

l? Mega Block joining through shiptransfer system

l? Loadout arrangement for Rig

Expenditure on R&D:

Your Company incurred capital expenditure for setting up as well as up-gradation of technologies used in designing, production, manpower and account management as a part of its business strategy.

Technology absorption, adaption and innovation

(a) Efforts, in brief made towards technology absorption, adaption and innovation

? lUsage of telescopic manlifter to reduce time.

(b) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.

? lThe aforementioned technology gives faster output & safe working environment at heighted locations.

In case of imported technology (imported during the last 5years reckoned from beginning of the financial year):

Technology imported NIL

Years of import NA

Has technology been fully absorbed? NA

If not fully absorbed, areas where this not taken place, reasons therefore and future plans of action NA

C. Foreign Exchange Earnings and Outgo

(` in crs.)

2012-13 2011-12

Earnings 643.95 845.93

Outgo 1400.87 1210.13


15

ANNEXURE-B

REPORT ON CORPORATE GOVERNANCE

{In compliance with Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd (NSE)}

ABG Shipyard Limited (ABG) is committed to adhering to good corporate governance practices to effectively meet its Statutory, Financial and Social obligations.

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy of Corporate Governance, that of timely disclosures, transparent accounting policies and a strong and Independent Board, goes a long way in preserving Shareholders' interest, while maximizing long-term shareholder value. ABG is committed to uphold its core values of Customer Focus, Community, Performance, Leadership, Innovation and Quality. The Company, through its Board and Committees, endeavors to strike and deliver the highest governing standards for the benefit of its stakeholders. Through the Governance mechanism in the Company, the Board along with its Committees undertakes its fiduciary responsibilities to all its stakeholders by ensuring transparency fair play and independence in its decision making.

The good corporate governance is vital to success in business; create long term shareholder value as also an important component of commitment to the shareholders, customers and employees. ABG believes that good governance generates goodwill among business partners, customers and investors, earns respect from society, brings about a consistent sustainable growth for the Company and generates competitive returns for the investors. The Company advocates transparency in all its business transactions and activities. The Company through its Board of Directors, Senior Management and Employees, is committed to adhering to good corporate governance practices to effectively meet its Statutory, Financial and Social requirements.

ABG has not only adopted practices mandated in the clause 49 of the Listing Agreement, but also incorporated some of the non-mandatory recommendations to uphold its core values of Community, Performance, Customer Focus, Leadership, Innovation and Quality.

2. COMPOSITION OF BOARD AND PARTICULARS OF DIRECTORS

(i) Composition of the Board

Board of Directors of your Company represents an optimum mix of professionalism, knowledge and experience. The Company has a balanced combination of Executive and Non-executive Directors which is in conformity with Clause 49 of the Listing Agreement entered into with Stock Exchanges.

stThe Board of Directors of your Company as at 31 March 2013, comprises of Seven (7) Directors which includes One Non-executive Chairman Mr. Rishi Agarwal, Two (2) Executive Directors viz. Major Arun Phatak and Mr. Dhananjay Datar, Three (3) Independent Directors viz. Mr. Ashok R. Chitnis, Mr. Shahzaad Dalal and Mr. Ashwani Kumar and One (1) Nominee Director Mr. Girish Nayak (Nominated by ICICI Bank Ltd.).

Non-Executive Chairman, Mr. Rishi Agarwal heads the Board. Major Arun Phatak, Executive Director and Mr Dhananjay Datar, Whole time Director are managing the day-to-day affairs of the Company subject to the superintendence, Instructions and control of the Board of Directors.

During the period under review Mr. Ram Swaroop Nakra – Managing Director of the Company has resigned from the thCompany w.e.f. 30 November 2012, due to ill health and old age. Further, ICICI Bank Ltd has nominated Mr. Girish Nayak

thon the Board of the Company as on 14 November 2012.

The names and categories of the Directors on the Board, their attendance at Board Meeting during the year and at the last Annual General Meeting, as also the number of Directorships and Committee Memberships held by them in other

stcompanies as on 31 March, 2013, are set out in the appended table.


16

Name Category* Attendance Number of Directorship, Committee Membership and Chairmanship#

Board Meeting AGM Membership Chairmanship

Mr. Rishi Agarwal - NI-NE 1 No 3 0 NoneChairman

Mr. Ram Swaroop Nakra - NI-E 2 No 1 1 None Managing Director

th(Upto 30 November 2012)

Major Arun Phatak - NI-E 4 Yes 4 3 2Executive Director

Mr. Dhananjay Datar - NI-E 2 No 8 4 2Whole Time Director & Chief Finance Officer

Mr. Shahzaad Dalal I-NE 1 No 9 12 2

Mr. Ashok R. Chitnis I-NE 3 Yes 1 2 None

Mr. Ashwani Kumar I-NE 4 Yes 2 3 1

Mr. Girish Nayak th(Since 14 November 2012) I-NE 2 NA 0 0 0

*(NI – Non-Independent, I – Independent, NE- Non-Executive, E – Executive)

# Directorships does not include alternate directorships, directorships of private limited companies and companies incorporated outside the India and Section 25 companies. Chairmanships / Membership of Board Committees include only Audit Committee and Shareholders / Investors Grievance Committee of Indian Public Limited Companies.

None of the Directors is a Director in more than 15 Companies and Member of more than 10 Committees or Chairman of more than 5 Committees across all the companies in which he is a Director. Necessary disclosures regarding Directorship

stand Membership in the various Board committee positions occupied by the Directors of the Company as at 31 March, 2013 have been made.

(ii) Board Meetings held and details thereof

Board of Directors met four times during the year as on the dates mentioned below, the gap between two successive Board Meetings was less than four months:

1. 29 May 2012

th2. 14 August 2012

th3. 09 November 2012

th4. 13 February 2013

Agenda is always sent, well in advance, to the Directors along with all information as per the Annexure IA of the Clause 49, including statutory information, relevant to the matters to be discussed. Where it is not practicable to attach any document to agenda, the same is tabled before the meeting with specific reference in the agenda.

The matters to be discussed at the Board Meeting are included in the Agenda in consultation with the Chairman of the Company. The Managing Director/Chief Finance Officer briefs the Board at every Meeting on the overall performance of the Company. All the major decisions of the company are reviewed by the Board of Directors.

None of the Non-executive Directors have any material pecuniary relationship or transactions with the Company.

Post meeting follow – up mechanism:

Important decisions taken at the Board/Committee Meetings are promptly communicated to the concerned departments to act thereon accordingly.

th(iii) Profile of Directors seeking appointment / re-appointment in the 28 Annual General Meeting: Detailed profile is appended in the notice of Annual General Meeting forming part of this Annual Report.

Last Directorship Committee Committee

th


17

3. COMMITTEES OF THE BOARD

stYour Company, as on 31 March 2013, has four Board Committees of Directors to take informed decisions in the best interest of the Company viz. Audit Committee, Nomination-cum-Remuneration Committee, Compensation Committee and Share Transfer and Investors Grievance & Finance Committee.

A. AUDIT COMMITTEE

Constitution of the Audit Committee is in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 292A of the Companies Act, 1956.

(i) Terms of reference of the Audit Committee are broadly as under:

lOversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

lRecommending to the Board, the appointment, reappointment and, if required, the replacement or removal of Statutory auditors, fixation of audit fee and also approval for payment for any other services.

lDiscussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

lReviewing the financial statements and draft audit report, including quarterly / half yearly financial information and Limited Review Reports.

lReviewing with management the annual financial statements before submission to the Board, focusing primarily on :

ØMatters required to be included in Directors' Responsibility Statement in terms of Section 217(2AA) of the Companies Act, 1956.

ØChanges, if any, in accounting policies and practices and reasons for the same;

ØMajor accounting entries involving estimates, based on exercise of judgment by management;

ØQualifications in draft audit report;

ØSignificant adjustments made in the financial statements arising out of audit findings;

Øthe going concern assumption;

ØCompliance with accounting standards;

ØCompliance with stock exchanges and legal requirement concerning financial statements;

ØDisclosure of related party transactions, if any, as per Accounting Standard 18.

lReviewing the Company's financial and risk management policies.

lDisclosure of contingent liabilities.

lReviewing with the management, performance of statutory and internal auditors and adequacy of internal control systems.

lReviewing the adequacy of internal audit function, including the audit charter, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

lDiscussion with internal auditors of any significant findings and follow-up-thereon.

lReviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

lLooking into the reasons for substantial defaults, if any, in payments to the debenture holders, shareholders, (in case of non-payment of declared dividends) and creditors.

lReviewing compliances as regards the Company's Whistle Blower Policy.

(ii) Composition, Name of Members, Details of the Meetings and Attendance

The composition of the Audit Committee and number of meetings attended by the members of the Audit Committee are given below:


18

Name of the Director Status No. of Meeting Attended

Mr. Ashwani Kumar - Chairman I-NE 4

Major Arun Phatak NI-E 4

Mr. Ashok R. Chitnis I-NE 3

(NI-Non-Independent, I-Independent, NE-Non-Executive, E-Executive)

The Audit Committee invites such of the executives as it consider appropriate (particularly the heads of the Operations), representatives of the Statutory Auditors and Internal Auditors to be present at its meetings. The Audit Committee meetings are usually held at the Corporate Office of the Company. The Company Secretary acts as Secretary of the Audit Committee.

Audit Committee met four times during the financial year ended March 31, 2013, as detailed below, all the meetings were held with requisite quorum.

th1. 29 May 2012th2. 14 August 2012

th3. 9 November 2012th4. 13 February 2013

B. NOMINATION-CUM- REMUNERATION COMMITTEE

(i) Composition, name of members, meetings and attendance

stNomination-cum-Remuneration Committee as on 31 March, 2013 constitutes as follows:

Name of the Director Status

Mr. Shahzaad Dalal - Chairman I - NE

Mr. Ashok R. Chitnis I - NE

Mr. R. S. Nakra* NI - E

th* Mr. R.S. Nakra is ceased to be a member of Committee due to his resignation from the Board of Directors w.e.f. 30 November 2012. The Board of Directors has appointed Mr. Ashwani Kumar –Independent Director, as a member of

ththe Committee at the meeting of the Board held on 30 May 2013.

The Nomination – cum – Remuneration Committee has not met during the financial year 2012-13.

(ii) Terms of Reference :

The Nomination-cum-Remuneration Committee has been constituted to recommend the overall remuneration structure of the Executive Directors, based on their performance and defined assessment criteria. The remuneration, if any, of Non-Executive Directors is decided by the Board of Directors.

(iii) Remuneration Policy

The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors. Annual increments, if any, are decided by the Committee within the salary scale approved by the members/shareholders.

The Company pays Sitting Fee per meeting to its Independent Directors for attending meetings of the Board and Audit Committee Meetings.

(iv) Details of Remuneration for the year 2012-13

Name of Director Sitting Fees Salaries & Perquisites Commission Stock Option

Mr. Rishi Agarwal ----- ----- ----- -----

Mr. Ram Swaroop Nakra* ----- Rs. 56,06,700/- ----- -----

Mr. Dhananjay Datar ----- Rs. 47,04,000/- ----- -----

Mr. Shahzaad Dalal Rs. 5,000/- ----- ----- -----

Mr. Ashok Chitnis Rs. 59,000/- ----- ----- -----

Major Arun Phatak ----- Rs. 64,42,200/- ----- -----

Mr. Ashwani Kumar Rs. 69,000/- ----- ----- -----

Mr. Girish Nayak** Rs. 22,000/- ----- ----- -----th th*Upto 30 November 2012 *** Since 14 November 2012


19

st(iv) Details of Shares of the Company held by the Directors as on 31 March 2013, are as below:

Name No. of Shares % of Shareholding

Mr. Rishi Agarwal 2,81,250 0.56

Mr. Shahzaad Dalal 485 0.00

Major Arun Phatak 1,153 0.00

C. COMPENSATION COMMITTEE

The Company has a Compensation Committee with two Independent directors and one Non-independent Director as members. The committee makes policies, takes decisions and forwards its directions to Human Resources Department of the Company in order to attract and retain the best available talent and to reward its high performing employees. The Company Secretary acts as Secretary of the Committee.

Name Status


Mr. Ashwani Kumar I - NE

Mr. Rishi Agarwal NI - NE

The Compensation Committee has not met during the last financial year 2012-13.

thl

D. SHARE TRANSFER AND INVESTORS GRIEVANCE & FINANCE COMMITTEE

(i) Composition

stThe Composition of the Share Transfer and Investors Grievance & Finance Committee as on 31 March, 2013 is given below:

Name Status


Mr. Rishi Agarwal NI - NE

Mr. R.S. Nakra* NI - E

(NI-Non-Independent, I-Independent, NE- Non-Executive, E-Executive)

th*Mr. R.S. Nakra is ceased to be a member of Committee due to his resignation from the Board of Directors w.e.f. 30 November 2012. The Board of Directors has appointed Mr. Ashwani Kumar –Independent Director as a member of

ththe Committee at the meeting of the Board held on 30 May 2013.

The Committee has not met during the financial year 2012-13.

The Committee has Authorized Compliance Officer of the Company to look after the Investor Grievances and Share transfer requests.

thlThe Committee has renamed as Share Transfer and Investor Grievance Committee, w.e.f. 30 May 2013.

(ii) Terms of reference

The terms of reference of the Share Transfer and investors Grievance & Finance Committee cover the matters specified under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Share Transfer and Investors Grievance & Finance Committee looks into the redressal of complaints of investors such as transfer or credit of shares to demat accounts, non-receipt of shares or refund order / dividend / notices / annual reports, etc., and also issue of duplicate certificates and review all other matters connected with securities.

The Committee oversees the performance of the Registrar and Share Transfer Agent.

st As on 31 March 2013, no instruments of share transfer were pending.

(iii) Name, designation and address of the Compliance officer

Mr. Sunil AgarwalCompany Secretary & Senior Manager (Legal)ABG Shipyard Limited4th Floor, Bhupati Chambers

13 Mathew Road, Mumbai-400 004Tel: 022-66563000 Fax: 022-66223050e-mail: [email protected]

The Compensation Committee has merged with Nomination-cum-Remuneration Committee, w.e.f. 30 May 2013.


(iv) Details of Investors' complaints

Investors' complaints received directly or through SEBI and Stock Exchanges during 1 April, 2012 to 31 March, 2013 st and the status of said complaints as on 31 March, 2013 are given below:

stReceived from Received and Resolved during the FY 2012-13 Pending as at 31 March 2013

Investors 21 Nil

Through SEBI 01 Nil

Through Stock Exchanges 00 Nil

Total 22 NIL

4. GENERAL BODY MEETINGS

(i) Location and time of last three Annual General Meetings

The last three Annual General Meetings of the Company were held at the Registered Office of the Company, as per details below:

Details Date & Time Venue Special Resolutions Passed

th25 AGM 2009-10 30.09.2010 Registered Office of the Nil12.00 noon Company at Near Magdalla Port,

Dumas Road, Surat-395 007th26 AGM 2010-11 27.09.2011 Nil

12.00 noon

th27 AGM 2011-12 27.09.2012 Issue of Securities for a value of upto Rs.12.00 noon 1000Crs. by way of a domestic/

international offering/Qualified Institutional Placement under chapter VIII of SEBI (ICDR) Regulations and pursuant to Section 81 (1A) of the Companies Act, 1956.

(ii) Extra-ordinary General Meetings held during last three years

During the last three years no Extra-ordinary General Meeting of the Company were held.

5. DISCLOSURES AND OTHER INFORMATION:

(i) Materially Significant Related Party Transactions – There are no transactions of materially significant nature that have been entered into by the Company with the Promoters, Directors, their relatives and the Management and in any company in which they are interested, that may have potential conflict with the interest of the company.

(ii) Compliance – The Company has complied with the requirements of the Listing Agreements with the Stock Exchanges as well as the Regulations and Guidelines prescribed by the Securities and Exchange Board of India. There were no penalties or strictures imposed on the Company by any statutory authorities for non – compliance on any matter related to capital markets, during the last three years.

(iii) Code of Conduct – The Board of Directors of the Company has laid down a Code of Conduct for all Board members and senior management personnel of the Company. The code of conduct is available on the website of the Company i.e. www.abgindia.com.

The Company has adopted a Whistle Blower Policy and has established the necessary mechanism in line with Clause 7 of Annexure I D to clause 49 of the Listing Agreement with the Stock Exchanges, for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committee. However, no instances of fraud or other irregularities have been observed, which need to be reported to the Board/Audit Committee.

The declaration signed by Whole time Director to this effect is as below:

To,The Shareholders of ABG Shipyard Ltd.,

Sub: Compliance with Code of Conduct.

I hereby declare that all the Board Members and Senior Management personnel have affirmed compliance with the code of conduct as adopted by the Board of Directors.

For ABG Shipyard Limited

Place: Mumbai Major Arun PhatakthDate:14 August, 2013 Executive Director

st st

20


21

The Company has implemented the following Non-mandatory requirements recommended under Clause 49 of the Listing Agreements with the Stock Exchanges.

a) Constitution of Remuneration Committee.

b) The Company's statements are free from any qualifications by the Auditors of the Company.

c) The Company has laid down a whistle blower policy.

(iv) Prohibition of Insider Trading - The Company has framed its Insider Trading Regulation wherein rules for the preservation of price sensitive information, pre-clearance of trade, monitoring and implementation are framed. This code is applicable to all Directors and to such employees of the company who are incidental to have access to unpublished price sensitive information (UPSI) relating to the Company. Transaction for dealing in the prescribed time requires prior approval from the Company.

6. SECRETARIAL AUDIT

As a measure of good corporate governance practice, the Board of Director of the Company appointed Mrs. Kala Agarwal, practicing Company Secretary, to carry out a secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital.

The Secretarial audit confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, Depository Act, 1996, Listing Agreements with the Stock Exchanges, Securities Contracts (Regulation) Act, 1956 and all the regulations of the SEBI as applicable to the Company and also confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

7. MEANS OF COMMUNICATION

The quarterly, half yearly, yearly financial Results of the Company and Notices of Board Meetings and General Meetings are published normally in The Free Press Journal, Gujarat Mitra, Navshakti, etc. The quarterly results, half yearly results, Annual results and Shareholding Pattern are also displayed on the Company's website at www.abgindia.com which is updated at regular intervals.

The quarterly results, half yearly results, Annual results and Shareholding Pattern are forwarded to Stock Exchanges from time to time, where the Company's shares are listed.

In addition to the above, the Company also regularly provides information to the stock exchanges as per the requirements of the Listing Agreement and updates the same on the Company's website periodically to include information on new developments and business opportunities of the Company.

Green Initiative: Your Company, as a responsible corporate citizen welcomes and supports the green initiatives taken by the Ministry of Corporate Affairs, Government of India vide its Circular dated 21.04.2011 enabling electronic delivery of documents to the shareholders. Accordingly, your Company has initiated for sending communication / Annual Report and other documents through electronic mode to shareholders. It is hoped that with wide acceptance of the Green Initiative by the shareholders, the Company would be able to successfully implement the same, thereby contributing its mite to a greener environment.

8. GENERAL SHAREHOLDERS INFORMATION

(i) Annual General Meeting:

thDay, Date & time : Friday the 27 , September, 2013 at 12.00 noon

Venue : At the Registered Office of the Company at:Near Magdalla Port, Dumas Road, Surat-395 007

st st(ii) Financial Calendar : Financial year 1 April to 31 Marchst thI Quarter Results - On or before 14 of Augustnd thII Quarter Results - On or before 14 of Novemberrd thIII Quarter Results - On or before 14 of Februaryth thIV Quarter Results - On or before 30 of May

th(iii) Book Closure : 20 September, 2013 to 27 September, 2013 (both days inclusive)

(iv) Listing at Stock Exchanges :

Name & Address of Stock Exchange Stock Code Code on Screen

The Bombay Stock Exchange Limited (BSE) 532682 ABGSHIPPhiroze Jeejeebhoy Towers, Dalal Street,Mumbai 400001Phone : 91 22 22721233

th


Name & Address of Stock Exchange Stock Code Code on Screen

National Stock Exchange of India Limited (NSE) ABGSHIP ABGSHIPExchange Plaza, Bandra Kurla Complex, Series EQBandra (East), Mumbai 400 051Phone : 91 22 26598236

The Company has paid annual listing fees to the above Stock Exchanges for the financial year 2013-14.

(v) Market Price Data

Performance of ABG’s stock on BSE and NSE during the financial year 2012-13.

