ABG Shipyard Limited - Bombay Stock Exchange€¦ · ABG Shipyard Limited Annual Report 2014-2015 2...

ABG Shipyard Limited Annual Report 2014-2015

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Board Of Directors

Mr. Rishi Agarwal – Chairman

Mr. Syed Abdi – Managing Director and CEO

Mr. Dhananjay Datar – Executive Director

Mr. S. Muthuswamy – Executive Director

Mr. Ashwani Kumar – Independent Director

Mrs. Ranjitha Godbole – Nominee Director

Mr. Sushil Agarwal – Independent Director

Mr. Ravi Nevatia – Independent Director

Corporate Identifi cation Number (CIN)

L61200GJ1985PLC007730

AuditorsM/s. Nisar & Kumar Chartered AccountantsA-17, Everest Building,156- Tardeo RoadMumbai-400 034.

M/s. GMJ & Co.Chartered Accountants3rd & 4th Floor,Vaastu Darshan, “B” Wing,Azad Road, Andheri (East)Mumbai – 400 069

BankersAndhra Bank Indian Overseas Bank

Bank of Baroda Laxmi Vilas Bank Ltd.

Bank of India Oriental Bank of Commerce

Canara Bank Punjab and Sindh Bank

Central Bank of India Punjab National Bank

Dena Bank SICOM Limited

Deutsche Bank The South Indian Bank Ltd.

Development Credit Bank Ltd. Standard Chartered Bank

Export- Import Bank of India State Bank of India

ICICI Bank Limited State Bank of Patiala

IDBI Bank Limited State Bank of Travancore

IFCI Limited Syndicate Bank

Indian Bank Yes Bank Limited

Corporate Offi ce

4th/5th Floor, Bhupati Chambers13, Mathew Road,Mumbai-400 004Phone: 91-22-66563000Fax : 91-22-66223050Website:www.abgindia.comE-mail:[email protected]

Contents Page No.

Notice of AGM 02

Directors’ Report 12

Management Discussion & Analysis 19

Corporate Governance Report 32

Independent Auditors’ Report 48

Balance Sheet 52

Statement of Profi t and Loss 53

Cash Flow Statement 54

Notes forming part of the Financial State-ments 55

Consolidated Financial Statements 82

Unaudited Consolidated Financial Results 114

Attendance Slip 117

Proxy Form 119

Registrar & Share Transfer AgentLink Intime India Private Ltd.C-13, Pannalal Silk Mills CompoundL.B.S Marg, Bhandup WestMumbai-400 078.Tele : 91-22-25946970, Fax : 91-22-25946979E-mail : [email protected]

CORPORATE INFORMATION

30th Annual General MeetingDay : ThursdayDate : 30th September, 2015Time : 12.00 noonVenue : At the Registered Offi ce of the Company Near Magdalla Port, Dumas Road, Surat-395 007, Gujarat

Registered Offi ceNear Magdalla PortDumas Road,Surat-395 007, GujaratTele: 91-261-2725191, Fax: 91-261-3048243Website:www.abgindia.comE-mail:[email protected]

Annual Report 2014-2015ABG Shipyard Limited

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NOTICENotice is hereby given that the 30th Annual General Meeting of the Members of ABG Shipyard Limited will be held on Wednesday, September 30, 2015 at 12.00 noon at the Registered Offi ce of the Companyat near Magdala Port, Dumas Road, Surat-395 007,Gujarat, to transact the following business:

OrdinaryBusiness:

1. To receive,consider and adopt the audited Balance Sheet as at March 31, 2015, the Statement of Profi t and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

2. To ratify the appointment of Auditors and fi x their remuneration and for the purpose to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, and upon recommendations of the Audit Committee, M/s. Nisar & Kumar, Chartered Accountants, (Firm Registration No. 107117W) made by the members at the 29th Annual General Meeting to hold the offi ce from the conclusion of said Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company, subject to ratifi cation of their appointment at every Annual General Meeting, be and is hereby ratifi ed at such remuneration plus service tax, out-of-pocket, travelling and living expenses etc. as may be applicable, to be fi xed by the Audit Committee of the Company.”

Special Business:

3. To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution:-

RESOLVED THAT pursuant to Sec.149, 152 and other applicable provisions if any, of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) read with Schedule-IV of the Companies Act, 2013, Mr. Sushil Agarwal (DIN: 07187788), who was appointed as an Additional Director of the Company (Independent & Non-Executive) on the Board as on 18th May 2015, in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Sushil Agarwal as a candidate for the offi ce of Director of the Company as an Independent Director, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director to hold offi ce for 5 (fi ve) consecutive years for a term up to the conclusion of the 35thAnnual General Meeting of the Company in the calendar year 2020 and he is not liable to retire by rotation.