A. Bombay Stock Exchange (BSE)

Month ABG High ABG Low SENSEX High SENSEX Low(`) (`)

April 12 404.00 375.60 17,664.10 17,010.16

May 12 394.90 365.05 17,432.33 15,809.71

June 12 389.00 352.90 17,448.48 15,748.98

July 12 381.65 295.95 17,631.19 16,598.48

August 12 381.00 338.00 17,972.54 17,026.97

September 12 392.85 311.00 18,869.94 17,250.80

October 12 385.00 350.10 19,137.29 18,393.42

November 12 400.00 361.30 19,372.70 18,255.69

December 12 389.70 357.20 19,612.18 19,149.03

January 13 415.85 362.00 20,203.66 19,508.93

February 13 401.50 232.20 19,966.69 18,793.97

March 13 356.00 268.80 19,754.66 18,568.43

22

Share price on BSE during the Financial Year 2012-13

ABG vs. SENSEX during the Financial Year 2012-13

200

250

300

350

400

450

ABG HIGH/LOW AT BSE

High

Low

Apr-1

2M

ay-1

2Ju

n-12

Jul-1

2Aug

-12

Sep-1

2O

ct-1

2Nov

-12

Dec

-12

Jan-

13Feb

-13

Mar

-13

Sh

are

Pri

ce

200

250

300

350

400

450

15500

16500

17500

18500

19500

20500

21500

ABG VS. SENSEX

BSE

ABG

SE

NS

EX

Apr-

12

May-

12

Jun-1

2

Jul-12

Aug-1

2

Sep-1

2

Oct

-12

Nov-

12

Dec-

12

Jan-1

3

Feb-1

3

Mar-

13


23

B. National Stock Exchange (NSE)

Month NSE High NSE Low (`) (`)

April 12 405.40 371.20 5378.75 5154.30

May 12 396.80 360.55 5279.60 4788.95

June 12 391.00 352.00 5286.25 4770.35

July 12 383.80 304.00 5348.55 5032.40

August 12 383.00 337.95 5448.60 5164.65

September 12 399.90 306.00 5735.15 5215.70

October 12 400.00 357.00 5815.35 4888.20

November 12 401.50 330.00 5885.25 5548.35

December 12 389.00 356.30 5965.15 5823.15

January 13 413.45 360.10 6111.80 5935.20

February 13 399.80 233.00 6052.95 5671.90

March 13 350.00 266.25 5971.20 5604.85

NIFTY High NIFTY Low

Share price on NSE during the Financial Year 2012-13

ABG vs. NIFTY during the Financial Year 2012-13

200

250

300

350

400

450

4000

4500

5000

5500

6000

6500

ABG VS. NIFTY

NSE

ABG

200

250

300

350

400

450

ABG HIGH LOW AT NSE

High

Low

Sh

are

Pri

ce

Apr-

12

May-

12

Jun-1

2

Jul-12

Aug-1

2

Sep-1

2

Oct

-12

Nov-

12

Dec-

12

Jan-1

3

Feb-1

3

Mar-

13

NIF

TY

AB

G

Apr-

12

May-

12

Jun-1

2

Jul-12

Aug-1

2

Sep-1

2

Oct

-12

Nov-

12

Dec-

12

Jan-1

3

Feb-1

3

Mar-

13


24

(vi) Registrar and Share Transfer Agent

Shareholders may address all correspondences to the Registrar and Share Transfer Agent of the Company at the following Address:

Link Intime India Private Ltd.(formerly Intime Spectrum Registry Limited) C-13, Pannalal Silk Mills CompoundL.B.S. Marg, Bhandup WestMumbai-400 078.Tele: 91-22- 25946970 Fax : 91-22-25946969e-mail: [email protected]

(viii)Share Transfer System

99.99% of the Equity shares of the Company are in electronic form. Transfer of these shares is done through the depositories without involvement of the Company. As regards transfer of shares in physical form the transfer document can be lodged with the Registrar & Share Transfer Agent at address mentioned in above point no. (vii)

Transfer of Shares in physical form is normally processed by the Registrar and Share Transfer Agent and approved by Share Transfer and Investors Grievance & Finance Committee of the Board which meets at regular intervals.

(ix) Dematerialization of Shares

As of 31st March 2013, 50920783 equity shares representing 99.99% of the paid up equity capital of the Company are in dematerialized form with the following depositories:

Description ISIN No. Depositories

Fully Paid INE067H01016 National Securities Depository Ltd (NSDL)thTrade World, A Wing, 4 floor,

Kamala Mills Compound, Lower Parel,Mumbai 400013

Fully Paid INE067H01016 Central Depository Services (India) Ltd. (CDSL)thPhiroze Jeejeebhoy Towers, 17 Floor,

Dalal Street, Fort, Mumbai 400 023.

During the year 2012-13 the Company has received one (1) application for rematerialization for five shares by concerned shareholder for which Company has issued Share Certificate accordingly. No applications were received for dematerialization by concerned shareholders.

The Company has paid annual custodian charges for both NSDL and CDSL for the financial year 2013-14.

st (x) Distribution of shareholding (Shares) as on 31 March, 2013

Range - Shareholding No. of Shareholders % of Shareholders Number of Shares % of Shareholdingof Nominal value (`)

1 – 500 19486 97.28 1020394 2.00

501 – 1000 247 1.23 191251 0.38

1001 – 2000 117 0.58 169993 0.33

2001 – 3000 41 0.21 106726 0.21

3001 – 4000 19 0.10 68372 0.13

4001 – 5000 16 0.08 74071 0.15

5001 – 10000 26 0.13 198728 0.39

10001 & above 79 0.39 49092266 96.41

Total 20031 100.00 50921801 100.00


25

(xi) Shareholding pattern as on

Category of Shareholder Number Percentage of

of shares shareholding

(A) Shareholding of Promoter and Promoter Group

(a) Individuals/ Hindu Undivided Family 375000 0.74

(b) Bodies Corporate 33648204 66.08

Total Shareholding of Promoter and Promoter Group 34023204 66.81

(B) Public shareholding

B1 Institutions

(a) Mutual Funds/ UTI 486 0.00 (b) Financial Institutions /Banks 1064853 2.09

(c) Insurance Companies 1196363 2.35

(d) Foreign Institutional Investors 2931548 5.76

Sub-Total (B)(1) 5193250 10.20

B2 Non-institutions

(a) Bodies Corporate 9343507 18.35

(b) Individuals

i Individual shareholders holding nominal share capital up to ̀ 1 lakh 1417434 2.78

ii Individual shareholders holding nominal share capital in excess of ̀ 1 lakh. 664434 1.31

(c) Any Other (specify)

(c-i) Clearing Member 117445 0.23

(c-ii) NRI 150331 0.30

(c-iii) Office bearers 12196 0.02

Sub-Total (B)(2) 11705347 22.99

(B) Total Public Shareholding (B) = (B)(1)+(B)(2) 16898597 33.19

TOTAL (A)+(B) 50921801 100.00

st (xii) Shareholders holding more than 1% of the share capital as on 31 March, 2013

1 ABG International Private Limited 33648204 66.08

2 Religare Finvest Ltd 5197281 10.21

3 Nippon Investment And Finance Company Private Ltd. 1239840 2.43

4 Orange Mauritius Investments Limited 1230000 2.42

5 Life Insurance Corporation of India 1000000 1.96

6 ICICI Prudential Life Insurance Company Ltd 896363 1.76

TOTAL 43211688 84.86

st 31 March, 2013

Promoters, 34023204 (66.81%)

Mutual Funds/ UTI, 486 (0.00%)

FI / 1064853 (2.09%)

Banks,

Insurance Companies,

1196363 (2.35%)

FII, 2931548 (5.76%)

Bodies 9343507 (18.35%)

Corporate,

Clearing 117445 (0.23%)

Members, Individuals/2244395 (4.41%)

others,

Share Holding Pattern FY 2012-13


26

(xiii) Details of unclaimed shares as on financial year ended issued pursuant to Initial Public Offer (IPO) are as follows (Pursuant to clause 5A of the Listing Agreement) -

Sr. No. Particulars Cases No. of Shares

(A) Aggregate Number of Shareholders and the outstanding Shares in the suspense account lying at the beginning of the year i.e. 1.4.2012

(B) Number of Shareholders who approached for transfer of Shares from NIL NILsuspense account during 1.4.2012 to 31.3.2013

(C) Number of Shareholders to whom Shares were transferred from NIL NILsuspense account during 1.4.2012 to 31.3.2013

(D) Aggregate Number of Shareholders and the outstanding Shares in the suspense account at the end of the year i.e. 31.3.2013

The Voting Rights on the above mentioned shares in column (D) shall remain frozen till the rightful owner claims the shares.

(xiv) Unclaimed / Unpaid Dividend

Pursuant to section 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, the amount remaining unclaimed/unpaid for a period of seven years from the date of transfer of dividend to the Unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. No claim shall lie against the Company or IEPF, in respect of dividend amounts that have been transferred to IEPF. Members who have not yet en-cashed their dividend warrant(s) are requested to make their claim without any delay to the Company's Registrar and Transfer Agents, i.e. Link Intime India Private Limited.

The following table gives information relating to outstanding dividend accounts and the last dates for making claims and by which they need to be transferred:

Period of the Dividend Percentage of Dividend Last date for making claim Due Date of Transfer to IEPF

2005-2006 12 16th September, 2013 17th September, 2013

2006-2007 15 26th October, 2014 27th October, 2014

2007-2008 20 21th October, 2015 22nd October, 2015




2011-2012 NIL NA NA

2012-2013 NIL NA NA

(xv) Unclaimed IPO Refund Money

The Unclaimed IPO refund money amounting to ̀ 10,79,000/- was due for transfer to IEPF on 9 December, 2012. Your Company has transferred the unpaid IPO Refund amount to the IEPF accordingly.

(xvi) Outstanding GDRs/ ADRs/ Warrants or any convertible instruments

The Company has no outstanding GDRs/ ADRs/ Warrants or any convertible instruments.

(xvii) Shipyards' Location

Shipyard Shipyard

Near Magdalla Port, Village Jageshwar,Dumas Road, Near Dahej, Tal Vagra,Surat-395 007, Gujarat Dist. Bharuch, Gujarat

st 31 March, 2013

14 490

14 490

th


27

(xviii) Address for Correspondence

Legal & Secretarial Department4th / 5th Floor, Bhupati Chamber,13, Mathew Road Mumbai-400 004.Tele: 91-22- 66563000 Fax: 91-22-66223050 E-mail: [email protected]

For and on behalf of the Board

Place: Mumbai Dhananjay DatarthDate: 14 August 2013 Whole Time Director

EXECUTIVE DIRECTORS’ CERTIFICATION ISSUED IN PURSUANCE OF CLAUSE 49 OF THE LISTING AGREEMENT.

To, The Board of Directors,ABG Shipyard Limited.

Sub: Executive Directors’Certification

We have reviewed the financial statements, read with the cash flow statement of ABG Shipyard Limited for the year ended March 31, 2013 and that to the best of our knowledge and belief, we state that;

1. (a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that may be misleading,

(b) these statements present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are

fraudulent, illegal or in violation of the Company's code of conduct.

3. We accept the responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies.

4. We have indicated to the Auditors and the Audit Committee;

(a) significant changes in the internal control over financial reporting during the year.

(b) significant changes in accounting policies made during the year and that the same have been disclosed in the notes to the financial statements; and

(c) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company's internal control system over financial reporting.

Yours sincerely,

Major Arun Phatak Dhananjay Datar Executive Director Whole Time Director

th Date: 14 August2013


28

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To The Members,ABG Shipyard Limited.

st We have examined the compliance of Corporate Governance by ABG Shipyard Limited for the year ended on 31 March 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company, nor of the efficiency with which the Management has conducted the affairs of the Company.

For Nisar & KumarChartered Accountants

F. R. No. 107117W

M. N. Ahmed

Place: Mumbai (Partner)thDate: 30 May, 2013 M. No. 18380


29

ANNEXURE - C

MANAGEMENT DISCUSSION & ANALYSIS

MARKET TRENDS & ECONOMY

Financial Year 2012-13 is a challenging year to the Global as well as Indian Economy. World output was down from 4% in 2011 to 3.2% in 2012. Emerging and developing economies output touched a low of 5.1%, reflecting a sharp drop from 6.4% in the previous year. The U.S. economy improved marginally, driven mainly by housing and the consumer sectors; however, capital investments remained sluggish. The Euro zone shrank by 0.6%. Among the Asian economies, China, going through a political transition, experienced considerably slower growth.

During the Financial Year 2012-13, the Indian economy experienced a low growth rate of about 5-5.5%. Year-on-year GDP growth rdrate, in the 3 quarter touched 4.5%, the second lowest in recent years. Industrial sectors, too, continued to reel under the severe

slowdown.

Going ahead, most market analysts expect GDP to be around 6% in the Financial Year 2013-14, assuming a normal monsoon. The Reserve Bank of India remains focused on containing inflation, and is expected to continue following a conservative policy on interest rates. Sluggish value of Indian rupees is also great concern to Indian Economy.

However, long term prospects for the Indian economy, continue to remain bright, given the favorable demographics and the directional commitment towards liberalization. However, much work remains to be done to free up core sectors and restart growth. Outlook for the current fiscal with inflation now well within tolerance level, appears better than the previous year. Additionally, softening of global commodity prices should help to reduce the imported inflation in domestic economy.

INDUSTRY OVERVIEW AND OUTLOOK

Globally, Shipbuilding and Ship Repair industry is growing at a Compounded Annual Growth Rate (CAGR) of about 24 per cent and is likely to reach ` 14 lakh crore by 2015 owing to rising global sea borne trade, according to the study done by the Associate Chambers of Commerce (ASSOCHAM).

During the year under review, Global Shipbuilding Industry experienced rapid decline in new shipbuilding orders as backlogs remained high and the global economic downturn adversely affected the demand for new ships or vessels.

China, South Korea and Japan are leading shipbuilding nations and cater to over 80% of the global shipbuilding industry. The Chinese Government continues to give subsidies to the industry due to which the country enjoys over 35% of the global share. The Chinese Shipyards continue building ships which flood the market, depressing it further.

India and Vietnam are seen as upcoming centers for global shipbuilding and have displayed enormous growth potential since 2000. However, India has not yet reached a stage where it can enjoy economies of scale like Korea or China.

Still Indian Shipbuilding industry accounts for less than 1 percent of global market share. According to study done by Shipyards Association of India (SAI), while shipbuilding in countries like China, South Korea and Japan continue to account for more than 80 per cent of the global shipbuilding market. The Indian Shipbuilding and Ship repair Industry is likely to reach ` 9,200 crore by year 2015, growing at a Compounded Annual Growth Rate (CAGR) of about 8 per cent according to a study done by the ASSOCHAM.

On an average India produces around 20 ships in a year while developed shipbuilding markets make 70 -100 ships a year. Due to this, almost 90% of equipment for manufacturing ships is sourced from overseas.

With about an 8,000 kilometer long coastline there are about 27 shipyards, 12 major ports and 200 ports under states jurisdiction in India. Approximately 90% of the country’s trade by volume and 70% by value are moved through Maritime Transport. There is huge scope for development of the shipping sector. However, the country's opportunities in the maritime business have not been fully utilized.

An authentic estimate is that the shipbuilding industry is likely to generate a revenue of ` 800 billion and an overall revenue of ` 3300.00 billion including associated sectors. Employment to the extent of 0.4 million new direct jobs in shipbuilding and around 2.4 million new jobs in shipbuilding, ship repairing and associated sectors can be generated.

The Government has a key role to improve the efficiency and productivity of domestic shipbuilding companies to enable them to compete with their overseas counterparts. The Indian Government has been very supportive in the past which gave a significant fillip/ impetus to the industry. Although the Government had extended the Shipbuilding Subsidy Scheme from 2002 to 2007, which caused a temporary boom in the industry, however, the subsequent discontinuation of the scheme along with recession, had some negative impact on the industry. Various Industrial Bodies has recommend to revive of subsidy scheme, easing tax related regulations and declaring shipbuilding a status of strategic industry.

The Indian government has mooted plans to develop ancillary units for the shipbuilding sector, which has the potential to create approx 2.4 million jobs. The government has taken various initiatives for up - gradation of infrastructure in ports which include expeditious implementation of various capacity addition and mechanization project. The initiatives include private sector participation in capacity augmentation/ up-gradation for which bid documents have been standardized, and 100% FDI being allowed under the automatic route, Income tax incentives are also available for investments made in port infrastructure.

OPPORTUNITIES & THREATS

Union budget 2013-14 has provided a slight relief to domestic shipbuilding industry by removing excise duty burden of 6% to the


30

industry. For the domestic shipbuilders, the move could help in bringing some cost advantage as the cost of production of vessels in the country had risen since the past few years which led to a fall in the order book. However, removing 6.1% (approx) countervailing duty on imported ship by union budget will keep adverse impact on domestic shipbuilding industry.

Offshore remains to be promising sector in coming years. Global Deep-water capex is forecasted to reach USD 62 billion in 2015 indicating a CAGR of 23%, driven by advancement in seismic and drilling technologies. In reversing the historical trend of low rate of scrapping in offshore, increase rate of scraping is also raising the hope of upward trend in Offshore sector.

Opening of Defense sector to Qualified Private Ship Building Yard is another major step for future of Ship building industry in India. Driven by rising defense budget allocation of USD 14.3 billion by 2013 in capital expenditure with growing rate of CAGR 13.5%, out of which budget allocation to Indian Navy is USD 6.7 billon with growing rate of CAGR 17.6%

Low cost of labour, world class engineers, availability of skilled workforce together with robust demand in the domestic market and a growing steel industry are certain factors that build up a strong case for shipbuilding sector in India.

The high input costs and rising costs of raw materials and freight together with other duties being imposed resulted to a huge price differential of about 50% in building a ship in India and other countries.

The Global depressed environment and uncertainty have affected the new business & existing Order Book in terms of delay/cancelation by the clients.

RISK AND CONCERNS

The nodal responsibility of the entire Shipbuilding and Ship-repair Industry vests with the Ministry of Shipping. The Ministry of Shipping encompasses within its fold shipping and port sectors which also include shipbuilding and ship repair, major ports and inland water transport. Thus risks arising from political instability as well as changes in government policy would be a cause of concern.

The shipping sector is continuing with a down cycle.

Total Plan allocation for the Ministry of Shipping during the year 2013-14 stands at ̀ 7087.30 crore, out of which the share of Gross Budgetary Support and Internal Extra Budgetary Recourses each is ̀ 852.00 crore in comparing to budget allocation of ̀ 6524.92 for the year 2011-12.

In spite of the deterring factors, India has secured its position among the countries that build its own warships and submarines. The Indian shipbuilding industry has already touched a three figure capacity but the room for improvement is still huge as evident from the fact that in spite of our achievements in shipbuilding, we still lag significantly behind the countries with their own shipbuilding industries.

INTERNAL CONTROL SYSTEM

The Company has in place an adequate system of internal control commensurate with its size and nature of its business. These have been designed to provide reasonable assurance that all assets are safeguarded and protected against loss from unauthorised use or disposition and that all transactions are authorised, recorded and reported correctly and the business operations are conducted as per the prescribed policies and procedures of the Company.

The Company's effective control system is supported by an Enterprise Resources Planning (ERP) platform i.e. SAP for its main business processes. The Audit committee and the management have reviewed the adequacy of the internal control systems and suitable steps are taken to improve the same.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFOMRMANCE

Your company has successfully delivered 05 vessels during the financial year under review which has taken to the total sum to 157 vessels delivered so far by the Company.

Your Company has recorded total revenue of ` 2149.33 crores, Net Profit after tax for the Financial Year stood at ` 107.13 crores and recorded an EBIDITA of ̀ 565.29 Crores, as standalone basis for the financial year under consideration.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

In this era of globalisation, the industrial scenario is changing frequently, forcing the organization to develop its human resources and enable them to adapt to contemporary technological advancements to achieve the goals of the Organisation.

Your Company firmly believes that its human resources are the key enablers for the growth of the Company and important asset. Hence, the success of the Company is closely aligned to the goals of the human resources of the Company. Taking into this account, your Company continued to Invest in developing its human capita and establishing its brand on the market to attract and retain the best talent.

Employee relations during the period under review continued to be healthy, cordial and harmonious at all levels and your Company is committed to maintain good relations with the employees.

CAUTIONARY STATEMENT

The report may contain certain statements that the Company believes are, or may be considered to be "forward looking statements" that describe our objectives, plans or goals. All these forward looking statements are subject to certain risks and uncertainties, including but not limited to, government action, economic development and risks inherent in the Company's growth strategy and other factors that could cause the actual results to differ materially from those contemplated by the relevant forward looking statements.


31

Independent Auditor's Report to the members of ABG SHIPYARD LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of ABG Shipyard Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation to the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. Attention is drawn to Note no. 38 whereby the Company has applied the principles of Accounting Standard 30 issued by The Institute of Chartered Accountants of India.

3. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act. Attention is drawn to point no. 2 above whereby the Company has not adopted AS 30 fully but applied the principles of hedging as per AS 30 where there are firm commitments payable and receivable;

e. on the basis of written representations received from the directors, as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.


F. R. No. 107117W

M. N. AhmedPlace: Mumbai (Partner)

thDate: 30 May, 2013 M. No. 18380


32

Annexure to Independent Auditor's Report

(Referred to in paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date)

As required by the Companies (Auditor's Report) Order, 2003 (as amended) (“the Order”) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, on the matters specified in paragraphs 4 and 5 of the said Order, we further report that:

i.) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified in a phased manner by the management during the year as per the program of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As informed to us, no material discrepancies were noticed between book records and physical verification;

(c) During the year, the Company has not disposed off any substantial part of fixed assets, which would affect the going concern of the Company.

ii.) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii.) As informed, during the year under audit the Company has neither granted nor taken any loans, secured or unsecured to or

from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(b)(c)(d)(f) and (g) of the Order are not applicable.

iv.) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

v.) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301, of the Companies Act, 1956 have been so entered.

(b) The price at which such contract or arrangement is entered is reasonable compared to prevailing market price.

vi.) The Company has not accepted any deposit from the public during the year.

vii.) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii.) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether these are accurate or complete.

ix.) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it. However, instances of delay in deposit of Tax Deducted at Source and Employees Profession Tax have been noticed during the year under audit.

The following undisputed statutory dues are outstanding for a period of more than six months as on March 31, 2013, from the date they became payable:

Name of the Statute Nature of Dues Financial Year

Amount in Rs. Crores

The Income Tax Act, 1961 2011-12 21.87 Income Tax (incl. interest)

The Income Tax Act, 1961 2012-13 1.62 Tax Deducted at Source


33

(b) According to information and explanation given to us, the following dues have not been deposited by the Company on account of disputes:

x.) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash loss during the financial year covered by our audit and in the immediately preceding financial year.

xi.) Instances of delay between 1 to 182 days were noticed in repayment of principal and interest to banks during the year amounting to 952.68 crores and 199.92 crores respectively.

xii.) Based on our examination of documents and records, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii.) The Company is not a chitfund/ nidhi/ mutual benefit fund/ society, to which the provisions of special statute relating to chitfund are applicable. Accordingly, paragraph 4 (xiii) of the Order is not applicable to the Company.

xiv.) The Company is not engaged in dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

xv.) According to the information and explanations given to us, the Company has given guarantees of ` 2113.64 crores for credit

facilities taken by body corporates from banks and financial institutions, the terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

xvi.) In our opinion and according to the information and explanations given to us, on the overall basis, term loans have been applied for the purposes for which they were obtained.

xvii.) According to the information and explanations given to us and based on our examination of the books of account of the Company, short term funds to the extent of approximately ̀ 122.65 crores have been used for long term purposes.

xviii.) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of paragraph 4(xviii) of the Order are not applicable to the Company.

xix.) According to the information and explanations given to us and on the basis of records made available, we report that security has been created in respect of debentures issued.

xx.) The Company has not raised any money by public issues during the year. Accordingly, paragraph 4(xx) of the Order is not

applicable.

xxi.) Based upon the information and explanations given by the management and audit procedures performed, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.


F. R. No. 107117W


thDate: 30 May, 2013 M. No. 18380

` `

Name of the Statute Nature of Dues Financial Year

Amount inCrores

Rs.

Forum where dispute is pending

The Finance Act, 1994 2004-05 to 2008-09

2.58 Appellate Tribunal Service Tax

The Central Excise Act, 1944

2004-05 7.65 Appellate Tribunal Excise Duty


34

BALANCE SHEET AS AT 31ST MARCH 2013

As at As at31.03.2013 31.03.2012` in Crores ` in CroresNote

I

1.

a. 2

b. 3

2.

a. 4

3.

a. 7

b. 8

c. 9

d. 10

II

1.

a. 11

(i)

(ii)

(iii)

b. 12

c. 13

2.

a. 14

b. 15

c. 16

d. 17

e. 18

50.92

1,519.46

1,570.38

762.63

1,297.86

2,470.24

1,324.27

3,914.94

54.22

7,763.67

10,631.91

1,007.54

1.64

1,728.71

2,737.89

230.03

464.83

3,432.75

4,352.32

55.30

25.55

2,285.62

480.37

7,199.16

10,631.91

EQUITY AND LIABILITIES

ASSETS

Long-term borrowings

Reserves & surplus

Share capital

Short-term borrowings

Trade payables

Other current liabilities

Short-term provisions

Current Liabilities

Non-current Liabilities

Share Holders' Funds

Non-current Assets

Fixed assets

Current Assets

Inventories

Trade receivables

Cash and bank balance

Short-term loans and advances

Other current assets

Long-term loans and advances

Non-current investments

Tangible assets

Intangible assets

Capital work-in-progress

Significant Accounting Policies & Notes to Financial Statements 1 - 40

50.92

1,413.62

1,464.54

1,251.19

b. 6 526.11Deferred tax liabilities (Net) 466.29

1,726.44

2,008.68

1,083.14

2,563.45

40.37

5,695.64

8,886.62

1,003.10

2.69

1,417.39

2,423.18

233.86

689.54

3,346.58

3,260.83

62.64

363.52

1,326.40

526.65

5,540.04

8,886.62

c. 5 9.12 Long-term provisions 8.96

As per our report of even dateFor NISAR & KUMAR For and on behalf of the BoardChartered Accountants

M. N. Ahmed Major Arun PhatakPartnerM. No 18380

Mumbai

Dhananjay Datar

Dated : 30 May 2013th

Whole Time Director

F. R. No. 107117W

Sunil AgarwalCompany Secretary

Executive Director


35

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2013



Mumbai

Dhananjay Datar


Whole Time Director

F. R. No. 107117W


Year ended Year ended31.03.2013 31.03.2012

Note ` in Crores ` in Crores

INCOME

Revenue from operations 19

Other income 20

Total Revenue

EXPENSES

Consumption of raw materials & components 21

Purchase of traded goods 21

Changes in inventories of work-in-progress 22

Employee benefits expense 23

Finance costs 24

Depreciation, Impairment expenseAmortisation & 11

Other expenses 25

Total Expenses

Profit before exceptional and extraordinary items and tax

Exceptional / Extraordinary items

Profit before tax

Tax Expense

Current tax for the year

Current tax for earlier years

MAT credit (entitlement)/utilised

Deferred tax

Profit after tax

Earning per share in Rupees of face value of `10 /- each

Basic

Diluted


2,099.65

49.68

2,149.33

1,103.68

10.28

(118.98)

85.90

401.30

103.71

389.74

1,975.63

173.70

-

173.70

36.46

5.04

(34.75)

59.82

107.13

21.04

21.04

2,391.77

40.92

2,432.69

1,217.19

1.34

29.72

85.44

330.74

99.25

390.23

2,153.91

278.78

-

278.78

57.19

13.41

(35.10)

62.99

180.29

35.41

35.41

Executive Director


36

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

Year ended

31.03.2013 31.03.2012

Year ended

` in Crores ` in Crores

* Includes current and non current**Includes Short term and Long termNotes :1. Cash flow statement has been prepared under the indirect method as set out in Accounting Standard -3 issued by the Institute of Chartered

Accountants of India.2. Figures for previous year where ever necessary have been regrouped to conform to those of current year.


M. N. Ahmed Major Arun PhatakPartner Executive DirectorM. No 18380

Mumbai

Dhananjay Datar


Whole Time Director

F. R. No. 107117W


A. Cash Flow From Operating Activities :Net Profit (Loss) before extraordinary items & taxation 173.70 278.78Adjustments for :Depreciation 103.48 99.25Provision for Impairment 0.23 - Provision for Contingencies 0.68 0.88Finance charges 401.30 330.74Interest income (21.73) (34.63)Effect of exchange rate change (49.12) 73.64Loss / (Profit) on Sale of Assets (net) (8.25) 0.18Loss / (Profit) from Partnership firm 1.20 0.04Loss / (Profit) on Sale of Investments (0.03) (1.90)Operating Profit before working capital changes 601.46 746.98 Adjustments for :Inventories (1,554.48) (1,474.71) Trade Receivables 4.86 64.63 Loans and Advances* and other current assets (666.61) (283.61) Trade Payables and other current liabilities / provisions** 280.04 88.04 Stage Payments from Customers (net) 1,289.89 461.19 Cash generated from Operations (44.84) (397.48) Direct Taxes Paid (28.52) (35.96) Cash Used in Operating activities (73.36) (433.44)

B. Cash Flow From Investing Activities:Purchase of Fixed Assets including Capital Work in Progress and capital advances (214.79) (517.18) Sale of Fixed assets 13.63 1.92 Investment in Subsidiary - (0.01) Purchase of Investments (0.01) (266.00) Proceeds from Sale of Current Investments 0.01 267.90 Proceeds from Sale / Redemption of Non Current Investments 3.87 - Loans / deposits given (net) (228.16) (55.32) Interest income 47.46 26.23 Inter Corporate Deposits (2.00) (15.00) Cash Used In Investing Activities (379.99) (557.46)

C. Cash Flow From Financing Activities:Dividends paid - (20.37) Tax on distributed profits - (3.30) Proceeds from Long Term Borrowings 175.78 625.47 Repayments of Long Term Borrowings (152.07) (212.14) Short Term Borrowings (net) 477.61 648.50 Finance charges paid (385.93) (327.33) Cash Generated from Financing Activities 115.39 710.83 Net (decrease) / Increase in cash and cash equivalents (A + B + C) (337.96) (280.07) Opening Balance of Cash & Cash Equivalents 363.52 643.57 Closing Balance of Cash & Cash Equivalents 25.56 363.50 Effect of Exchange rate changes (0.01) 0.02 Closing Balance of Cash & Cash Equivalents as restated 25.55 363.52


37

1. SIGNIFICANT ACCOUNTING POLICIES

I). Basis of Accounting

The financial statements are prepared under the Historical Cost Conventions on the basis of Going Concern and as per applicable Indian Accounting Standards notified under section 211 (3C) of The Companies Act, 1956.

ii). Use of estimates

The preparation of financial statements requires the management of the company to make estimates and assumptions that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period. Difference, if any, between the actual results and estimates is recognised in the year in which the results are known / materialized .

iii). Revenue

Revenue is recognized in accounts in accordance with Accounting Standard-7 ‘Accounting for Construction Contracts' issued by Institute of Chartered Accountants of India. The method of recognition is on percentage completion basis. Revenue is recognised under Percentage Completion Method on the basis of proportion that contract costs incurred for work performed up to the reporting date bears to the estimated total contract costs.

Revenue from ship repair is recognised on the basis of job completion.

iv). Fixed Assets

Tangible Assets:

Fixed Assets are recorded at Cost. Cost is purchase cost and in the case of Freehold Land, includes development cost incurred, together with all incidental costs of acquisition, borrowing costs and other related internal costs and is netted of for Cenvat and Value Added Tax.

Profit/Loss on disposal of fixed assets is recognised in the Statement of Profit and Loss.

Intangible Assets:

Intangible assets are recognized and accounted at cost in accordance with Accounting Standard-26 ‘Intangible Assets’ issued by Institute of Chartered Accountants of India.

v). Capital Work In Progress

All expenditure, relating to development of land, buildings, dry docks and plant & machinery etc. are accumulated and shown as capital work-in-progress till the completion of such activities. Capital advances are presented under loans and advances .

vi). Investments

Long Term investments are stated at cost. Cost includes incidental expenses of acquisition. Decline in value of investment other than of temporary nature is recognised in Statement of Profit and Loss.

vii). Borrowing costs

Borrowing Costs attributable to the acquisition and construction of the Qualifying Assets, which take substantial period of time to get ready for their intended use, are capitalized as part of the cost of respective assets up to the date when such assets are ready for their intended use. Other Borrowing costs are charged to the Profit and Loss account.

viii). Depreciation and Amortisation

a) Freehold land is not depreciated. Leasehold land is amortised equally over the period of lease.

b) Dry Docks (included in Plant & Machinery) and Dry Docks Civil Works (included in Factory Building) and Jetty are depreciated on Straight Line Method in accordance with Accounting Standard - 6 ‘Depreciation Accounting' of the Institute of Chartered Accountants of India at the rates prescribed in Schedule XIV to the Companies Act, 1956.

c) Other assets are depreciated on Written Down Value Method at the rates prescribed in Schedule XIV to the Companies Act, 1956.

d) Depreciation on additions / deletions to Fixed Assets made during the year is provided on pro-rata basis from or up to date of such additions / deletions as the case may be.

e) Depreciation on amounts added on revaluation is recouped from Revaluation Reserve

f) Intangible assets are stated at cost less accumulated amortisation and are amortised over a period of five years.

ix). Impairment of Assets

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. The company assesses at each Balance Sheet date whether there is any indication that any asset may be impaired and if such indication exists, the carrying value of such asset is reduced to its recoverable amount and a provision is made for such impairment loss in the profit and loss account. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount

x). Employees’ Benefits

Provident Fund: Provident Fund contributions are made as per a defined contribution scheme and the contribution of company

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH 2013


38

is charged to Profit and Loss account of the year when become due. The company has no other obligation other than to contribute and deposit the contribution to respective authorities.

Short term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit and Loss of the year in which the related service is rendered.

Long term employee benefits are recognized as an expense in the Statement of Profit and Loss for the year in which the employee has rendered services. The expense is recognized at the present value of the amount payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of long term benefits are charged to the Profit and Loss account.

xi). Valuation of Inventory

Inventories of spares, consumables, components are valued at lower of cost and net realizable value. Cost represents purchase cost and other incidental costs, if any. Cost of inventories is computed on Weighted Average/ FIFO basis. Finished goods are valued at lower of cost and net realisable value.

xii). Work in Progress and Cost Allocation

Each construction contract is considered as a cost center and all costs directly identifiable to the Contract are charged on actual basis. Indirect miscellaneous costs are also allocated to the various contracts using appropriate overhead recovery method. Contract work-in-progress is valued at cost, including therein profit or loss arrived at in accordance of Accounting Standard -7 ‘Accounting for Construction Contracts'

xiii). Foreign Currency Transactions

Transactions in Foreign Currencies are recorded at the exchange rate prevailing on the date of the transactions. Monetary assets and liabilities are translated at the year end using closing rate if remain unsettled at the year end. Non monetary foreign currency items are carried at cost.

The resulting gain or loss on account of exchange difference either on settlement or on translation is recognised in the Statement of Profit and Loss.

The Company has w.e.f. 07th December,2006 chosen to apply notification issued by Companies (Accounting Standard) Amendment Rules 2011 GSR 913 (E) & 914 (E) dated 29.12.2011 as regards monetary long term assets and liabilities. Consequently, the resulting gain or loss on account of exchange difference on settlement or on translation is so far as they relate to depreciable assets is added or deducted from the cost of the asset.

xiv). Derivative Accounting

The Institute of Chartered Accountants of India has, in 2008, issued an announcement on ‘Accounting for Derivatives’ inter alia requiring provision for losses on all derivative contracts outstanding at the balance sheet date by marking them to market keeping in view the principle of prudence, other than for forward contracts to which Accounting Standard (AS) 11- ‘The Effect of Change in Foreign Exchange Rates’ is applicable. The Company has entered into Forward Contracts to hedge a firm commitment or a highly probable forecast transaction to which AS-11 is not applicable and hence, the Company has applied aforesaid announcement.

xv). Government Subsidy

Government subsidy related to shipbuilding contracts are recognized on compliance with the relevant conditions and is recognized in the Statement of Profit and Loss and presented under ‘Revenue from Operations’.

xvi). Operating Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operating leases. Operating lease payments / receipts are recognized as an expense / income in the Statement of Profit and Loss on a straight-line basis over the lease term.

xvii).Provisions for Current and Deferred Tax

Provision for Current Tax is made on the basis of taxable income under the provision of the Income Tax Act, 1961.

Deferred Tax resulting from “timing differences” between book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognised and carried forward only to the extent that there is a reasonable certainty that the asset will be realised in future.

In accordance with the guidance note issued by Institute of Chartered Accountants of India, the Company recognises MAT Credit as an asset only to the extent ,the probability exists that the Company will become liable to pay normal Income Tax during the specified period as per provision of the Income Tax Act, 1961.

xviii).Provisions, Contingent Liabilities and Contingent Assets

A provision is made based on reliable estimate when it is probable that an outflow of resources embodying economic benefits will be required to settle an obligation. Contingent liabilities, if material, are disclosed in notes forming part of financial statements. Contingent Assets are not recognized/ disclosed.

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH 2013


39


As at As at31.03.2013 31.03.2012` in Crores ` in Crores

2. SHARE CAPITAL

Authorised Capital

100000000 (P.Y. 100000000) Equity Shares of 10/- each` 100.00

Issued Subscribed and Paid up

Reconciliation:

31.03.2013 31.03.2012

Equity Shares of 10/- each fully paid up. `

As per last Balance Sheet 50921801 50921801 50.92

Issued during the year - -

As at the end of the year 50921801 50921801 50.92

No of shares

100.00

50.92

50.92

a) The Company has only one class of shares referred to as Equity Shares having par value of ̀ 10/-. Each holder of equity share(s) is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders.

b) None of the above shares are reserved for issue under options and contract / commitments for sale of shares or disinvestment.

c) 33648204 (P.Y.31110594 ) Equity Shares of ̀ 10/- each are held by the holding company ABG International Pvt. Ltd.

d) Shares allotted, as fully paid up, pursuant to contract(s) without payment being effected in cash / bonus shares /bought back / forfeited/ calls unpaid in the previous 5 years - NIL

e) Shareholders holding above 5% Equity Shares with voting rights in the company.

Sr. No

Name of the shareholder

No of equity

shares held

% No of equity

shares held

%

1 ABG International Private Ltd. 33,648,204 66.08

2 Religare Finvest Ltd. 5,197,281 10.21

31.03.2013 31.03.2012

RESERVES AND SURPLUS3.

61.09

5.56

31,110,594

2,833,561

(iii)

Opening balance 175.67

Add: Transferred from Surplus in Statement of Profit and Loss 91.00

Less: Transferred to General Reserve during the year -

Closing balance 266.67

Debenture Redemption Reserve

117.00

92.00

33.33

175.67

(i)


Add: Transferred from Warrant Forfeiture Account -


Capital Reserve

-

31.87

31.87

(ii)


Added / Utilised / Transferred during the year -


Securities Premium Account

235.00

-

235.00


40



4 A. LONG TERM BORROWINGS

(a) Debentures

Secured -

(b) Term Loans

From Banks

Secured 721.79

Unsecured 40.62

(c) Vehicle loans

From Banks

Secured 0.12

From Others

Secured 0.10

762.63

(iv)


Revaluation Reserve

Less: Utilised to set off against depreciation 1.29


(v)



Add: Transferred from Debenture Redemption Reserve -


(vi)

Opening balance -

Less: Transferred to Capital Reserve during the year -

Closing balance -

(vii) Surplus in Statement of Profit and Loss


Add: Profit for the year 107.13

596.05

Less:

Transferred to Debenture Redemption Reserve 91.00

Transferred to General Reserve 10.00


1,519.46

General Reserve

Warrant Forfeiture Account

44.87

1.36

43.51

389.32

16.00

33.33

438.65

31.87

31.87

-

416.63

180.29

596.92

92.00

16.00

488.92

1,413.62

233.33

769.99

247.50

0.24

0.13

1,251.19


41


4 B (i) Details of Debentures issued by the Company` in crores

Particulars Security Terms of repayment

Non Current Current Non Current Current

a) 11.40% 2000 Non Convertible

Redeemable Debentures (NCD) of

`100000/- each issued to

ICICI Bank Ltd Secured - Residual charge on the

company’s immovable and movable

Payable on 09.05.2013 - 160.00 -

Tata Capital Ltd. Payable on 09.05.2013 - 40.00 -

b) 12.30% 1000 Non Convertible


`100000/- each issued to Life

Secured - First pari passu

charge on the companys

immovable and movable fixed

assets of Dahej plant

Payable on 15.12.2013 -

66.67

33.33

33.33

-

266.67

233.33

33.33

` in crores



Term loans from banks

Foreign Currency Loan Payable in half yearly installments upto Sep 2016

27.19

16.32

Foreign Currency Loan Payable in quarterly Installments upto April 2015

25.29

20.23

Rupee Term Loan - Consortium Secured - First pari-passu charge on the company's immovable & movable fixed assets of Dahej plant present and future

Payable in quarterly Installments upto March 2015

84.14

67,94

Rupee Term Loan Payable in quarterly Installments upto Jan.2017

10.60

4.57

Rupee Term Loan Payable in quarterly Installments upto June.,2017

149.92

39.88

Rupee Term Loan Secured - on current and fixed assets of the company at Dahej Yard

Subservient charge Payable in monthly upto Oct 2013

installments -

Rupee Term Loan Secured - way of hypothecation of entire movable fixed assets of DahejShipyard and Rig yard of the Company

Second charge by Payable in quarterly upto Dec. 2014

installments 18.75

31.25

As at 31.03.2013 As at 31.03.2012

As at 31.03.2013 As at 31.03.2012

4 B (ii) Details of Terms of repayment for other long term borrowings and security provided in respect of the secured other long-term borrowings

Insurance Corporation of India (LIC)

fixed assets at Dahej plant

160.00

40.00

35.78

10.22

42.79

19.02

150.67

64.16

14.20

3.60

192.80

42.88

200.00

-

43.75

6.25

200.00

Rupee Term Loan Secured - charge on movable and immovable fixed assets of the Dahej Shipyard and Rigyard and mortgage on GIDC and private Land at DahejCorporate Guarantee of holding company.

First pari-passu Payable in quarterly upto July 2015

installments 220.00

40.11

247.50

27.50

Rupee Term Loan Secured - First pari-passu charge on movable and immovable fixed assets of the Dahej Shipyard and Rigyard and mortgage on GIDC and private Land at DahejCorporate Guarantee of holding company.

Payable in quarterly upto March 2016

installments 80.00

15.00

90.00

10.00

Rupee Term Loan Secured - First pari-passu charge on the assets of third party. Corporate guarantee of third party. Pledge of shares of the third party and nondisposal undertaking on unpledged shares in theshare capital of third parties

Payable in quarterly installments upto Dec 2017

20.90 0.11 - -

Rupee Term Loan Secured - First charge on the assets of third party Subservient charge on all immoveable andmoveable fixed assets of the Dahej yard and personal and corporate guarantee of third party.

Payable in quarterly installments

upto March 2018

85.00

-

-

-

Rupee Term Loan Unsecured- Pending creation of security

Payable in quarterly till Oct 2015

installments 40.62 29.02 - -

762.41

464.43

1,017.49

183.63


42



` in crores



As at 31.03.2013 As at 31.03.2012

0.22 0.33 0.37 0.40

Vehicle Loans

From Banks Payable in monthly installmentsupto May 2015

0.12

0.21

0.24

0.09

From Others Payable in monthly installmentsupto April 2015

0.10

0.12

0.13

0.23

Secured - Hypothecation ofindividual assets financed


762.63 464.76 1,017.86 184.03

6.

i) 4.79 4.37

ii) 4.33 4.59

9.12 8.96

LONG TERM PROVISIONS

5.