4. To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary Resolution:-

RESOLVED THAT pursuant to Sec.149, 152 and other applicable provisions if any, of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) read with Schedule-IV of the Companies Act, 2013, Mr. Ravi Nevatia (DIN:07200190), who was appointed as an additional Director of the Company (Independent & Non-Executive) on the Board as on 13th August 2015, in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Ravi Nevatia as a candidate for the offi ce of Director of the Company as an Independent Director, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director to hold offi ce for 5 (fi ve) consecutive years for a term up to the conclusion of the 35th Annual General Meeting of the Company in the calendar year 2020 and he is not liable to retire by rotation

5. To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as a Special Resolution:-

“RESOLVED THAT in supersession to the Special Resolution passed by Members of the Company at the 29th Annual General Meeting held on 30th September 2014 and pursuant to the provisions of Section 41, 42, 62 and 71 and other applicable provisions, if any, of the Companies Act, 2013, 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 modifi cations 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 Qualifi ed 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,


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banks, insurance companies, pension funds, individuals, qualifi ed 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 qualifi ed 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 ` 2,000/- crores (Rupees Two 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 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 fi t 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 fi t and as permissible by the law.

RESOLVED FURTHER THAT in case of a Qualifi ed Institutional Placement pursuant to Chapter VIII of the SEBI ICDR Regulations, the allotment of specifi ed securities shall only be to Qualifi ed 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 specifi ed 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 180(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 fi t and to settle all questions, diffi culties 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 fi t 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 fi nal offering circulars/prospectus(es)/offer document(s), and any amendments and supplements thereto, along with supporting papers needed to be fi led for seeking listing approval with any applicable government and regulatory authorities, institutions or bodies as may be required;


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(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, fi nancial and /or legal advisors, depositories, custodians, principal paying/transfer/conversion 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 GRDs/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, diffi culties 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 fi t.

RESOLVED FURTHER THAT the Board and/or the Committee authorized by the Board be and is hereby authorized to accept any modifi cations 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 FURTHUR 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.”

6. To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Sections 197 and 198 read together with Schedule V and the Rules framed thereunder and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”), as amended from time to time and subject to the approval of the monitoring committee of CDR and the Central Government and subject to such conditions and modifi cations as may be prescribed or imposed by the Central Government while granting such approval, the approval of the Members be and is hereby accorded to the payment of the following revised remuneration as Minimum Remuneration to Mr. Syed Abdi, Managing Director in case of no profi ts or inadequacy of profi ts in any fi nancial year,effective from the date of his appointment for remaining tenure of his appointment i.e. upto 8th January 2017:-

Mr. Syed Abdi shall be entitled to the following Salary, Perquisites & Allowances and Bonus:

` Per Month ` Per AnnumSalary Perquisites & Allowance Bonus

11,10,000 10,24,200 16,65,000

The perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) and / 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 modifi cation(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.

“RESOLVED FURTHER THAT the Board of Directors or a Committee thereof of the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign andexecute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this Resolution.”

By Order of the Board of DirectorsDate: August 13, 2015Place: Mumbai

Dheeraj SharmaCompany Secretary


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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. A person can act as proxy on behalf of members not exceeding fi fty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company. A member holding more than ten percent (10%) of the total share capital of the Company may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder

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

2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Businesses to be transacted at the Annual General Meeting is annexed hereto.

3. The details under clause 49 of the Listing Agreement with the Stock Exchange(s) in respect of the directors seeking appointment/ re-appointment at the AnnualGeneralMeeting are annexed hereto.

4. The Register of Members and Share transfer books of the Company will remain closed from Thursday, 24th September, 2015 to Wednesday, 30th September, 2015 (both days inclusive) in connection with the Annual General Meeting.

5. 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 ID setc.to the irrespective depository participant (DP).

6. 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.

7. Members/Proxies are requested to bring their copy of Annual Report and the attendance slip duly fi lled in at the meeting

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

9. 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 InvestorEducationand Protection Fund (thefund) set up by the Government of India and nopayments shall be made by the fund,inrespectofanyclaims.Members who have notyeten cashed their dividend warrants for the fi nancial year ended March 31, 2008 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 theunclaimeddividendforthefi nancialyears2007-08to 2010-11 are due for transfer to the IE PF fund as per table given below: Financial Year Due Date for Transfer2007-08 22nd October, 2015

2008-09 30th October, 2016

2009-10 30th October, 2017

2010-11 27th October, 2018

10. The Ministry of Corporate Affairs (MCA) on 10th May, 2012 notifi ed 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 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 fi nancial years 2007-08 to 2011-2012, as on the date of 29th Annual General Meeting held on 30th September, 2014, 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 to the Company before expiry of seven years.

11. All statutory registers are open for inspection at the Registered Offi ce 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.

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

13. 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.

14. Electronic copy of the Annual Report for 2014 -15 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a physical copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2014 - 15 is being sent in the permitted mode.


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15. Electronic copy of the Notice of the 30th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the company/Depository Participants(s) for communication purposes unless any member has requested for a physical copy of the same. For members who have not registered their email address, physical copies of the Notice of the 30thAnnual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

16. Members may also note that the Notice of the 30th Annual General Meeting and the Annual Report for 2014 – 15 will also be available on the Company’s website www.abgindia.com for download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Offi ce for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor email id: [email protected]

17. Pursuant to the provisions of section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014 and the Clause 35B of the Listing Agreement, the Company is pleased to offer e- voting (Electronic Voting) facility to its members to cast their votes electronically on all resolutions set forth in this Notice convening the 30th Annual General Meeting to be held on Wednesday, September 30, 2015, at 12.00 noon. The Company has engaged the services of Central Depository Services Limited(“CDSL”) as the authorised agency to provide the e-voting facilities.