Tax effect of items constituting deferred tax liability

On account of profit on Projects under completion 593.99

593.99 Tax effect of items constituting deferred tax asset

On account of gratuity liability and leave encashment liability 3.87

DEFERRED TAX LIABILITY / ASSET

On account of expenses allowable on delivery of ships 24.84

On account of unabsorbed depreciation (net) 38.27

On account of disallowances 0.90

67.88

526.11 Deferred Tax Liability (net)

500.54

500.54

3.73

17.15

13.05

0.32

34.25

466.29

7. Security

From Banks:

a)

Rupee Short Term Loan Secured-Subservient charge on the current assets

and movable fixed assets Dahej Shipyard & Rigyard.

Rupee Short Term Loan Secured-Subservient charge on the movable fixed

assets Dahej Shipyard & Rigyard.


of the company, present and future.

Rupee Short Term Loan Secured- Charge on immovable property at Dahej

yard. Corporate Guarantee of third party.

Rupee Short Term Loan Secured- Charge on current assets of the company.

Rupee Short Term Loan Unsecured

Short term loans

A - SHORT TERM BORROWINGS

68.58

-

29.00

30.00

-

95.31

-

33.31

60.00

-

29.96

320.00

Provision for Gratuity

Provision for Leave Encashment

Provision for Employee benefits

4 C. The Company has defaulted in repayment of loans and interest in respect of the following

Particulars As at 31.03.2013 As at 31.03.2013 As at 31.03.2013 As at 31.03.2013 As at 31.03.2012 As at 31.03.2012

Rs. in crores Period in days Rs. in crores Period in days Rs. in crores Period in days

Principal Principal Interest Interest Principal/Interest

Debentures issued to LIC 33.33 107 - - - -

Foreign Currency Loans 5.44 19 0.35 19 - -

Rupee Term Loan 37.19 1-182 13.54 1- 91 - -


43



7. SecurityA - SHORT TERM BORROWINGS

b) Commercial Paper Unsecured -

c) Export Packing Credit Secured - Assets both immovable and movable 654.33

excluding movable and Immovable fixed assets

of Dahej plant .

d) Cash Credit Secured- Assets both immovable and movable 1,227.79


of Dahej plant .

e) Others - payable on demand Secured- Assets both immovable and movable 69.29


of Dahej plant .

Unsecured 282.99

f) Vehicle Loans Secured - Hypothecation of the individual assets financed.

-

From Others:

a) Commercial Paper Unsecured -

b) Inter Corporate Deposits

Unsecured 12.95

c) Vehicle Loans Secured- Hypothecation of the individual assets financed.

-

2,470.24

248.60

683.14

444.43

107.77

-

0.01

58.45

23.00

0.01

2,008.68

7 B. The Company has defaulted in repayment of loans and interest in respect of the following

Particulars As at 31.03.2013 As at 31.03.2013 As at 31.03.2012 As at 31.03.2012

` in crores Period of default ` in crores Period of default

in days in days

Loans from banks

Principal 135.08 35-63 29.96 14

Interest 3.60 1-52 0.50 1

Others - payable on demand 69.29 2-61 54.51 7-24

Inter Corporate Deposits 11.95 4-161 - -


44

8.

(i) Sundry Creditors for Goods & Expenses 359.82

(ii) Acceptances - banks 964.45

1,324.27

9.

(i) Current Maturities of long-term debt [Refer note 4B]

a. Non Convertible Redeemable Debentures (NCD) 266.67

b. Term Loans - from Banks 464.43

c. Vehicle loans

From Banks 0.21

From Others 0.12

(ii)

Interest accrued & due on borrowings 18.74 (iii)

Interest accrued but not due on borrowings 12.45 (iv)

Advance from customers 2,877.79 (v)

Unclaimed Dividends* 0.12 (vi)

Unclaimed Share Application Money* - (vii)

Other Payables

3,914.94

10.

Provision for employees benefits

Income Tax (Net of prepaid taxes) 47.83



TRADE PAYABLES

SHORT TERM PROVISIONS

OTHER CURRENT LIABILITIES

The Company has no amounts due to suppliers under MSMED as at 31st March, 2013 (P. Y. Nil). The information relates to such vendors identified as micro,small and medium enterprises as per information available with the Company.

(i) Principal amount remaining unpaid to any supplier as at the end of the accounting year

(ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year

(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day

(iv) The amount of interest due and payable for the year

(v) The amount of interest accrued and remaining unpaid at the end of the accounting year

(vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid

Payables on purchase of fixed assets

Acceptances - banks 215.70

Others 42.74

(viii)

Statutory remittances 10.64

Trade / security deposits received 5.18

Others 0.15

*To be credited to Investor Education and Protection Fund, when due

Gratuity 1.42 Leave encashment 1.33

-

-

-

-

-

-

-

-

-

-

-

-

281.60

801.54

1,083.14

33.33

183.63

0.17

0.23

0.50

23.51

2,045.97

0.12

0.11

2,563.45

34.86

Provision for warranty 3.64

54.22

2.96

40.37

180.86

86.66

3.61

4.63

0.12

1.09 1.46


45


i) Certain part of the land is yet to be registered in the name of the Company.

31.03.2013 31.03.2012 ` in crores ` in crores

ii) Depreciation & Amortisation & Impairment relating to continuing operations:

Depreciation & Amortisation & Impairment for the year on tangible assets 103.87 99.36

Depreciation & Amortisation & Impairment for the year on intangible assets 1.13 1.25

105.00 100.61

Less: Utilised from revaluation reserve 1.29 1.36

Depreciation & Amortisation on discontinuing operations - -

Depreciation, Amortisation & Impairment relating to continuing operations 103.71 99.25

iii) Impairment charges of ̀ 0.24 crores (P.Y. Nil) i.e. on Office Equipment ̀ 0.14 crores and on Software ̀ 0.10 crores has been included in Depreciation, Amortisation & Impairment expense in the Statement of Profit and Loss.

iv) No amounts were written off due to reduction of capital / written off on revaluation or were added to assets on revaluation during the previous 5 years.

v) Borrowing cost capitalised ̀ 176.14 crores (P.Y ̀ 166.41 crores)

vi) On the basis of the report of Chartered Engineers and Government approved Valuers, the Company had revalued the Freehold Land, Factory Building, Other Building and Dry Docks on 30th June, 1994 and again on 30th June 2002 and consequently an amount of ̀ 10.90 crores and ̀ 59.99 crores respectively being the differences between the amount of fair market value of the same and depreciated value as per books as on those dates, have been added to the value of Fixed Assets and corresponding credit shown as Revaluation Reserve.

Consequent to the revaluation there is an additional depreciation of `1.29 crores (P.Y. ` 1.36 crores), which has been withdrawn from Revaluation Reserves and credited to Statement of Profit and Loss.

11.

PARTICULARS G R O S S B L O C K D E P R E C I A T I O N / A M O R T I S A T I O N /I M P A I R M E N T

N E T B L O C K

At cost / Valuation

AS AT ADDITIONS DELETIONS/ AS AT AS AT ADDITIONS DELETIONS/ AS AT AS AT AS AT

01.04.2012 DURING ADJUSTMENTS 31.03.2013 01.04.2012 DURING ADJUSTMENTS 31.03.2013 31.03.2013 31.03.2012

THE YEAR DURING THE YEAR DURING

THE YEAR THE YEAR

TANGIBLE ASSETS

LAND

FREE HOLD LAND 1.97

4.70

-

-

-

-

83.32 86.05

LEASE HOLD LAND -

-

0.36

0.08

-

0.44

7.27 7.35

FACTORY BUILDING 18.29

-

114.92

39.36

-

154.28

374.64 395.71

BUILDING 27.25

0.16

13.09

4.10

0.01

17.18

105.25 82.25

PLANT AND MACHINERY 65.39

1.34

149.02

57.25

1.00

205.27

427.30 419.50

OFFICE EQUIPMENT 0.08

0.22

2.26

0.63

0.20

2.69

2.91 3.48

FURNITURE & FIXTURES 0.14

0.55

2.25

0.35

0.54

2.06

1.54 1.76

VEHICLES 0.43

0.64

8.29

1.66

0.48

9.47

4.63 6.02

COMPUTERS 0.14

0.16

4.10

0.44

0.16

4.38

0.68 0.98

113.69

7.77

294.29

103.87

2.39

395.77

1,007.54 1,003.10

INTANGIBLE ASSETS

SOFTWARE 0.08

-

5.35

1.13

-

6.48

1.64 2.69

0.08

-

5.35

1.13

-

6.48

1.64 2.69

T O T A L 113.77

7.77

299.64

105.00

2.39

402.25

1,009.18 1,005.79

Previous Year 193.11 3.20 200.14 100.61 1.11 299.64 1,005.79

Capital Work-in-progress 412.49 101.17

FIXED ASSETS(` in crores)

86.05

7.71

510.63

95.34

568.52

5.74

4.01

14.31

5.08

1,297.39

8.04

8.04

1,305.43

1,115.52

83.32

7.71

528.92

122.43

632.57

5.60

3.60

14.10

5.06

1,403.31

8.12

8.12

1,411.43

1,305.43

1,417.39 1,728.71


46


vii)

Particulars

Land , Building and Site development 232.29

Plant & Machinery :*

Main Plant & Machinery 812.12

Cranes 66.77

Jetty 2.98

Others 1.66

Sub Total 1,115.82

Preoperative expenses (Pending Allocation) :

Rent 3.16

Travelling & Conveyance 6.78

Finance Charges 659.57

Personnel Expenses 18.86

Communication Expenses 0.33

Professional & Technical Fees 7.36

Depreciation 14.33

Other Site Expenses 3.67

Sub Total 714.06

Total 1,829.88

Less: Capitalised/Adjusted during the year 101.17

Grand Total 1,728.71

Details of Capital work in progress: (CWIP)

Ship and Rig Yard

31.03.2013 31.03.2012` in Crores ` in Crores

During the year, ` 101.18 crores (P. Y. ` 129.85 crores) pertaining to completed assets ready to be put to use has been capitalized along with proportionate expenditure. The capitalization of proportionate expenditure is based on technical evaluation of the project by an independent valuer.

viii) The company has chosen to avail the option under AS-11 notification issued by Companies (Accounting Standard) Amendment Rules 2011 GSR 913 (E) & 914 (E) dated 29.12.2011 issued by Ministry of Corporate Affairs. The company has exercised the option with respect to foreign currency long term loan availed by it. The company has no other long term monetary Assets / Liabilities.

Due to the exercise of aforesaid option, the impact on Statement of Profit & Loss for the year is a Gain of ̀ 6.68 crores (P.Y. Gain ` 14.20 crores) due to foreign currency exchange loss (net) which has been capitalized with CWIP.

ix) Acquisition through business combinations / Assets reclassified as held for sale - Nil (P.Y. Nil)

231.77

662.80

77.26

63.22

15.06

1,050.11

3.49

7.05

441.95

16.38

0.36

8.10

15.80

4.00

497.13

1,547.24

129.85

1,417.39

*Includes Goods in transit of ` 66.05 crores (P. Y. ` 2.26 crores)


47

12.

Non Trade - At cost

Quoted

In Equity Shares

In subsidiary

177001303 (P. Y.177242875) Equity Shares in Western India Shipyard Ltd. f ` 2/- each fully paid up

o 35.40

Unquoted

In Equity Shares

In subsidiaries :

10000 (P.Y.10000) Equity Shares in ABG Shipyard Singapore Pte. Ltd. of SGD 1/- each fully paid up

0.03

10000 (P.Y. 10000) Equity Shares in ABG FPSO Pvt Ltd of 10/- each fully paid up` 0.01

In Others:

271002 (P.Y. 271002) Equity Shares in ABG Business Ventures Pte. Ltd., Singapore of SGD 1/- each fully paid up

0.92

In Preference Shares

In subsidiaries :

4212100 (P.Y. 4297100) 1% Preference Shares in ABG Shipyard Singapore Pte. Ltd.Of USD 1/- each fully paid up.

187.84

In Partnership Firm

Capital in partnership firm Vipul Shipyard 5.82

230.03

Details of Investment in partnership firm Vipul Shipyard , Surat 31.03.2013 31.03.2012

Capital Account 5.82 5.82

Current Account 27.79 29.50

Total Capital of Vipul Shipyard 5.84 5.84

Partners details Share in

profits/losses

Share in

profits/losses

ABG Shipyard Ltd. 98.00% 1.00%

ABG International Pvt. Ltd. and ABG Resources Pvt. Ltd. - 98.00%

ABG International Pvt. Ltd. 1.00% -

ABG Resources Pvt. Ltd. 0.60% -

Others 0.40% 1.00%


NON-CURRENT INVESTMENTS


1) Aggregate amount of quoted investments ̀ 35.40 crores (P.Y ̀ 35.45 crores)

2) Aggregate market value of quoted investments ̀ 48.68 crores (P.Y. ̀ 119.11 crores)

3) Aggregate amount of unquoted investments ̀ 194.63 crores (` Rs.198.41 crores)

4) 172223628 (P.Y 172465200) Equity shares of the subsidiary - Western India Shipyard Ltd. have been pledged with banks in respect of facilities availed by such subsidiary company from the banks.

5) Details of Partners, capital and shares in the firm are as under:

35.45

0.03

0.01

0.92

191.63

5.82

233.86

1000 (P.Y. NIL) Equity Shares in Varada Seven Pte. Ltd. of USD 1/- each fully paid up 0.01 -


48



13.

(Unsecured, considered good)

Capital Advances 63.27

Security Deposits [Refer Note 39] 128.64

Due from Government authorities

MAT Credit Entitlement 165.65

Added during the year 34.75

Less: Utilised [Refer Note 29] -

200.40

Service tax credit receivable - deferred 12.52

60.00

464.83

14.

(As taken, valued & certified by management)

Raw Material and Components

In stock 496.44

In transit 570.99

1,067.43

Work in Progress

On Percentage completion basis 8,048.15

(Contract costs & recognised profit)

Less: Progress Money from Customers 4,842.30 3,205.85

Finished goods 79.04

4,352.32

Finished goods represents completed ship where invoicing and protocol of acceptance is pending.

15.

(Unsecured, Considered good)

Outstanding for more than six months from due date of payment 46.86

Others 8.44

55.30

16.

Cash in hand 0.11

Balances with Banks:

i) In Current Accounts 19.23

iii) In Fixed Deposits 6.01

25.55Out of the above :

Fixed deposit with maturity of more than twelve months -

LONG-TERM LOANS AND ADVANCES

INVENTORIES

TRADE RECEIVABLES

CASH AND BANK BALANCE

271.80

239.57

130.55

55.77

20.67

165.65

12.52

-

689.54

Loans and advances to related parties [Refer Note 39]

782.96

116.05

899.01

2,282.78

79.04

3,260.83

56.71

5.93

62.64

0.12

79.82

283.21

363.52

279.22

Fixed deposit with bank held as security against short term borrowing 6.01 -

ii) In EEFC Accounts 0.08 0.14

iv) In Eamarked Accounts

Unclaimed dividend accounts 0.12 0.12

Unclaimed share application money accounts - 0.11


49

17.


Loans and Advances to related parties: [Refer note 39]

Current Account in Partnership Firm 27.79

Advance for supplies / services 833.40

Loans to Subsidiaries 26.18

1,168.03 Others:

Advance to suppliers 789.88

Prepaid Expenses 300.16

Employee Advances 6.25

Inter Corporate Deposits 17.00

Balance with Government Authorities

Service Tax Refundable / Credit 4.01

Vat credit 0.27

Income Tax 0.02

4.30

1,117.59

2,285.62

SHORT-TERM LOANS AND ADVANCES



Insurance Claims Receivable 5.58

18.

Subsidy 455.79

Interest accrued

480.37

OTHER CURRENT ASSETS

Details of Loans and Advances in the nature of loan to subsidiaries: ` in crores

Sr. No. Name of the Company As at 31.03.2013 As at 31.03.2012

1 Western India Shipyard Ltd. 25.00 25.00

2 ABG FPSO Pvt. Ltd. 1.18 1.18

3 ABG Shipyard Singapore Pte. Ltd. * 0.00 0.00

Amount

outstanding

Amount

outstanding

Maximum amount

outstanding during

the year

Maximum amount

outstanding during

the year

Fixed deposits with bank 0.01

Inter Corporate deposits 2.87

*Amount less than 0.01 crore`

Other Loans and advances 280.66

29.50

356.61

25.92

412.16

563.45

323.88

5.81

15.00

2.04

4.04

0.02

6.10

914.24

1,326.40

0.13

25.00 25.00

0.91 0.91

0.00 0.00 *

Receivables on sale of fixed assets 0.67 Others 15.45

14.23

473.90

526.65

27.49

1.13

- 9.90



50

Year ended Year ended31.03.2013 31.03.2012` in Crores ` in Crores

19.

Manufacturing

Ships 1,463.80

Rigs 481.48

Trading

Services - Ship Repair 86.83

Other operating Revenue

Subsidy 50.50

Excise and duty refunds 5.63

2,099.65

REVENUE FROM OPERATIONS


21.

Steel 181.17

Components and others 922.51

1,103.68

21.

-

10.28

22.

(Included in work in progress on percentage completion basis)

Opening Work In Progress 226.56

Closing Work In Progress 345.54

(Increase) / Decrease in Work in progress (118.98)

CONSUMPTION OF RAW MATERIALS & COMPONENTS A.

B. PURCHASE OF TRADED GOODS

CHANGES IN INVENTORIES - WORK IN PROGRESS

23.

Salaries Wages and other benefits 63.39

Contribution to Provident and other funds 3.89

Staff Welfare Expenses 18.62

85.90

EMPLOYEE BENEFITS EXPENSE

1,063.04

1,279.20

1.32

39.05

7.48

2,391.77

146.36

1,070.83

1,217.19

1.34

1.34

20.

Interest on:

Net Profit/(loss) on sale of current Investments -

Net Profit/(loss) on sale of non current Investments 0.03

Other Non operating Income :

Insurance Claims 2.66

Sundry balances written back 11.56

Miscellaneous Receipts 5.45

49.68

OTHER INCOME


Inter Corporate deposit 1.94

Others 15.20

1.90

-

1.35

2.91

0.30

40.92

31.85

1.25

1.53

Profit on Sale of Assets (net) 8.25 (0.17)

10.28 -

Crane

Steel

256.28

226.56

29.72

63.19

3.73

18.52

85.44

Steel 11.41 -

Crane - 1.68


51



24.

Interest Expense on borrowings 272.20

Guarantee Commission (net) 42.67

Difference in Exchange on foreign currency transaction / translation (net) 4.98

Other Borrowing Costs 44.04

401.30

25. OTHER EXPENSES

FINANCE COST

Consumption of stores 47.46

Contractors Charges 149.65

Power and Water 13.90

Repairs & Maintenance

- Plant & Machinery 3.41

- Buildings 0.27

- Others 1.17

Other Manufacturing Expenses 7.64

Inspection and Survey Expenses 5.13

Office Expenses 8.00

Rent Rates & Taxes 5.77

Insurance 24.89

Printing & Stationery 0.30

Postage Telephone & Telex 1.13

Travelling & Conveyance 8.02

Professional Charges 14.26

Payment to Auditors 1.00

Donations & Charities 4.44

Prior Years Expenses 0.11

Selling & Distribution 42.05

53.72

147.32

12.26

8.84

0.06

2.13

24.72

6.88

7.44

6.51

32.25

0.33

1.17

13.53

13.51

0.87

4.63

0.27

47.93

Forward Cover Loss/ (Gain) (net) 49.91

Loss from Partnership Firm 1.20

Miscellaneous Expenses 0.03

389.74

1.54

0.04

4.28

390.23

226.80

27.04

49.11

27.70

330.74

Other Interest 37.41 0.09


52


26. Capital commitments on contracts remaining to be executed on capital account and not provided for, are estimated atRs. in crores

27. (a) Contingent liabilities not provided for Rs. in crores

(b) Contingencies provided for in accordance with AS 29 issued by the Institute of Chartered Accountants of IndiaRs. in crores

The contingencies provided are in respect of estimated warranties on sold hulls.

28. In the opinion of the management, Current Assets, Loans and Advances have value in realisation in the ordinary course of business at least equal to the amount at which they are stated.

29. The Company has made Application u/s 245 C of Income Tax Act 1961, before Hon’ble Settlement Commission, Mumbai for the A.Y. 2004-05 to 2010-11. The Application for settlement has been admitted u/s 245 D (1) by Hon’ble Settlement Commission vide order dated 29th March 2012. The company has paid taxes of Rs.7.70 crores and utilised credit u/s 115JAA of the Income Tax Act ,1961 to the extent of Rs. 20.67 crores. The tax expense and utilisation are included in Current Tax for earlier years and MAT credit utilised, respectively.

30. Exchange fluctuation included in the Statement of Profit and Loss is a loss of Rs.170.15 crores and gain of Rs.123.14 crores (P.Y. loss Rs. 202.99 crores - gain Rs.117.87 crores). Out of this, a net loss of Rs.42.03 crores (P Y.net Rs.36.00 crores) is related to material and included in consumption.

31 i) Value of goods imported on C.I.F. basis : ̀ in crores

ii) Consumption of Steel and Components during the year:

PARTICULARS 31st March 2013 31st March 2012

a) Capital Goods 133.24

b) Raw Materials Steel 13.60

c) Components & Others 1,141.61

PARTICULARS

` in crores % ` in crores %

Raw Materials (Steel) :

a) Imported 141.70 12.84

b) Indigenous 39.47 3.58

Components & Spare Parts :

a) Imported 762.90 69.12

b) Indigenous 159.61 14.46

31st March 2013 31st March 2012

Particulars 31st March 2013 31st March 2012

Tangible Assets 213.32

Intangible Assets -

213.32


In respect of Performance/ Delivery Guarantees given by banks to the buyers 163.20

Corporate guarantees to banks in respect of facilities granted to group companies 1,305.06

Other bank guarantees 42.40

Claims against the company not acknowledged as debts 2.29

Claims in respect of indirect taxes 10.23


Carrying amount as at the beginning of the year 2.96

Provision (net of utilisation) during the year. 0.88

Unused amount reversed during the year. -

Balance at the end of the year 3.64

31.94

0.10

32.04

96.74

1,038.26

28.87

0.79

2.58

2.08

0.88

-

2.96

54.35

74.05

970.42

9.44

2.58

82.52

5.46

114.90

31.46

1,004.45

66.38


53

iii) Earnings/ expenditure in foreign exchange (on accrual basis): ̀ in crores

iv) Remittance of dividend in foreign currency

The company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by / on behalf of non resident shareholders. The particular of dividend declared and paid to non resident shareholders during the year are as under:-

` in crores

32. Auditors’ Remuneration: (excluding service tax ) ̀ in crores

33. Disclosure in respect of Operating Leases (Assets taken on lease):

(a) The company has taken commercial / residential premises under cancellable operating leases. The lease agreements are usually renewable by mutual consent on mutually agreeable terms.

(b) The expenses in respect of operating leases are accounted in Other Expenses under Note No 25.

34. Disclosure in accordance with 'AS -7 Accounting for Construction Contracts' issued by the Institute of Chartered Accountants of India:

` in crores

The Gross amount due from customers reflects the net amount for all contracts in progress for which cost incurred plus recognised profit (less recognised losses) exceeds progress billing.

The Gross amount due to customers reflects the net amount for all contracts in progress where progress billing exceeds cost incurred plus recognised profits (less recognised losses).

Out of the above, during the year, advances from customers to the extent of work done amounting to Rs.4598.83 crores .(P.Y.Rs 4245.91 crores) is included in adjustment against Work in Progress in Note No 14. Advances received in excess of work done and advances pending commencement of work are disclosed in Other Current Liabilities in Note No 9.



Earnings:

Export Sales on FOB basis 559.81

Expenditure:

Legal & Professional Fee 0.58

Advertisement and Business Promotion 14.56

Interest & Other Charges 72.83

Travelling and Other Matters 24.45


Non resident Shareholders (Nos.) -

Equity shares held (Nos.) -

Dividend paid relating to previous year ( in crores)` -


Audit Fee 0.36 0.36

Taxation matters 0.20 0.20

Certification and other Professional Services 0.33 0.22


a. Contract revenue recognized as revenue in the year 1,784.59

b. Contract cost incurred and recognized profits 7,702.62

c. Advances received from above customers 5,025.78

d. Gross amount due from customers for contract work 3,103.79

e. Gross amount due to customers for contract work 426.95

Other Income 84.14

845.87

4.01

29.65

16.35

11.53

0.06

501

5,295,751

2.12

2,356.01

6,435.53

4,594.00

2,189.62

348.09


54

35. The disclosures required under Revised Accounting Standard 15 ‘Employee Benefits’ notified in the Companies (Accounting Standards) Rules 2006, are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under: ` in crores

Defined Benefit Plan

The employees’ gratuity fund scheme managed by SBI Life Insurance is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in same manner as gratuity.

` in crores


Employer’s Contribution to Provident Fund 3.09

Employer’s Contribution to Pension Scheme 0.80


3.00

0.73

st31 March st31 March st31 March st31 March

2013 2012 2013 2012

Gratuity Leave Encashment

(Funded) (Unfunded)

Particulars

a. Reconciliation of opening and closing balances of Defined Benefit obligation

Defined Benefit obligation at the beginning of the year 5.71 6.06

Current Service Cost 0.88 0.96

Interest Cost 0.46 0.48

Actuarial (gain) / loss (0.58) (0.67)

Benefits paid (0.21) (1.16)

Defined Benefit obligation at the year end 6.26 5.67

c. Reconciliation of fair value of assets and obligations

Fair value of plan assets as at year end 0.05 -

Present value of obligation as at year end 6.26 5.67Amount recognised in Balance Sheet 6.21 5.67

d. Expenses recognised during the year

Interest Cost 0.46 0.48Expected return on plan assets (0.02) -Actuarial (gain) / loss (0.56) (0.67)Net Cost 0.76 0.77

e. Investment Details

SBI Group Gratuity (Cash Accumulation) Policy 100

0.96Current Service Cost 0.88

% investedstAs at 31

March 2013

stAs at 31

March 2012

b. Reconciliation of opening and closing balances of fair value of plan assets

Fair value of plan assets at beginning of the year 0.25

Expected return on plan assets 0.02

Actuarial gain/(loss) (0.01) --

Employer contribution 0.01 -Benefits Paid (0.21)

Fair value of plan assets at the year end 0.06 -

-

-

-

4.22

0.85

0.34

0.56

(0.26)

5.71

0.255.705.45

0.34

(0.04)

0.56 1.72

100

0.85

0.48

0.04

(0.01)

-(0.26)

0.25

3.80

1.05

0.30

1.47

(0.56)

6.06

-

6.066.06

0.30

-

1.472.82

1.05

--

-

-

-

-

-


55

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary and relied upon by auditors.

36. Calculation of Earning per share (EPS) ̀ in crores

37. The company primarily operates in one business segment only i.e. manufacturing which is the only reportable segment. There is no other segment which satisfies the threshold limit as per Accounting Standard -17, issued by Institute of Chartered Accountants of India.

Secondary segment (Geographical Segments): ̀ in crores

38. Information on Foreign Currency Exposure:

(a) Outstanding forward exchange contracts/ options entered by the company for the purpose of hedging its foreign currency exposures are as under: In crores

(b) Notional value of interest rate swaps to hedge against fluctuation in interest rate is USD 0.80 crores (P.Y. USD 0.90 crores)

(c) Currency swap to hedge against fluctuations in exchange rate is Nil (P.Y. USD 1.80 crores)

(d) Foreign Currency exposure that is not hedged by derivative instruments is as under: In crores

* Amount less than 0.01 crores

(e) The Company has firm commitments in foreign exchange as regards both its payables and receivables. The company has applied the principle of hedge accounting contained in Accounting Standard 30 issued by the Institute of Chartered Accountants of India for its net firm commitment in receivables and payables in foreign exchange. In view of the same , Mark to Market difference (loss) as on 31st March, 2013 of Rs 3.36 crores (P. Y. gain Rs. 7.30 crores) does not have any


f. Actuarial Assumptions

Mortality Table (L.I.C)Discount rate (per annum) 8.00% 8.00% 8.00% 8.00%

Expected rate of return on plan assets (per annum) 8.00% 8.00% N.A N.A

Rate of escalation in salary (per annum) 5.00% 5.00% 5.00% 5.00%

1994-96 (Ultimate) 1994-96 (Ultimate)

31st March 2013

31st March 2012

31st March 2013

31st March 2012

31st March 2013

31st March 2012

457.74 1,641.92 2,099.66

OverseasDomestic Total

Revenue [as per AS 7 (revised)]

Segments

Currency

EURO

JPY

USD

Cross Currency Buy

31st March 2013

31st March 2012

31st March 2013

31st March 2012

USD - - -

USD - - -

- - - - 11.50

Sell

Payable / Receivable


8.72

GBP

SGD

Currency

USD

NOK

SEK

JPY

AED

AUD

EURO

PARTICULARS 31st March, 2013 31st March, 2012

Net profit as per Statement of Profit & Loss ( in crores)` 107.13

Weighted Av rage number of Equity shares of 10/- each fully paid upe ` 50921801

Earning per Equity Share of 10/- each fully paid up.` 21.04 (Basic & Diluted)

180.29

50921801

35.41

680.40 1,711.37 2,391.77

0.02

2.86

4.92

Payable


* 0.00

2.99

25.55

2.58

-

6.10

0.01

0.01

0.10

*0.00

1.93

22.23

11.90

4.31

1.71

0.01

-

0.10

*


56


material impact on the financial statements.

39. Related Parties Disclosure as per Accounting Standard (AS) 18:

A. LIST OF RELATED PARTIES

Holding Company ABG International Private Limited

Subsidiary / Controlling Stake Western India Shipyard LimitedABG Shipyard Singapore Pte. Ltd.Vipul Shipyard (Partnership Firm)ABG FPSO Private Limited

Fellow Subsidiary Companies ABG Cement LimitedPFS Shipping (India) LimitedABG Cement Holdco Private Limited ABG Solar Project Private LimitedBABA Gangaram Investment Services Private Limited ABG Energy LimitedABG Energy (Gujarat) Limited ABG Energy (MP) Limited Varada Marine Pte. Limited (Along with its SPV's)PFS Offshore Pte. Limited

Companies over which Directors / relatives ABG Infralogistics LimitedABG Power Private LimitedABG Cranes Private LimitedABG Foods Private LimitedABG Acquafarm Private LimitedABG Glass Private Limited ABG Engineering & Construction LimitedTirupati Landmark Private LimitedABG Mercantile & Investment Services Private Limited Eleventh Land Developers Private Limited ABG Resources Private Limited (formerly Second Land Developers Private Limited)ABG Motors LimitedABG Business Ventures Pte. LimitedBanal Investment & Trading Private LimitedJarrow Finance & Trading Private LimitedOnaway Industries LimitedAgbros Leasing & Finance Private LimitedAries Management Services Private Limited G.C. Property Private Limited Gold Croft Property Private Limited Somerset Estate Private Limited Nibodh Trading Private Limited (w.e.f. 3rd September, 2012)

ABG Energy Himachal Pradesh Limited Drilling & Offshore Pte. LimitedGlobal Bulk Carriers Pte. LimitedVarada Ventures Pte. Limited Varada Three Pte. Limited (w.e.f. 1st April, 2012)

Varada Five Pte. Limited (w.e.f. 23rd August, 2012)

Varada Six Pte. Limited (w.e.f. 24th August, 2012)

Varada Seven Pte. Limited (w.e.f. 24th August, 2012)

Individuals owning directly or indirectly Shri. Rishi Agarwalan interest in the voting power that gives them control or significant influence

Key Management Personnel Major Arun PhatakShri. Dhananjay Laxman Datar Shri. Ram Swaroop Nakra (upto 30th November, 2012)

are able to exercise control or significant influence


57


B. TRANSACTIONS WITH RELATED PARTIES

Sr.

No.

Nature of Transactions Holding

Company

Subsidiaries/

Controlling

Stake

Fellow

Subsidiary

Companies

Co. over

which

Directors /

relatives

are able to

exercise

significant

influence

Individuals

owning

directly or

indirectly

an interest

in the

voting

power that

gives them

control or

significant

influence

Key

Manage-

ment

Personnel

Total

31st March 2013

(` in crores)

control or

1 Revenue from Operations 0.42 87.77 152.62 246.21

( )1.68 ( )64.81 ( )78.48 ( )144.97

5.40

(0.00)

2 Rent Expenses 1.09 1.20

(1.04) (1.04)

3 Hire Charges 0.57 0.57

(0.79) (0.79)

4 Services Received 95.54 1.20 96.74

(0.00) (1.26) (1.26)

6 Payment to Key 2.59 2.59

Management Personnel ( )1.91 (1.91)

7 Purchase of Fixed Assets 0.00 7.12 7.12

( )0.09 ( )20.48 (20.57)

8 Sale of Fixed Assets 0.00 12.96

(0.09) ( )0.09

9 Investments 0.00 0.00

( )0.01 ( )0.01

10 Sale of Shares 0.01

( )0.00

11 Stage Payment Received (Net) 146.98 599.63

( )155.38 ( )353.21

5 Interest/Guarantee Commission/Other Income Charged

21.99 51.90 73.89

(0.00) (0.00) (0.00)

0.11

(0.00)

12.96

(0.00)

0.01

( )0.00

746.61

( )508.59

12 Loans and Advances Given / 199.66 61.81 162.31 627.20

Repaid ( )101.21 ( )78.38 ( )107.91 ( )212.64

13 Loans and Advances Taken / 208.58 35.35 1.44 13.99

Refunded ( )111.08 ( )48.20 ( )77.05 ( )33.75

14 Deposits Given 0.00

( )42.00

15 Deposit Refund received 110.00

(0.00)

0.12

( )0.00

0.36

( )0.00

0.00

( )42.00

110.00

(0.00)

1,051.10

( )500.14

259.72

( )270.08

164

Guarantees Taken 618.00 618.00

( .00)435

( )435.00

17 Guarantees Given 4 0.00 435.12 460.12

( )442.56 (0.00) ( )442.56

25.00

( )0.00


58


Sr.

No.


Company

Subsidiaries/

Controlling

Stake

Fellow

Subsidiary

Companies

Co. over

which

Directors /

relatives

are able to

exercise

significant

influence

Individuals

owning

directly or

indirectly

an interest

in the

voting

power that

gives them

control or

significant

influence

Key

Manageme

nt

Personnel

Total

31st March 2013

* Amount less than 0.01 crore

Notes :

1. Related Parties have been identified by the management and relied upon by the auditors.

2. Previous Years figures are shown in brackets.

3. Names of the Retaled Parties have been given in cases where the amount of transaction exceeds 10% of the total related party transactions of the same type.

4. Guarantees taken / given comprise of guarantees given to third parties on behalf of the Company / related parties.

Disclosure in respect of Related Party transactions during the year:

1 Revenue from Operations include Varada Marine Pte. Limited ̀ 76.58 crores (Previous Year ̀ 64.81 crores), Global Bulk Carriers Pte. Limited Rs. Nil (Previous Year ` 78.48 crores), Varada Three Pte. Limited ` 152.62 crores (Previous Year N.A.)

2 Rent Expenses include Tirupati Landmark Private Limited ` 0.08 crores (Previous Year ` 0.08 crores), Jarrow Finance & Trading Private Limited ` 0.10 crores (Previous Year ` 0.09 crores), Aries Management Services Private Limited ` 0.46 crores (Previous Year ̀ 0.38 crores), G.C. Property Private Limited ̀ 0.12 crores (Previous Year ̀ 0.09 crores), Gold Croft Property Private Limited ` 0.12 crores (Previous Year ` 0.09 crores), Somerset Estate Private Limited ` 0.12 crores (Previous Year ̀ 0.09 crores), ABG Power Private Limited ̀ 0.09 crores (Previous Year ̀ 0.22 crores)

3 Hire Charges paid to ABG Infralogistics Limited ̀ 0.57 crores (Previous Year ̀ 0.79 crores)

4 Services Received from Western India Shipyard Limited ` 95.54 crores (Previous Year ` Nil), ABG Resources Private

`

control or

Outstanding Balances as

on 31st March 2013

Receivables 3.37 45.66 63.85

(2.87) ( )53.51 (65.07)

Advance from customers 1,152.61 1,902.02 3,054.63

( )1,060.02 ( )1,445.81 ( )2,505.83

Loans and Advances Given 53.97 208.52 965.54 1,228.03

(91.57) ( )48.09 (272.50) (412.16)

Loans and Advances Taken 0.00 0.00 0.00

( )3.43 (0.64) ( )4.07

Deposits Given 123.00 123.00

(233.00) ( .00)233

Guarantees Taken 4

1,053.00 1,053.00

( )435.00 ( .00)435

Guarantees Given 4 88.60 1,046.02 979.02 2,113.64

( )497.56 ( )992.16 (511.20) ( )2,000.92

Payables *0.00

(0.00)

42.48

(28.90)

0.67

(0.00)

31.67

(0.00)

14.15

( )8.69

10.55

(28.90)

0.26

(0.00)


59

Limited ̀ 1.20 crores (Previous Year ̀ 1.20 crores)

5 Interest/ Guarantee Commission/ Other Income Charged to Varada Marine Pte. Limited ` 21.99 crores (Previous Year ` Nil), ABG Engineering & Construction Limited ` 32.00 crores (Previous Year ` Nil), Varada Seven Pte. Limited ` 15.00 crores (Previous Year N.A.)

6 Payment to Key Management Personnel include to Major Arun Phatak ` 0.75 crores (Previous Year ` 0.64 crores), Shri. Dhananjay Datar ̀ 0.64 crores (Previous Year ̀ 0.31 crores), Shri. R. S. Nakra ̀ 1.20 crores (Previous Year ̀ 0.97 crores)

7 Purchase of Fixed Assets include from ABG Infralogistics Limited ` Nil (Previous Year Rs. 20.48 crores), ABG Cranes Private Limited ̀ 7.12 crores (Previous Year ̀ Nil)

8 Sale of Fixed Assets include to ABG International Private Limited Rs. 12.96 crores (Previous Year ` Nil), Western India Shipyard Limited Rs. Nil (Previous Year Rs. 0.09 crores)

9 Investments include ABG FPSO Private Limited ̀ Nil (Previous Year ̀ 0.01 crores)

10 Sale of Shares to ABG Mercantile & Investment Services Private Limited ̀ 0.01 crores (Previous Year ̀ Nil)

11 Stage Payment Received (Net) include from PFS Shipping (India) Limited ̀ 42.39 crores (Previous Year ̀ 82.19 crores), Varada Marine Pte. Limited ̀ 104.59 crores (Previous Year Rs. 73.19 crores), Global Bulk Carriers Pte. Limited ̀ 187.61 crores (Previous Year ̀ 353.21 crores), Varada Three Pte. Limited ̀ 170.54 crores (Previous Year N.A.), Varada Five Pte. Limited ̀ 170.76 crores (Previous Year N.A.)

12 Loans and Advances Given/ Repaid include ABG International Private Limited ` 199.66 crores (Previous Year ` 101.21 crores), Western India Shipyard Limited ` 60.51 crores (Previous Year ` 74.00 crores), PFS Shipping (India) Limited ` 161.00 crores (Previous Year ` 32.44 crores), ABG Cement Holdco Private Limited ` Nil (Previous Year ` 61.56 crores), ABG Engineering & Construction Limited ̀ 250.48 crores (Previous Year ̀ 161.28 crores), ABG Resources Private Limited ` 130.67 crores (Previous Year ̀ 35.53 crores), Varada Seven Pte. Limited ̀ 225.25 crores (Previous Year N.A.)

13 Loans and Advances Taken/ Refunded include ABG International Private Limited ̀ 208.58 crores (Previous Year ̀ 111.08 crores), Western India Shipyard Limited ` 34.00 crores (Previous Year ` 47.09 crores), ABG Cement Holdco Private Limited ̀ Nil (Previous Year ̀ 61.56 crores)

14 Deposits Given to ABG Resources Private Limited Rs. Nil (Previous Year ̀ 40.00 crores)

15 Deposit Refund Received from ABG Resources Private Limited ̀ 110.00 crores (Previous Year ̀ Nil)

16 Guarantees Taken from ABG International Private Limited ̀ 618.00 crores (Previous Year ̀ 435.00 crores)

17 Guarantees Given to ABG Shipyard Singapore Pte. Limited ` Nil (Previous Year ` 408.96 crores), Varada Ventures Pte. Limited ̀ 435.12 crores (Previous Year Rs. Nil)

40. The figures for the previous year have been arranged/rearranged/regrouped wherever considered necessary.




Mumbai

Dhananjay Datar


Whole Time Director

F. R. No. 107117W



Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary company

60

S.N. Particulars / Name of subsidiary Western India

Shipyard Ltd.

ABG Shipyard

Singapore Pte. Ltd.

ABG FPSO

1 The financial year of the subsidiary ended on 31st March, 2013 31st March, 2013 31st March, 2013

2 Date from which it became subsidiary company 14th October, 2010 08th February, 2010 09th January, 2012

3 Number of shares in the subsidiary company held by

ABG Shipyard Ltd. As on 31st March 2013

Equity Shares 172223628 10000 10000

of the face value of the face value of of the face value

of Rs. 2/- each Singapore Dollar of Rs. 10/- each

fully paid up 1/- each fully paid up fully paid up

Preference Shares - 4212100

of USD 1 each

fully paid up.

4 Extent of holding by ABG Shipyard Ltd. 60.07% 100% 100%

5 The net aggregate amount of subsidiary company's

profit /(loss) so far as it concerns to member of holding

company

5.1 Not dealt with the holding company 's accounts : Rs.in crores Rs.in crores Rs.in crores

5.1.1. For the financial year ended 31st March 2013 (5.90) (0.01) (0.72)

5.1.2. For the previous years since they became subsidiary 11.61 1.83 (0.42)


5.2 Dealt with the holding company 's accounts :

5.2.1 For the financial year ended 31st March 2013 NIL NIL NIL

5.2.2. For the previous years since they became subsidiary NA NIL NIL

6 Change in interest of ABG Shipyard Ltd. in the subsidiary NA NA NA

between the end of financial year of subsidiary company

and end of ABG Shipyard Ltd.

7 Material change between the end of financial year of

subsidiary and end of ABG Shipyard Ltd. in respect of the

following :

ABG Shipyard Ltd. in respect of the following :

Fixed Assets NIL NIL NIL

Investments NIL NIL NIL

Money lent by the subsidiary company NIL NIL NIL

Money borrowed by the subsidiary company NIL NIL NIL

(other than current liabilities)

STATEMENT PURSUANT TO EXEMPTION RECEIVED UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956 RELATING TO

SUBSIDIARY COMPANY

Name of the Subsidiary Western India

Shipyard Ltd.

ABG Shipyard

Singapore Pte. Ltd.

ABG FPSO

a. Capital 58.93 18.82 0.01

b. Reserves (45.39) 212.65 (1.13)

c. Total Assets 226.55 467.18 0.06

d. Total Liabilities 226.55 467.18 0.06

e. Details of Investments

5000 Shares in Janata Sahakari Bank Ltd. of Rs.100/- each. 0.05

434645.8558 (P.Y. 434532.6111) Units in Emerging Markets 236.40

Diversified Fund of Standard Chartered Trust (Cayman)

Limited of Face Value USD 100 per unit.

f. Turnover 72.96 - Nil

g. Profit before Taxation (9.72) (0.00) (0.72)

h. Provision Taxation 0.10 Nil Nil

i. Profit after Taxation (9.82) (0.01) (0.72)

j. Proposed Dividend Nil Nil Nil


Pvt. Ltd.

Pvt. Ltd.


61

Independent Auditor's Report to the Board of Directors of ABG Shipyard Limited on the Consolidated Financial Statements of ABG Shipyard Limited.

We have audited the accompanying consolidated financial statements of ABG Shipyard Limited (“the Company”) and its subsidiaries (collectively referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2013, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with accounting principles generally accepted in India including Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group's preparation and fair presentation to the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2013;

b) in the case of the consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that date; and

c) in the case of the consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

Other Matters

We did not audit the financial statements of Western India Shipyard Limited, subsidiary of ABG Shipyard Limited, whose financial statements reflect total assets of Rs. 226.55 crores as at March 31, 2013, total revenue of Rs. 78.53 crores for the year ended on that date and net cash outflow amounting to Rs. 0.61 crores for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by another auditor whose report has been furnished to us and our opinion is so far as it relates to the amounts included in respect of Western India Shipyard Limited are based solely on the report of another auditor.


F. R. No. 107117W


thDate: 30 May, 2013 ` M. No. 18380


62

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2013

As at As at31.03.2013 31.03.2012` in Crores ` in CroresNote


EQUITY AND LIABILITIES

1. Share Holders' Funds

a. Share capital 2

b. Reserves & surplus 3

2. Minority Interest

3. Non-current Liabilities

a. Long-term borrowings 4

b.

c.

4. Current Liabilities

a. Short-term borrowings 7

b. Trade payables 8

c. Other current liabilities 9

d. Short-term provisions 10

II

1. Non-current Assets

a. Fixed assets 11

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work-in-progress

b. Non-current investments 12

c. Long-term loans and advances 13

d. Other Non Current Assets 14

2.

a. Current Investments 15

b. Inventories 16

c. Trade receivables 17

d. Cash and bank balance 18

e. Short-term loans and advances 19

f. Other current assets 20

50.92 50.92

1,564.82 1,452.72

1,615.74 1,503.64

5.40 9.31

1,076.32 1,365.34

Long Term Provisions 6 13.11 12.77

Deferred tax liabilities (Net) 5 526.11 466.29

1,615.54 1,844.40

2,498.55 2,036.70

1,313.31 1,071.67

3,972.12 2,628.55

54.62 43.33

7,838.60 5,780.25

11,075.28 9,137.60

1,078.50 1,079.89

34.85 35.95

1,744.57 1,423.97

2,857.92 2,539.81

0.98 6.79

718.25 725.09

33.47 30.38

3,610.62 3,302.07

236.40 222.13

4,360.01 3,357.52

65.70 72.03

26.23 364.78

2,285.97 1,287.98

490.35 531.09

7,464.66 5,835.53

11,075.28 9,137.60

I

ASSETS

Current Assets



Mumbai

Dhananjay Datar


Whole Time Director

F. R. No. 107117W


Executive Director


263

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2013

Year ended Year ended31.03.2013 31.03.2012

Note ` in Crores ` in Crores

INCOME

Revenue from operations 21

Other income 22

Total Revenue

EXPENSES

Consumption of raw materials & components 23

Purchase of traded goods 23

Changes in inventories of work-in-progress 24

Employee benefits expense 25

Finance costs 26

Depreciation, Impairment expenseAmortisation & 11

Other expenses 27

Total Expenses

Profit before exceptional and extraordinary items and tax

Exceptional / Extraordinary items

Profit before tax

Tax Expense

Current tax for the year

Current tax for earlier years

MAT credit (entitlement)/utilised

Deferred tax

Profit after tax (before adjustment for Minority Interest)

Earning per share in Rupees of face value of `10 /- each

Basic

Diluted


2,091.15

55.69

2,146.84

1,043.47

10.28

(118.97)

100.73

414.54

117.14

419.93

1,987.12

159.72

(3.05)

162.77

36.46

5.15

(34.75)

59.82

96.09

19.64

19.64

2,524.55

43.49

2,568.04

1,264.64

-

29.72

99.07

343.06

109.72

432.50

2,278.71

289.33

-

289.33

59.78

13.41

(37.62)

62.99

190.77

36.49

36.49

Less: Minority Interest (3.93) 4.97

100.02 185.80



Mumbai

Dhananjay Datar


Whole Time Director

F. R. No. 107117W


Executive Director


264

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013


1 *Includes current and non-current ** Includes short term and long term Amount less than Rs. 0.01 croreNotes :1. Cash flow statement has been prepared under the indirect method as set out in Accounting Standard -3 issued by the Institute of Chartered

Accountants of India.2. Figures for previous year where ever necessary have been regrouped to conform to those of current year.



Mumbai

Dhananjay Datar

Dated : 30th May 2013

Whole Time Director

F. R. No. 107117W


A. Cash Flow From Operating Activities :

Net Profit (Loss) before extraordinary items & taxation 159.72 289.33Adjustments for :

Depreciation 116.91 109.72Provision for Impairment 0.24 - Provision for Contingencies 0.68 0.88

Goodwill written off 0.05 - Finance charges 414.54 343.06Interest income (22.13) (34.66)

Effect of exchange rate change (49.10) 73.64Loss / (Profit) on Sale of Assets (net) (8.25) 0.24

Loss / (Profit) from Partnership firm - 0.04 Loss / (Profit) on Sale of Investments 0.41 (1.89)Exceptional Item 3.05 - Operating Profit before working capital changes 616.12 780.36

Adjustments for :Inventories (1,465.33) (1,526.13)

Trade Receivables 5.43 87.74 Loans and Advances and other assets * (699.61) (303.11) Trade Payables and other current liabilities / provisions* * 225.65 131.47

Stage Payments from Customers (net) 1,289.89 461.19 Cash generated from Operations (27.85) (368.48)

Direct Taxes Paid/(Refunded) (28.12) (35.96) Cash Used In Operating activities (55.97) (404.44)

B. Cash Flow From Investing Activities:

Purchase of Fixed Assets including Capital Work in Progress including capital advances (189.41) (530.77) Sale of Fixed assets 13.63 1.95 Purchase of Investments (0.01) (266.00)

Proceeds from Sale of Current Investments 0.06 267.90 Proceeds from Sale / Redemption of Non Current Investments 0.08 - Advance for Purchase of Shares - (0.50)

Loans / deposits given (net) (454.26) (39.40) Interest income 47.85 26.27

Inter Corporate Deposits (2.00) (15.00) Cash Used In Investing Activities (584.06) (555.55)

C. Cash Flow From Financing Activities:

Dividends paid - (20.37) Tax on distributed profits - (3.30) Proceeds from Long Term Borrowings 410.20 605.02

Repayments of Long Term Borrowings (187.32) (212.14) Short Term Borrowings (net) 476.20 648.50 Finance charges paid (397.52) (337.81)

Contribution towards Capital in Partnership firm (net) 0.00 1

- Cash Generated from Financing Activities 301.56 679.90

D. Effect of Exchange difference on translation of Foreign Currency (0.83) 0.12

Net (decrease) / Increase in cash and cash equivalents (A + B + C + D) (339.30) (279.97) Opening Balance of Cash & Cash Equivalents 364.78 644.73

Adjustment due to new subsidiary 0.76 - Closing Balance of Cash & Cash Equivalents 26.24 364.76 Effect of Exchange rate changes (0.01) 0.02

Closing Balance of Cash & Cash Equivalents as restated 26.23 364.78


65

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31ST MARCH 2013

1. SIGNIFICANT ACCOUNTING POLICIES

1 Basis of Consolidation

The consolidated financial statements of ABG Shipyard Ltd. ("The Company") , its subsidiaries Western India Shipyard Ltd. (WISL), ABG Shipyard Singapore Pte. Ltd., ABG FPSO Pvt. Ltd. and Vipul Shipyard (Partnership Firm) together referred to as "The Group" have been prepared on the following basis.

i) The consolidated financial statements are prepared under the Historical Cost Conventions on the basis of Going Concern and as per applicable Indian Accounting Standards notified under section 211 (3C) of The Companies Act, 1956.

ii) In accordance with Accounting Standard (AS) 21 – ‘Consolidated Financial Statements’, the statements of ABG Shipyard Ltd., Western India Shipyard Ltd., ABG Shipyard Singapore Pte. Ltd., ABG FPSO Pvt Ltd. and Vipul Shipyard (Partnership Firm) have been combined line by line by adding items of Balance Sheet and Statement of Profit and Loss. The effect of Intra Group transactions, balances and unrealised profits have been eliminated.

iii) Enterprise(s) where control is temporary are not considered for consolidation as per AS 21.

iv). The difference between the cost of investment in the subsidiary over the net asset value at the time of acquisition of shares has been recognised in the financial statements as Goodwill or Capital Reserve, as the case may be.

v). Minority Interest in the net assets of consolidated subsidiaries consist of the amount of equity attributable to the minority shareholders/partners at the dates on which investments are made by the Company in the subsidiaries and further movements in their share in the equity, subsequent to dates of investments.

vi). Details of Subsidiaries

2. Other Significant Accounting Policies

i) Use of estimates

The preparation of financial statements requires the management of the company to make estimates and assumptions that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period. Difference, if any, between the actual results and estimates is recognised in the year in which the results are known / materialized .

ii) Revenue

Revenue from Shipbuilding is recognized in accounts in accordance with Accounting Standard-7 ‘Accounting for Construction Contracts' issued by Institute of Chartered Accountants of India. The method of recognition is on percentage completion basis. Revenue is recognised under Percentage Completion Method on the basis of proportion that contract costs incurred for work performed up to the reporting date bears to the estimated total contract costs.

Revenue from ship repair is recognised on the basis of job completion on proportionate completion method.

Dividend from investments is accounted when the right to receive dividend is established. Interest income is accounted on accrual basis.

iii) Fixed Assets

Tangible Assets:

Fixed Assets are recorded at Cost. Cost is purchase cost and in the case of Freehold Land, includes development cost incurred, together with all incidental costs of acquisition, borrowing costs and other related internal costs and is netted of for Cenvat and Value Added Tax.

Profit/Loss on disposal of fixed assets is recognised in the Statement of Profit and Loss.

Name of the Subsidiary

1.

Country ofIncorporation

Date sinceSubsidiary

Type of Entity

ABG Shipyard Singapore Pte. Ltd. Singapore 08.02.2010 Company

2. Western India Shipyard Ltd. India 14.10.2010 Company

3. ABG FPSO Pvt. Ltd. India 09.01.2012 Company

Sr.No.

4. Vipul Shipyard India 01.04.2012 Partnership Firm

Percentage ofOwnership Interest

100.00%

60.07%

100.00%

98.00%


66

Intangible Assets:

Intangible assets are recognized and accounted at cost in accordance with Accounting Standard-26 ‘Intangible Assets’ issued by Institute of Chartered Accountants of India.

iv) Capital Work In Progress

All expenditure, relating to development of land, buildings, dry docks and plant & machinery etc. are accumulated and shown as capital work-in-progress till the completion of such activities. Capital advances are presented under loans and advances .

v) Investments

Long Term investments are stated at cost. Cost includes incidental expenses of acquisition. Decline in value of investment other than of temporary nature is recognised in Statement of Profit and Loss.

vi) Borrowing costs

Borrowing Costs attributable to the acquisition and construction of the Qualifying Assets, which take substantial period of time to get ready for their intended use, are capitalized as part of the cost of respective assets up to the date when such assets are ready for their intended use. Other Borrowing costs are charged to the Statement of Profit and Loss.

vii) Depreciation and Amortisation

a) Freehold land is not depreciated. Leasehold land is amortised equally over the period of lease.

b) Dry Docks (included in Plant & Machinery) and Dry Docks Civil Works (included in Factory Building) and Jetty are depreciated on Straight Line Method in accordance with Accounting Standard - 6 ‘Depreciation Accounting' of the Institute of Chartered Accountants of India at the rates prescribed in Schedule XIV to the Companies Act, 1956.

c) Other assets are depreciated on Written Down Value Method at the rates prescribed in Schedule XIV to the Companies Act, 1956.

d) Depreciation on additions / deletions to Fixed Assets made during the year is provided on pro-rata basis from or up to date of such additions / deletions as the case may be.

e) Depreciation on amounts added on revaluation is recouped from Revaluation Reserve.

f) Intangible assets are stated at cost less accumulated amortisation and are amortised over a period of five years.

g) In the case of WISL, Depreciation on fixed assets is provided on straight-line method at the rates prescribed in Schedule XIV to the Companies Act, 1956. However in case of “Ship Building Platform”, depreciation has been calculated @ 8.33% based on remaining period of lease with Mormugao Port Trust. Depreciation on additions in Floating Dry Dock on account of foreign exchange fluctuations and any major additions is amortised over the remaining useful life of the asset.

viii) Impairment of Assets

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. The company assesses at each Balance Sheet date whether there is any indication that any asset may be impaired and if such indication exists, the carrying value of such asset is reduced to its recoverable amount and a provision is made for such impairment loss in the Statement of Profit and Loss. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

ix) Employees’ Benefits

Provident Fund: Provident Fund contributions are made as per a defined contribution scheme and the contribution of company is charged to the Statement of Profit and Loss of the year when become due. The company has no other obligation other than to contribute and deposit the contribution to respective authorities.

Short term employee benefits are recognized as an expense at the undiscounted amount in the Statement of Profit and Loss of the year in which the related service is rendered.

Long term employee benefits are recognized as an expense in the Statement of Profit and Loss for the year in which the employee has rendered services. The expense is recognized at the present value of the amount payable determined using actuarial valuation techniques. Actuarial gains and losses in respect of long term benefits are charged to the Statement of Profit and Loss.



67

x) Valuation of Inventory

Inventories of spares, consumables, components are valued at lower of cost and net realisable value. Cost represents purchase cost and other incidental costs, if any. Cost of inventories is computed on Weighted Average/ FIFO basis. Finished goods are valued at lower of cost and net realisable value.

xi) Work in Progress and Cost Allocation

Each construction contract is considered as a cost center and all costs directly identifiable to the Contract are charged on actual basis. Indirect miscellaneous costs are also allocated to the various contracts using appropriate overhead recovery method. Contract work-in-progress is valued at cost, including therein profit or loss arrived at in accordance of Accounting Standard -7 ‘Accounting for Construction Contracts'.

xii) Foreign Currency Transactions

Transactions in Foreign Currencies are recorded at the exchange rate prevailing on the date of the transactions. Monetary assets and liabilities are translated at the year end using closing rate if remain unsettled at the year end. Non monetary foreign currency items are carried at cost.

The resulting gain or loss on account of exchange difference either on settlement or on translation is recognised in the Statement of Profit and Loss.

The Company has chosen to apply notification issued by Companies (Accounting Standard) Amendment Rules 2011 GSR 913 (E) & 914 (E) dated 29.12.2011 as regards monetary long term assets and liabilities. Consequently, the resulting gain or loss on account of exchange difference on settlement or on translation is so far as they relate to depreciable assets is added or deducted from the cost of the asset.

xiii) Derivative Accounting

The Institute of Chartered Accountants of India has, in 2008, issued an announcement on ‘Accounting for Derivatives’ inter alia requiring provision for losses on all derivative contracts outstanding at the balance sheet date by marking them to market keeping in view the principle of prudence, other than for derivative contracts to which Accounting Standard (AS) 11- ‘The Effect of Change in Foreign Exchange Rates’ is applicable. The Company has entered into Derivative Contracts to hedge a firm commitment or a highly probable forecast transaction to which AS-11 is not applicable and hence, the Company has applied aforesaid announcement.

xiv) Government Subsidy

Government subsidy related to shipbuilding contracts are recognized on compliance with the relevant conditions and is recognized in the Statement of Profit and Loss and presented under ‘Revenue from Operations’.

xv) Operating Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operating leases. Operating lease payments / receipts are recognized as an expense / income in the Statement of Profit and Loss on a straight-line basis over the lease term.

xvi) Provisions for Current and Deferred Tax

Provision for Current Tax is made on the basis of taxable income under the provision of the Income Tax Act, 1961.

Deferred Tax resulting from “timing differences” between book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on the balance sheet date. The deferred tax asset is recognised and carried forward only to the extent that there is a reasonable certainty that the asset will be realised in future.

In accordance with the guidance note issued by Institute of Chartered Accountants of India, the Company recognises MAT Credit as an asset only to the extent ,the probability exists that the Company will become liable to pay normal Income Tax during the specified period as per provision of the Income Tax Act, 1961.

xvii)Provisions, Contingent Liabilities and Contingent Assets

A provision is made based on reliable estimate when it is probable that an outflow of resources embodying economic benefits will be required to settle an obligation. Contingent liabilities, if material, are disclosed in notes forming part of financial statements. Contingent Assets are not recognized/ disclosed.



68


2. SHARE CAPITAL

Authorised Capital

100000000 (P.Y. 100000000) Equity Shares of Rs.10/- each 100.00

Issued Subscribed and Paid up

Reconciliation:

31.03.2013 31.03.2012

Equity Shares of Rs.10/- each fully paid up.

As per last Balance Sheet 50921801 50921801

50.92

Issued during the year - -

As at the end of the year 50921801 50921801 50.92

No of shares

100.00

50.92

50.92

a) The Company has only one class of shares referred to as Equity Shares having par value of Rs 10/-. Each holder of equity share(s) is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders.

b) None of the above shares are reserved for issue under options and contract / commitments for sale of shares or disinvestment.

c) 33648204 (P.Y. 31110594 ) Equity Shares of Rs.10/- each are held by the holding company ABG International Pvt. Ltd.

d) Shares alloted, as fully paid up, pursuant to contract(s) without payment being effected in cash / bonus shares /bought back / forfeited/ calls unpaid in the previous 5 years - NIL

e) Shareholders holding above 5% Equity Shares with voting rights in the company.

Sr. No

Name of the shareholder

No of equity

shares held

% No of equity

shares held

%

1 ABG International Private Ltd. 33,648,204 66.08

2 Religare Finvest Ltd. 5,197,281 10.21

31.03.2013 31.03.2012

RESERVES AND SURPLUS3.


31,110,594 61.29

2,833,561 5.56

(iii)



Less: Transferred during the year -


Debenture Redemption Reserve

117.00

92.00

33.33

175.67

(i)


Add: Transferred from Warrant Forfeiture Account -


Capital Reserve

-

31.87

31.87

(ii)


Added / Utilised / Transferred during the year -


Securities Premium Account

235.00

-

235.00


69



(v)


Revaluation Reserve

Withdrawn for Depreciation for the year 1.29


(vi)



Transferred from Debenture Redemption Reserve -


(vii)

Opening balance -

Transferred to Capital Reserve during the year -

Closing balance -

(viii) Surplus in Statement of Profit and Loss


Add: Profit for the year 100.02

599.62

Less:

Transferred to Debenture Redemption Reserve 91.00

Transferred to General Reserve 10.00


1,564.82

General Reserve

Warrant Forfeiture Account

44.87

1.36

43.51

389.32

16.00

33.33

438.65

31.87

31.87

-

421.80

185.80

607.60

92.00

16.00

499.60

1,452.72

(iv)

Opening balance -

Capital Redemption Reserve



-

-

-

Transferred to Capital Redemption Reserve 0.46 -

(ix)




Foreign Currency Transalation Reserve

(0.06)

28.48

28.42

Added during the year - -


70



4 A. LONG TERM BORROWINGS

(a) Debentures

Secured -

(b) Term Loans

From Banks

Secured 758.81

Unsecured 40.62

(c) Vehicle loans

From Banks

Secured 0.15

From Others

Secured 0.10

1,076.32

233.33

814.35

247.50

0.30

0.13

1,365.34

From Others

Secured 0.07

27.57

(e) Convertible Zero Coupon Loan (CZC)

Secured 42.15 42.16

(d) Loan from related parties

Secured 234.42 -

4 B (i) Details of Debentures issued by the Company` in crores



a) 11.40% 2000 Non Convertible


`100000/- each issued to

ICICI Bank Ltd Secured - Residual charge on the

company’s immovable and movable

Payable on 09.05.2013 - 160.00 -

Tata Capital Ltd. Payable on 09.05.2013 - 40.00 -

b) 12.30% 1000 Non Convertible


`100000/- each issued to Life

Secured - First pari passu

charge on the companys

immovable and movable fixed

assets of Dahej plant

Payable on 15.12.2013 -

66.67

33.33

33.33

-

266.67

233.33

33.33

As at 31.03.2013 As at 31.03.2012

Insurance Corporation of India (LIC)

fixed assets of Dahej plant

160.00

40.00

` in crores



Term loans from banks

Foreign Currency Loan Payable in half yearly installments upto Sep 2016

27.19

16.32

Foreign Currency Loan Payable in quarterly Installments upto April 2015

25.29

20.23

Rupee Term Loan - Consortium Secured - First pari-passu charge on the company's immovable & movable fixed assets of Dahej plant present and future

Payable in quarterly Installments upto March 2015

84.14

67,94

Rupee Term Loan Payable in quarterly Installments upto Jan.2017

10.60

4.57

Rupee Term Loan Payable in quarterly Installments upto June.,2017

149.92

39.88

As at 31.03.2013 As at 31.03.2012


35.78

10.22

42.79

19.02

150.67

64.16

14.20

3.60

192.80

42.88


71


` in crores



As at 31.03.2013 As at 31.03.2012


Rupee Term Loan Secured - on current and fixed assets of the company at Dahej Yard

Subservient charge Payable in monthly upto Oct 2013

installments -

Rupee Term Loan Secured - way of hypothecation of entire movable fixed assets of DahejShipyard and Rig yard of the Company

Second charge by Payable in quarterly upto Dec. 2014

installments 18.75

31.25

200.00

-

43.75

6.25

200.00

Rupee Term Loan Secured - charge on movable and immovable fixed assets of the Dahej Shipyard and Rigyard and mortgage on GIDC and private Land at DahejCorporate Guarantee of holding company.

First pari-passu Payable in quarterly upto July 2015

installments 220.00

40.11

247.50

27.50

Rupee Term Loan Secured - First pari-passu charge on movable and immovable fixed assets of the Dahej Shipyard and Rigyard.

Payable in quarterly upto March 2016

installments 80.00

15.00

90.00

10.00

Rupee Term Loan Secured - First pari-passu charge on the assets of third party. Corporate guarantee of third party. Pledge of shares of the third party and nondisposal undertaking on unpledged shares in theshare capital of third parties

Payable in quarterly installments upto Dec 2017

20.90 0.11 - -

Rupee Term Loan Secured - First charge on the assets of third party Subservient charge on all immoveable andmoveable fixed assets of the Dahej yard and personal and corporate guarantee of third party.


upto March 2018

85.00

-

-

-

Rupee Term Loan Unsecured Payable in quarterly upto Oct 2015

installments 40.62 29.02 - -

799.43

472.13

1,061.85

191.72

Rupee Term Loan Secured - First parri passu legal mortgage/charge on fixed assets of the WISL, hypothecation of movable assets.


upto Oct 2018

10.48

2.63

15.19

3.02

Rupee Term Loan Secured - First parri passu legal mortgage/charge on fixed assets of the WISL, hypothecation of movable assets.


upto Oct 2018

26.54

5.07

29.17

5.07

0.25 0.36 0.43 0.44

Vehicle Loans

From Banks Payable in monthly installments

0.15

0.24

0.30

0.21

From Others Payable in monthly installments

0.10

0.12

0.13

0.23



1,034.17 508.27 1,089.85 211.44

Term loans from others

Rupees Term Loan from

financial institution

Secured - Corporate Guarantee

Facility and pledged Equity shares

of WISL held by the company and

Deed of hypothecation of parripassu

charge on immovable and movable

assets of WISL, both present and

future.


upto March 2014

-

35.75

Others Payable in quarterly installments

upto March 2014

0.07 0.03

27.47 19.28

0.10 -

0.07

35.78

27.57

19.28

Loan from related parties [Refer Note 36]

Payable in annual installments

upto June 2016

234.42 -

234.42

Unsecured --

- - -

Unsecured


72



5.

Tax effect of items constituting deferred tax liability

On account of profit on Projects under completion 593.99

593.99 Tax effect of items constituting deferred tax asset

On account of gratuity liability and leave encashment liability 3.87

DEFERRED TAX LIABILITY / ASSET

500.54

500.54

3.73

` in crores4 B (iii) Details of Terms of repayment for Convertible Zero Coupon Loan and security provided

Name of bank Terms of repaymentNon Current Current Non Current Current

Convertible Zero Coupon Loan

(CZC)

The CZC Loan is interest free convertible into Equity Shares of Western India Shipyard Ltd at the option of the lenders commencing from 28.01.2014 and ending 28.01.2017.on the day 27.01.2019 compulsorily convertible on or before 28.01.2017

42.15 - 42.16 -

42.15 - 42.16

As at 31.03.2013 As at 31.03.2012

4 C. The group has defaulted in repayment of loans and interest in respect of the following

Particulars As at 31.03.2013 As at 31.03.2013 As at 31.03.2013 As at 31.03.2013 As at 31.03.2012 As at 31.03.2012

Rs. in crores Period in days Rs. in crores Period in days Rs. in crores Period in days

Principal Principal Interest Interest Principal/Interest

Debentures issued to LIC 33.33 107 - - - -

Foreign Currency Loans 5.44 19 0.35 19 - -

Rupee Term Loan 72.94 1-182 14.54 1- 91 - -

On account of expenses allowable on delivery of ships 24.84

On account of unabsorbed depreciation (net) 38.27

On account of disallowances 0.90

67.88

526.11

17.15

13.05

0.32

34.25

466.29

6.

i) 7.84 7.39

ii) 5.27 5.38

13.11 12.77

LONG TERM PROVISIONS

7. Security

From Banks:

a)


and movable fixed assets Dahej Shipyard & Rigyard.

Rupee Short Term Loan Secured-Subservient charge on the movable fixed

assets Dahej Shipyard & Rigyard.


of the company, present and future.

Rupee Short Term Loan Secured- Charge on immovable property at Dahej

yard. Corporate Guarantee of third party.

Rupee Short Term Loan Secured- Charge on current assets of the company.

Rupee Short Term Loan Unsecured

Short term loans

A - SHORT TERM BORROWINGS

68.58

-

29.00

30.00

-

95.31

-

33.31

60.00

-

29.96

320.00

Provision for Gratuity

Provision for Leave Encashment

Provision for employee benefits:


73



7. SecurityA - SHORT TERM BORROWINGS

From Others:

a) Commercial Paper Unsecured -

b) Inter Corporate Deposits Unsecured 12.95

c) Vehicle Loans Secured- Hypothecation of the individual assets financed.

-

2,498.55

58.45

23.00

0.01

2,036.70

d) Others *0.00 -

*Amount less than ` 0.01 crore

7.

Particulars As at 31.03.2013 As at 31.03.2013 As at 31.03.2012 As at 31.03.2012Rs in crores Period of default Rs in crores Period of default

in days in days

Loans from banks

Principal 135.08 35-64 29.96 14

Interest 3.60 1-52 0.50 1

Others - payable on demand 69.29 2-61 54.51 7-24

Inter Corporate Deposits 11.95 4-161 - -

f) Others - payable on demand Secured- Assets both immovable and movable excluding movable and Immovable fixed assetsof Dahej plant .

69.29

Unsecured 282.99

g) Vehicle Loans Secured - Hypothecation of the individual assets financed.

-

107.77

-

0.01

B. The Company has defaulted in repayment of loans and interest in respect of the following

e) Bills Payable Secured - Floating charge on Current Assets of WISL including but not limited to Stock of raw materials, Work In Progress Consumables, Stocks, Spares, Book Debts Bills wherever situated, documents both present and future and CorporateGuarantee of the company for Rs.33.60 crores.

- 11.01

b) Commercial Paper Unsecured -

c) Export Packing Credit Secured - Assets both immovable and movable excluding movable and Immovable fixed assets of Dahej plant .

654.33

d) Cash Credit Secured- Assets both immovable and movable excluding movable and Immovable fixed assetsof Dahej plant .

1,227.79

248.60

683.14

444.43

Secured - Floating charge on Current Assets of WISL including but not limited to Stock of raw materials, Work In Progress Consumables, Stocks, Spares, Book Debts Bills wherever situated, documents both present and future and CorporateGuarantee of the company for Rs.33.60 crores.

25.90 17.01

Secured - Exclusive first charge by way of hypothecation of entire raw material, stock in process,finished goods and stores and other material andbook debts of Vipul Shipyard.

0.74 -

Secured - First pari passu charge on all ofCompany’s current assets both present and future

1.67 -

Unsecured


74



9.

(i) Current Maturities of long-term debt [Refer note 4B]

a. Non Convertible Redeemable Debentures (NCD) 266.67

b. Term Loans

c. Vehicle loans

From Banks 0.24

From Others 0.12

(ii)

Interest accrued & due on borrowings 19.79 (iii)

Interest accrued but not due on borrowings 13.07 (iv)

Advance from customers 2,880.21 (v)

Unclaimed Dividends 0.12 (vi)

Unclaimed Share Application Money - (vii)

Other Payables

3,972.12

OTHER CURRENT LIABILITIES

Payables on purchase of fixed assetsAcceptances - banks 215.70

Others 42.74

(viii)

Statutory remittances 15.60

Trade / security deposits received 5.24

Others 4.71

*To be credited to Investor Education and Protection Fund, when due

33.33

0.21

0.23

0.54

24.11

2,069.16

0.12

0.11

2,628.55

180.86

86.66

6.88

4.63

10.71

From Banks 472.13 191.72

From Others 35.78 19.28

10.

Provision for employees benefits

Income Tax (Net of prepaid taxes) 47.53

SHORT TERM PROVISIONS

Gratuity 1.99

Leave encashment 1.46

37.64

Provision for warranty 3.64

54.62

2.96

43.33

1.09

1.64

Wealth Tax 0.00

0.00

*Amount less than Rs. 0.01 crore

*

*

*

8.

(i) Sundry Creditors for Goods & Expenses 348.86

(ii) Acceptances - banks 964.45

1,313.31

TRADE PAYABLES

The Company has no amounts due to suppliers under MSMED as at 31st March, 2013 (P. Y. Nil). The information relates to such vendors identified as micro,small and medium enterprises as per information available with the Company.

(i) Principal amount remaining unpaid to any supplier as at the end of the accounting year

(ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year

(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day

(iv) The amount of interest due and payable for the year

(v) The amount of interest accrued and remaining unpaid at the end of the accounting year

(vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid

-

-

-

-

-

-

-

-

-

-

-

-

270.13

801.54

1,071.67


75


11. FIXED ASSETS(` in crores)

i) Depreciation method and rates are different between parent and subsidiaries. No alignment of depreciation rates between parent and subsidiaries have been done in these financial statements.

ii) Certain part of the land is yet to be registered in the name of the Company. 31.03.2013 31.03.2012 ` in crores ` in crores

iii) Depreciation & Amortisation & Impairment relating to continuing operations:

Depreciation & Amortisation & Impairment for the year on tangible assets 117.30 109.83

Depreciation & Amortisation & Impairment for the year on intangible assets 1.13 1.25

118.43 111.08

Less: Utilised from revaluation reserve 1.29 1.36

Depreciation & Amortisation on discontinuing operations - -

Depreciation, Amortisation & Impairment relating to continuing operations 117.14 109.72

iv) Impairment charges of ` 0.24 crores (P.Y. Nil) ie on Office Equipment ` 0.14 crores and on Software ` 0.10 crores has been included in Depreciation & amortisation expense in the Statement of Profit and Loss.

v) No amounts were written off due to reduction of capital / written off on revaluation or were added to assets on revaluation during the previous 5 years.

vi) Borrowing cost of the company capitalised ̀ 176.14 crores (P.Y ̀ 166.41 crores) is included in Fixed assets and CWIP. In the case of WISL borrowing cost is included in CWIP.

vii) On the basis of the report of Chartered Engineers and Government approved Valuers, the Company had revalued the Freehold Land, Factory Building, Other Building and Dry Docks on 30th June, 1994 and again on 30th June 2002 and consequently an amount of ̀ 10.90 crores and ̀ 59.99 crores respectively being the differences between the amount of fair market value of the same and depreciated value as per books as on those dates, have been added to the value of Fixed Assets and corresponding credit shown as Revaluation Reserve.


PARTICULARS

AS AT ADDITIONS ADDITIONS DELETIONS/ AS AT AS AT ADDITIONS ADDITIONS DELETIONS/ AS AT AS AT AS AT

01.04.2012 DUE TO DURING ADJUSTMENTS 31.03.2013 01.04.2012 DUE TO DURING ADJUSTMENTS 31.03.2013 31.03.2013 31.03.2012

NEW THE YEAR DURING THE YEAR DURING

SUBSIDIARY THE YEAR THE YEAR

TANGIBLE ASSETS

LAND

FREE HOLD LAND 86.41

5.34

1.97

4.70

89.02

-

-

-

-

89.02 86.41

LEASE HOLD LAND 7.71

-

-

7.71

0.36

0.08

-

0.44

7.27 7.35

FACTORY BUILDING 529.42

0.13

18.29

-

547.84

124.98

0.09

39.99

-

165.06

382.78 404.44

BUILDING 96.49

27.25

0.16

123.58

13.45

4.12

0.01

17.56

106.02 83.04

PLANT AND MACHINERY 772.62

2.47

65.67

1.34

839.42

287.44

0.60

69.86

1.00

356.90

482.52 485.18

OFFICE EQUIPMENT 7.24

0.12

0.24

7.12

3.08

0.70

0.21

3.57

3.55 4.16

FURNITURE & FIXTURES 5.09

0.15

0.56

4.68

3.29

0.36

0.55

3.10

1.58 1.80

VEHICLES 14.99

*0.00

0.43

0.64

14.78

8.57

*0.00

1.71

0.48

9.80

4.98 6.42

COMPUTERS 5.32

0.17

0.16

5.33

4.23

0.48

0.16

4.55

0.78 1.09

1,525.29

7.94

114.05

7.80

1,639.48

445.40

0.69

117.30

2.41

560.98

1,078.50 1,079.89

INTANGIBLE ASSETS

SOFTWARE 8.04

0.08

-

8.12

5.35

1.13

-

6.48

1.64 2.69

GOODWILL ON CONSOLIDATION 33.26

-

0.05

33.21

-

-

-

33.21 33.26

41.30

-

0.08

0.05

41.33

5.35

-

1.13

-

6.48

34.85 35.95

T O T A L 1,566.59 7.94 114.13 7.85 1,680.81 450.75 0.69 118.43 2.41 567.46 1,113.35 1,115.84

Previous Year 1,365.44 205.86 4.70 1,566.59 342.18 111.08 2.51 450.75 1,115.84

Capital Work In Progress (CWIP) 1,744.57 1,423.97

D E P R E C I A T I O N / A M O R T I S A T I O N / I M P A I R M E N T N E T B L O C KG R O S S B L O C K

At cost / Valuation

NEW

SUBSIDIARY


76

12.

Non Trade - At cost

Unquoted

5000 (P.Y. 5000) Equity Shares in Janata Sahakari Bank Ltd. of Rs. 100/- each fully paid up 0.05 0.05

In Others:

271002 (P.Y. 271002) Equity Shares in ABG Business Ventures Pte. Ltd., Singapore of SGD 1/- each fully paid up

0.92 0.92

In Partnership Firm

Capital in partnership firm Vipul Shipyard - 5.82

0.98 6.79

NON-CURRENT INVESTMENTS



In Equity Shares

1000 (P.Y. Nil) Equity Shares in Varada Seven Pte. Ltd. of USD 1/- each fully paid up 0.01 -

13.

(Unsecured, considered good)

Capital Advances 63.27

Security Deposits [Refer note 36] 129.28

Due from Government authorities



Less: Utilised [Refer note 30] -

200.40

Service tax credit receivable - deferred 12.52

718.25

LONG-TERM LOANS AND ADVANCES

306.80

240.12

130.55

55.77

20.67

165.65

12.52

725.09

Other Advances

(Unsecured, considered doubtful)

- 5.76Loans and Advances

- 5.76Less: Provision for doubtful loans and advances

212.92 178.17

- _

Consequent to the revaluation there is an additional depreciation of ̀ 1.29 crores (Previous year ̀ 1.36 crores), which has been withdrawn from Revaluation Reserves and credited to Profit and Loss account.

viii) The company has chosen to avail the option under AS-11 notification issued by Companies (Accounting Standard) Amendment Rules 2011 GSR 913 (E) & 914 (E) dated 29.12.2011 issued by Ministry of Corporate Affairs. The company has exercised the option with respect to foreign currency long term loan availed by it. The company has no other long term monetary Assets / Liabilities.

Due to the exercise of aforesaid option, the impact on Statement of Profit and Loss for the year is a Gain of ̀ 6.68 crores (P.Y. Gain ̀ 14.20 crores) due to foreign currency exchange loss (net) which has been capitalized with CWIP.

xi) Acquisition through business combinations / Assets reclassified as held for sale - Nil (P.Y. Nil)

286.83 -Loans and advances to related parties [Refer note 36]

25.95 -


77


15.

In Units of Mutual Fund

434645.8558 (P.Y. 434532.6111) Units in Emerging Markets Diversified Fund 236.40

of Standard Chartered Trust (Cayman) Limited of Face Value USD 100 per unit.

16.

(As taken, valued & certified by management)

CURRENT INVESTMENTS

INVENTORIES

236.40

14.

Long Term Trade Receivable

i) 24.18

ii) 7.73

31.91 Less: Provision for Doubtful Debt -

OTHER NON CURRENT ASSETS

33.47


Sales Tax Deducted at Source 0.42

Other Non Current Assets 1.14

30.11

0.27

30.38 -

30.38

-

-

222.13

222.13

Raw Material and Components

In stock 499.84

In transit 570.99

1,070.83

Work in Progress

On Percentage completion basis 8,052.44

(Contract costs & recognised profit)

Less: Progress Money from Customers 4,842.30 3,210.14

Finished goods 79.04

4,360.01

Finished goods represents completed ship where invoicing and protocol of acceptance is pending.

786.76

116.05

902.81

2,375.67

79.04

3,357.52

17.


Outstanding for more than six months from due date of payment 53.32

Others 12.38

65.70

TRADE RECEIVABLES

57.82

14.21

72.03

18.

Cash in hand 0.16

Balances with Banks:

i) In Current Accounts 19.37

iii) In Fixed Deposits 6.50

26.23Out of the above :

Fixed deposit with maturity of more than twelve months 0.33

CASH AND BANK BALANCE0.14

80.54

283.73

364.78

279.54

Fixed deposit with bank held as security against short term borrowing 6.01 -

ii) In EEFC Accounts 0.08 0.14

iv) In Eamarked Accounts

Unclaimed dividend accounts 0.12 0.12

Unclaimed share application money accounts - 0.11

Unsecured, considered good

Doubtful


78


19.


Loans and Advances to related parties: [Refer note 36]

Current Account in Partnership Firm -

Advance for supplies / services 845.74

1,154.78

Others:

Advance to suppliers 799.90

Prepaid Expenses 300.48

Employee Advances 6.31

Inter Corporate Deposits 17.00

Balance with Government Authorities

Service Tax Refundable / Credit 4.01

Vat credit 0.27

Income Tax 0.02

4.30

Considered good 2.99

2,285.97

SHORT-TERM LOANS AND ADVANCES

Sales Tax deducted at source -


Other loans and advances 309.04

29.50

327.55

357.18

573.06

328.92

5.88

15.00

2.03

4.05

0.02

6.52

1.42

1,287.98

0.42

0.13

Other Advances

Considered doubtful 0.21 -

20.

Subsidy 455.79

Interest accrued on:


Income Tax Deducted at Source 0.81


Other Current Assets 21.57

490.35

OTHER CURRENT ASSETS


Inter corporate deposits 2.88

Receivables on sale of fixed assets 0.67

Deferred Revenue Expenditure 0.38

473.90

14.23

2.26

2.72

9.36

531.09

27.49

1.13

-

-



79


21.

Manufacturing

Ships 1,463.80

Rigs 481.48

23.

Steel 182.85

Components and Others 860.62

1,043.47

Services - Ship Repair 77.79

Other operating Revenue

Subsidy 50.50

Excise and duty refunds 5.63

Scrap Sales 0.96

2,091.15

CONSUMPTION OF RAW MATERIALS & COMPONENTS

REVENUE FROM OPERATIONS


1,063.04

1,279.20

154.42

1,110.22

1,264.64

133.66

39.05

7.48

2.12

2,524.55

Trading - Steel 10.99

-

22.

Interest on:

Net Profit/(loss) on sale of current Investments *0.00

Net Profit/(loss) on sale of non current Investments 0.03

Other Non operating Income :


Sundry balances written back 12.42

Miscellaneous Receipts 5.58

55.69

OTHER INCOME


Inter Corporate deposit 1.94

Others 19.22

1.90

-

1.35

2.91

0.33

43.49

31.88

1.25

1.53

Profit on Sale of Assets (net) 8.25 (0.22)

Difference in Exchange 0.09

Prior year adjustments 0.04

-

2.56

23.

10.28

B. PURCHASE OF TRADED GOODS

-

10.28 -Steel

A.

CHANGES IN INVENTORIES - WORK IN PROGRESS

(Included in work in progress on percentage completion basis)

Opening Work In Progress 226.56

Closing Work In Progress 345.53

(Increase) / Decrease in Work in progress (118.97)

24.

256.28

226.56

29.72



80


FINANCE COST

Interest expense on borrowings 284.95

Guarantee Commission (net) 42.67

Difference in Exchange on foreign currency transaction / translation (net) 4.98

Other Borrowing Costs 44.53

414.54

OTHER EXPENSES27.

26.

EMPLOYEE BENEFITS EXPENSE

Salaries Wages and other benefits 77.09

Contribution to Provident & Other Funds 4.83

Staff Welfare Expenses 18.81

100.73

25.


237.24

28.23

49.11

28.38

343.06

75.58

4.68

18.81

99.07

Other Interest 37.41 0.10

Consumption of stores 47.46 53.72

Contractors Charges 159.37 175.30

Power and Water 16.90 14.17

Repairs & Maintenance

- Plant & Machinery 4.24 9.45

- Buildings 0.95 0.64

- Others 2.21 3.30

Other Manufacturing Expenses 8.35 20.19

Inspection and Survey Expenses 5.50 7.12

Office Expenses 10.18 9.27

Rent Rates & Taxes 10.17 11.23

Insurance 25.65 32.93

Printing & Stationery 0.41 0.52

Postage Telephone & Telex 1.41 1.42

Travelling & Conveyance 9.28 14.92

Professional Charges 14.85 14.17

Payment to Auditors 1.17 0.99

Donations & Charities 4.44 4.63

Prior Years Expenses *0.0 0.27

Selling & Distribution 43.04 48.05

Forward Cover Loss/ (Gain) (net) 49.91 1.54

Loss from Partnership Firm - 0.04

Miscellaneous Expenses 2.50 6.43

Loss on Sale of Investment 0.44 -

Dredging Expenses 0.38 0.20

Goodwill written off 0.05 -

419.93 432.50

Discount on ship repair 1.07 2.00



81

28. (a) Contingent liabilities not provided for

(b) Contingencies provided for in accordance with AS 29 issued by the Institute of Chartered Accountants of India` in crores

The contingencies provided are in respect of estimated warranties on sold hulls.

29. In the opinion of the management, Current Assets , Loans and Advances have value in realisation in the ordinary course of business at least equal to the amount at which they are stated.

30. The Company has made Application u/s 245 C of Income Tax Act 1961, before Hon’ble Settlement Commission, Mumbai for the A.Y. 2004-05 to 2010-11. The Application for settlement has been admitted u/s 245 D (1) by Hon’ble Settlement Commission vide order dated 14th February, 2012. The company has paid taxes of ` 7.70 crores and utilised credit u/s 115JAA of the Income Tax Act ,1961 to the extent of ̀ 20.67 crores. The tax expense and utilisation are included in Current Tax for earlier years and MAT credit utilised, respectively.

31. Disclosure in respect of Operating Leases (Assets taken on lease):

(a) ABG Shipyard Limited has taken commercial / residential premises under cancellable operating leases. The lease agreements are usually renewable by mutual consent on mutually agreeable terms.

WISL has taken land and water on licence from Murmugao Port Trust (MPT) , Goa. The future minimum payment is as under :

` in crores

(b) The expenses in respect of operating leases are accounted in Other Expenses under Note No 27

32. Disclosure in accordance with 'AS -7 Accounting for Construction Contracts' issued by the Institute of Chartered Accountants of India:

` in crores

The Gross amount due from customers reflects the net amount for all contracts in progress for which cost incurred plus recognised profit (less recognised losses) exceeds progress billing.

The Gross amount due to customers reflects the net amount for all contracts in progress where progress billing exceeds cost incurred plus recognised profits (less recognised losses).

During the year, advances from customers to the extent of work done amounting to ̀ 4598.83 crores. (P.Y. ̀ 4245.91 crores) is adjusted against Work in Progress in Note No 16. Advances received in excess of work done and advances pending commencement of work are disclosed in Other Current liabilities under Advances from Customers in Note No 9.

` in crores


a. Contract revenue recognized as revenue in the year 1,784.59

b. Contract cost incurred and recognized profits 7,702.62

c. Advances received from above customers 5,025.78

d. Gross amount due from customers for contract work 3,103.79

e. Gross amount due to customers for contract work 426.95



In respect of Performance/ Delivery Guarantees given by banks to the buyers 163.20

Corporate guarantees to banks in respect of facilities granted to group companies 1,305.06

Other bank guarantees 47.11

Claims against the company not acknowledged as debts 71.89

Claims in respect of direct/indirect taxes 38.55


Carrying amount as at the beginning of the year 2.96

Provision (net of utilisation) during the year. 0.68

Unused amount reversed during the year. -

Balance at the end of the year 3.64

96.74

1,038.26

40.85

74.70

23.24

2.08

0.88

-

2.96

2,356.01

6,435.53

4,594.00

2,189.62

348.09


Not later than one year 4.67

Later than 1 year but less than 5 years 23.56

4.67

28.24


82

32. The disclosures required under Revised Accounting Standard 15 ‘Employee Benefits’ notified in the Companies (Accounting Standards) Rules 2006, are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognized are charged off for the year are as under: ` in crores

Defined Benefit Plan

The employees’ gratuity fund scheme is a defined benefit plan, managed by SBI Life Insurance for the company. The subsidiary, WISL makes annual contribution to the Employees' Group Gratuity-cum-Life assurance Scheme of Metlife Insurance Co. Ltd. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in same manner as gratuity.

` in crores


Employer’s Contribution to Provident Fund 3.71

Employer’s Contribution to Pension Scheme 0.80


4.50

1.04

st31 March st31 March st31 March st31 March

2013 2012 2013 2012

Gratuity Leave Encashment

(Funded) (Unfunded)

Particulars

a. Reconciliation of opening and closing balances of Defined Benefit obligation

Defined Benefit obligation at the beginning of the year 8.60 7.02

Current Service Cost 1.17 1.07

Interest Cost 0.71 0.57

Actuarial (gain) / loss (0.37) (0.70)

Benefits paid (0.23) (1.22)

Defined Benefit obligation at the year end 9.88 6.74

c. Reconciliation of fair value of assets and obligations

Fair value of plan assets as at year end 0.13 -

Present value of obligation as at year end 9.88 6.74Amount recognised in Balance Sheet 9.76 6.74

d. Expenses recognised during the year

Interest Cost 0.71 0.57Expected return on plan assets (0.03) -Actuarial (gain) / loss 0.35 0.70Net Cost 1.50 0.94

1.07Current Service Cost 1.17

b. Reconciliation of opening and closing balances of fair value of plan assets

Fair value of plan assets at beginning of the year 0.34

Expected return on plan assets 0.03

Actuarial gain/(loss) (0.01) --

Employer contribution 0.01 -

Benefits Paid (0.23)

Fair value of plan assets at the year end 0.13 -

-

-

-

4.65

1.15

0.37

1.45

(0.61)

7.02

-

7.027.02

0.37

-

1.452.98

1.15

---

-

-

-

-

6.79

1.09

0.55

0.55

(0.39)

8.60

0.348.608.26

0.55

(0.05)

0.57 2.16

1.09

0.65

0.05

(0.01)

0.04(0.39)

0.34Actual return on plan assets 0.01 - -0.01

e. Investment Details

SBI Group Gratuity (Cash Accumulation) Policy 100

% investedst

31 March 2013

100

st 31 March

2012


83

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary and relied upon by auditors.

34. Calculation of Earning per share (EPS) in crores

35. The group primarily operates in one business segment only i.e. manufacturing which is the only reportable segment. The subsidiary, WISL is carrying outship repairing activities. However, revenue does not satisfy the threshold limit as far as Group is concerned, as Accounting Standards -17, issued by Institute of Chartered Accountants of India, hence separate disclosure of business segment by activity is not given.

Secondary segment (Geographical Segments): ̀ in crores

During the year, subsidiary WISL has not operated in any Geographical segment outside india.

36. Related Parties Disclosure as per Accounting Standard (AS) 18:

A. LIST OF RELATED PARTIES

Holding company ABG International Private Limited

Controlling stake Vipul Shipyard (Partnership Firm) (upto 31st March, 2012)

Fellow subsidiary companies ABG Cement Limited

PFS Shipping (India) Limited

ABG Cement Holdco Private Limited

ABG Solar Project Private Limited

BABA Gangaram Investment Services Private Limited

ABG Energy Limited

ABG Energy (Gujarat) Limited

ABG Energy (MP) Limited

Varada Marine Pte. Limited (Along with its SPV's)

PFS Offshore Pte.Limited

`

PARTICULARS 31st March, 2013 31st March, 2012

Net profit as per Statement of Profit & Loss (Rupees) 100.02

Weighted Average number of Equity shares of 10/- each fully paid up` 50921801

Earning per Equity Share of 10/- each fully paid up.` 19.64

(Basic & Diluted)

31st March 2013

31st March 2012

31st March 2013

31st March 2012

31st March 2013

31st March 2012

449.23 813.18 1,641.92 1,711.37 2,091.15 2,524.55

OverseasDomestic Total

Revenue

Segments

f. Actuarial Assumptions

Mortality Table (L.I.C)

Discount rate (per annum) 8.00% 8.00% 8.00% 8.00%

Expected rate of return on plan assets (per annum) 8.00% 8.00% N.A N.A

Rate of escalation in salary (per annum) 5.00% 5.00% 5.00% 5.00%

1994-96 (Ultimate) 1994-96 (Ultimate)

ABG Shipyard Ltd.

Discount rate (per annum) 8.00% 8.70% 8.00% 8.70%

Expected rate of return on plan assets (per annum) 9.25% 7.00%

7.00% 7.00%Rate of escalation in salary (per annum) 7.00% 7.00%

Unfunded

Western India Shipyard Ltd.

Unfunded


185.80

50921801

36.49


84

Companies over which directors / ABG Infralogistics Limitedrelatives are able to exercise control or ABG Power Private Limitedsignificant influence ABG Cranes Private Limited

ABG Foods Private Limited

ABG Acquafarm Private Limited

ABG Glass Private Limited

ABG Engineering & Construction Limited

Tirupati Landmark Private Limited

ABG Mercantile & Investment Services Private Limited

Eleventh Land Developers Private Limited

ABG Resources Private Limited

(formerly Second Land Developers Private Limited)

ABG Motors Limited

ABG Business Ventures Pte. Limited

Banal Investment & Trading Private Limited

Jarrow Finance & Trading Private Limited

Onaway Industries Limited

Agbros Leasing & Finance Private Limited

Aries Management Services Private Limited

G.C. Property Private Limited

Gold Croft Property Private Limited

Somerset Estate Private Limited

Nibodh Trading Private Limited (w.e.f. 3rd September, 2012)

ABG Energy Himachal Pradesh Limited

Drilling & Offshore Pte. Limited

Global Bulk Carriers Pte. Limited

Varada Ventures Pte. Limited

Varada Three Pte. Limited (w.e.f. 1st April, 2012)

Varada Five Pte. Limited (w.e.f. 23rd August, 2012)

Varada Six Pte. Limited (w.e.f. 24th August, 2012)

Varada Seven Pte. Limited (w.e.f. 24th August, 2012)

Individuals owning directly or indirectly Shri. Rishi Agarwalan interest in the voting power that gives them control or significant influence

Key management personnel Major Arun Phatak

Shri. Dhananjay Laxman Datar

Shri. Ram Swaroop Nakra (upto 30th November, 2012)

Cdr. Subhash Kumar Mutreja



85


B. TRANSACTIONS WITH RELATED PARTIES

1 Revenue from Operations 95.07 152.62 253.09

( )64.81 ( )78.48 ( )143.29

Sr.

No.


Company

Controlling

Stake

Fellow

Subsidiary

Companies

Co. over

which

Directors /

relatives

are able to

exercise

significant

influence

Individuals

owning

directly or

indirectly

an interest

in the

voting

power that

gives them

control or

significant

influence

Key

Manage-

ment

Personnel

Total

31st March 2013

control of

(` in crores)

5.40

(0.00)

3 Hire Charges 0.57

(0.79)

4 Services Received 1.80

(1.86)

6 Payment to Key 3.22

Management Personnel (2.65)

7 Purchase of Fixed Assets 0.00 7.12 7.12

(0.09) ( )20.48 (20.57)

8 Sale of Fixed Assets 12.96

(0.00)

9 Sale of Shares 0.01

(0.00)

10 Stage Payment Received (Net) 146.98 599.63 746.61

(155.38) (353.21) (508.59)

2 Rent Expenses 1.09

(1.04)

5 Interest/Guarantee Commission/Other Income Charged

51.90 73.89

(0.00) (0.00)

11 Loans and Advances Given / 199.66 0.00 389.14 630.75 1,219.67

Repaid ( )101.21 ( )2.27 ( )107.91 ( )220.01 ( )431.39

12 Loans and Advances Taken / 208.59 0.00 1.44 248.41 458.80

Refunded ( )111.08 ( )1.11 ( )77.05 ( )33.75 ( )222.99

13 Deposits Given 0.00 0.00

( )42.00 (42.00)

154

Guarantees Taken 618.00 618.00

( )435.00 (435.00)

14 Deposits Given 110.00 110.00

(0.00) (0.00)

0.57

(0.79)

1.80

(1.86)

1.09

(1.04)

21.99

(0.00)

3.22

(2.65)

12.96

(0.00)

0.01

(0.00)

0.12

( )0.00

0.36

( )0.00

16 Guarantees Given 4 0.00 435.12 460.12

( )442.56 (0.00) ( )442.56

25.00

( )0.00

17 Capital Received from Parner 0.01

(0.00)

0.01

(0.00)


86

* Amount less than ̀ 0.01 crore

Notes :1. Related Parties have been identified by the management and relied upon by the auditors.2. Previous Year figures are shown in brackets.3. Names of the Related Parties have been given in cases where the amount of transaction exceeds 10% of the total related

party transactions of the same type.4. Guarantees taken / given comprise of guarantees given to third parties on behalf of the Company / related parties.

Disclosure in respect of Related Party transactions during the year:

1 Revenue from Operations include Varada Marine Pte. Limited ̀ 76.58 crores (Previous Year ̀ 64.81 crores), Global Bulk Carriers Pte. Limited ̀ Nil (Previous Year ̀ 78.48 crores), Varada Three Pte. Limited ̀ 152.62 crores (Previous Year N.A.)

2 Rent Expenses include Tirupati Landmark Private Limited ` 0.08 crores (Previous Year ` 0.08 crores), Jarrow Finance & Trading Private Limited ` 0.10 crores (Previous Year ` 0.09 crores), Aries Management Services Private Limited ` 0.46 crores (Previous Year ̀ 0.38 crores), G.C. Property Private Limited ̀ 0.12 crores (Previous Year ̀ 0.09 crores), Gold Croft Property Private Limited ` 0.12 crores (Previous Year ` 0.09 crores), Somerset Estate Private Limited ` 0.12 crores (Previous Year ̀ 0.09 crores), ABG Power Private Limited ̀ 0.09 crores (Previous Year ̀ 0.22 crores)

3 Hire Charges paid to ABG Infralogistics Limited ̀ 0.57 crores (Previous Year ̀ 0.70 crores)

4 Services Received from ABG Resources Private Limited ̀ 1.80 crores (Previous Year ̀ 1.80 crores)

5 Interest/ Guarantee Commission/ Other Income Charged to Varada Marine Pte. Limited ` 21.99 crores (Previous Year ` Nil), ABG Engineering & Construction Limited ` 32.00 crores (Previous Year ` Nil), Varada Seven Pte. Limited ` 15.00

(` in crores)


Sr.

No.


Company

Controlling

Stake

Fellow

Subsidiary

Companies

Co. over

which

Directors /

relatives

are able to

exercise

significant

influence

Individuals

owning

directly or

indirectly

an interest

in the

voting

power that

gives them

control or

significant

influence

Key

Manage-

ment

Personnel

Total

31st March 2013

control of

Outstanding Balances as

on 31st March 2013

Receivables 70.18 85.00

( )71.92 (89.94)

Advance from customers 1,152.61 1,902.02 3,054.63

( )1,060.02 ( )1,445.81 ( )2,505.83

Loans and Advances Given 14.15 0.00 435.34 992.12 1,441.61

( )35.00 ( )29.50 ( )55.18 (272.50) (392.18)

Payables

10.81

( )28.90

10.55

( )28.90

14.15

( )18.02

Loans and Advances Taken 0.00 234.42 234.42

( )3.43 ( )0.64 ( )4.07

Deposits Given 123.00

( )233.00

Guarantees Taken 4

1,053.00

( )435.00

Guarantees Given 4 88.60 1,046.02 979.02 2,113.64

( )497.56 ( )992.16 ( )511.20 ( )2,000.92

0.67

(0.00)

*0.00

(0.00)

0.26

( )0.00

123.00

( )233.00

1,053.00

( )435.00


87

crores (Previous Year N.A.)

6 Payment to Key Management Personnel include to Major Arun Phatak ` 0.75 crores (Previous Year ` 0.64 crores), Shri. Dhananjay Datar ̀ 0.64 crores (Previous Year ̀ 0.31 crores), Shri. R. S. Nakra ̀ 1.20 crores (Previous Year ̀ 0.97 crores), Cdr. Subhash Kumar Mutreja ̀ 0.63 crores (Previous Year ̀ 0.74 crores)

7 Purchase of Fixed Assets include from ABG Infralogistics Limited ̀ Nil (Previous Year ̀ 20.48 crores), ABG Cranes Private Limited ̀ 7.12 crores (Previous Year ̀ Nil)

8 Sale of Fixed Assets include to ABG International Private Limited ̀ 12.96 crores (Previous Year ̀ Nil)

9 Sale of Shares to ABG Mercantile & Investment Services Private Limited ̀ 0.01 crores (Previous Year ̀ Nil)

10 Stage Payment Received (Net) include from PFS Shipping (India) Limited Rs. 42.39 crores (Previous Year Rs. 82.19 crores), Varada Marine Pte. Limited ` 104.59 crores (Previous Year ` 73.19 crores), Global Bulk Carriers Pte. Limited ` 187.61 crores (Previous Year ` 353.21 crores), Varada Three Pte. Limited ` 170.54 crores (Previous Year N.A.), Varada Five Pte. Limited ̀ 170.76 crores (Previous Year N.A.)

11 Loans and Advances Given/ Repaid include ABG International Private Limited ` 199.66 crores (Previous Year ` 101.21 crores), PFS Shipping (India) Limited ̀ 160.60 crores (Previous Year ̀ 32.44 crores), PFS Offshore Pte. Limited ̀ 226.82 crores (Previous Year ̀ Nil), ABG Cement Holdco Private Limited ̀ Nil (Previous Year ̀ 61.56 crores), ABG Engineering & Construction Limited ` 250.48 crores (Previous Year ` 161.28 crores), ABG Resources Private Limited ` 134.22 crores (Previous Year ̀ 42.90 crores),Varada Seven Pte. Limited ̀ 225.25 crores (Previous Year N.A.)

12 Loans and Advances Taken/ Refunded include ABG International Private Limited ̀ 208.59 crores (Previous Year ̀ 111.08 crores), ABG Cement Holdco Private Limited ` Nil (Previous Year ` 61.56 crores), Varada Seven Pte.Limited ` 2,34.42 crores (Previous Year ̀ Nil)

13 Deposits Given to ABG Resources Private Limited ̀ Nil (Previous Year ̀ 40.00 crores)

14 Deposit Refund Received from ABG Resources Private Limited ̀ 110.00 crores (Previous Year ̀ Nil)

15 Guarantees Taken from ABG International Private Limited ̀ 618.00 crores (Previous Year ̀ 435.00 crores)

16 Guarantees Given to ABG Shipyard Singapore Pte. Limited ` Nil (Previous Year ` 408.96 crores), Varada Ventures Pte. Limited ̀ 435.12 (Previous Year Rs. Nil)

17 Capital Received from Partner includes ABG Resources Private Limited ̀ 0.01 crores (Previous Year ̀ Nil)

37. The Company has firm committments in foreign exchange as regards both its payables and receivables. The company has applied the principle of hedge accounting contained in Accounting Standard 30 issued by the Institute of Chartered Accountants of India for its net firm commitment in receivables and payables in foreign exchange. In view of the same, Mark to Market difference (loss) as on 31st March, 2013 of ̀ 3.36 crore (P. Y. gain ̀ 7.30 crore) does not have any material impact on the financial statements.

38. The figures for the previous year have been arranged/rearranged/regrouped wherever considered necessary.




Mumbai

Dhananjay Datar

Dated : 30th May 2013

Whole Time Director

F. R. No. 107117W



88

NOTES


89

NOTES


90

NOTES


ABG SHIPYARD LIMITEDRegd. Office: Near Magdalla Port, Dumas Road, Surat-395007

Corporate Office: 4th/5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai - 400004

PROXY FORM

I/We _________________________________________________________________________________________________

S/o/W/o/D/o ___________________________________________________________________________________________

of _______________________ in the district of ____________________ being a member/members of the above named Company

hereby appoint Mr./Ms. ______________________________________ of ______________________________ or failing him/her

Mr./Ms. _________________________________ of ______________________ in the district of __________________________ thas my/our proxy to vote for me/us on my behalf at the Annual General meeting of the Company to be held on Friday 27 September,

2013 at the Registered Office of the Company at Near Magdalla Port, Dumas Road, Surat-395007 at 12.00 noon and at any

adjournment thereof.

Signed this ___________________________ day of __________________2013

Signature _______________________________________________________

L.F. No./Client ID No. ______________________________________________

DP ID No.: _______________________________________________________

No. of Share(s) held _______________________________________________

Notes:1. A Member entitled to attend and vote, is entitled to appoint a proxy to attend and vote instead of himself.2. A proxy need to be a member of the Company.3. The proxy form duly completed should be deposited at the Registered Office of the Company at Near Magdalla Port, Dumas

Road, Surat-395007 or Corporate Office of the Company at 4th/5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai-400004 at least 48 hours before the meeting.

4. In order to save time, members are requested to come to venue with the duly filled-in attendance slip.

ABG SHIPYARD LIMITEDRegd. Office: Near Magdalla Port, Dumas Road, Surat-395007

Corporate Office: 4th/5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai - 400004

ATTENDANCE SLIP

thI hereby record my presence at the Annual General Meeting to be held on 27 September, 2013 at the Registered Office of the

Company at Near Magdalla Port, Dumas Road, Surat-395007 at 12.00 noon.

L.F. No./Client ID No. _____________________________________________________________________________________

DP ID No.: _____________________________________________________________________________________________

Full name of the Shareholder ______________________________________________________________________________(In Block Letters)

Father’s/Husband’s Name ________________________________________________________________________________

No.of Equity shares held __________________________________________________________________________________

Signature of the Shareholder or Proxy attending ________________________________________________________________

Affix

` 1

Revenue

Stamp

ABG Annual Report 2012-13

Documents

Transcript of ABG Annual Report 2012-13