The e-voting facility will be available during the following voting period:

Commencement of e-voting

From 10.00 a.m. (IST) on 27th September, 2015

End of e-voting

5.00 p.m. (IST) on 29th September, 2015

The instructions for members for voting electronically are as under:-

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the Electronic Voting Sequence Number - “EVSN” along with “COMPANY NAME” i.e. ABG SHIPYARD LIMITED from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID: − For CDSL: 16 digits benefi ciary ID; − For NSDL: 8 Character DP ID followed by 8 Digits Client ID; − For Members holding shares in Physical Form: Please enter Folio Number registered with the Company and then enter the Captcha Code as displayed on the screen; Then Click on Login.

(v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any company, then your existing password is to be used. In case you have forgotten your password then enter the User ID and Captcha Code as displayed on the screen and click on Forgot Password and then enter the details as prompted by the system.

(vi) Otherwise, if you are a fi rst time user or if you are holding shares in physical form, please follow the steps given below: a) Please fi ll the following details in the appropriate boxes (this is applicable to members holding shares in demat form or physical form):

1. Primary Level Enter your 10 digit alpha-numeric PAN issued by Income Tax Department. Please enter in CAPITAL LETTERS This must tally with the PAN registered by you with the Company / Depository Participant. Please note that Members who have not registered their PAN with the Company / Depository Participant, will have to use use the fi rst two letters of their name and the last 8 digits of the demat account/folio number in the PAN fi eld.

2. Secondary Level Enter the Date of Birth as recorded in your demat account or in the Company’s records for the said demat account or folio in dd/mm/yyyy format. OR Enter the Bank Account Number as registered by you in your demat account or in the Company’s records in respect of your shares in the said demat account or folio. OR In case neither your Date of Birth nor Bank Account details are recorded in your demat account or in the Company’s records, as aforesaid, then please enter your demat account number (client id) or your folio number in the Bank Account fi eld. b) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Members holding shares in physical form will then directly reach the EVSN selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password fi eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential.


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(viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(ix) Click on the ABG SHIPYARD LIMITED on which you choose to vote.

(x) On the voting page, you will see Resolution Description and against the same the option “YES/NO” for voting. Select the option “YES” or “NO” as desired. The option “YES” implies that you assent to the Resolution and option “NO” implies that you dissent to the Resolution.

(xi) Click on the “Resolution File Link” if you wish to view the entire Resolution.

(xii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confi rmation box will be displayed. If you wish to confi rm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to change your vote subsequently.

(xiv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xv) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates. After receiving the login details they have to link the account(s) which they wish to vote on and then cast their vote. They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

Please note that:

1. The voting period begins on September 27, 2015 at 10.00 am and ends on September 29, 2015 at 5.00 pm. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date which is September 23, 2015, may cast their vote electronically. The voting rights of shareholders shall be in proportion to their shares in the paid up equity share capital of the Company as on this cut-off date. The e-voting module shall be disabled by CDSL for voting after 5.00 pm on September 26, 2015.

2. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

3. Ms. Kala Agarwal, Practising Company Secretary (Membership No.F5976) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

4. The Scrutinizer shall within a period of not exceeding 48 hours from the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in employment of the Company and forward his report of the votes cast in favour or against, to the Chairman or to any Director or Offi cer who may be authorized by the Chairman for this purpose.

5. The Results shall be declared on or after the Annual General Meeting (AGM). The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.abgindia.com and on the website of CDSL within two (2) days of passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3 & 4

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors Accordingly, to broad base the existing Board, in line with the compliance required under the Companies Act, 2013 and the Listing Agreement signed with the NSE and BSE, the Company has appointed Mr. Sushil Agarwal and Mr. Ravi Nevatia as an Additional Director (Independent & Non-Executive) on the Board as on 18th May 2015 and 13th August 2015 respectively to hold offi ce till ensuing Annual General Meeting as an Additional Director (Independent & Non-Executive).

Section 152 of the Companies Act stipulates for appointment of the Directors in the General Meeting of the Company, accordingly, it is proposed to appoint Mr. Sushil Agarwal and Mr. Ravi Nevatia as Independent Directors, in accordance with the provisions of section 149 of the Act, to hold offi ce for a term of 5 (fi ve) years from the date of this Annual General Meeting of the Company. These Independent Directors are not liable to retire by rotation.

Notices have been received from Members proposing candidature of the above Directors for the offi ce of Independent Director of the Company together with the deposit of `1,00,000 each as prescribed under the applicable provisions of the Companies Act 2013. In the opinion of the Board, Mr. Sushil Agarwal and Mr. Ravi Nevatia, fulfi lls the conditions specifi ed in the Companies Act, 2013 and the Rules made thereunder for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out the terms and conditions of their appointment, is available for inspection at the Registered Offi ce of the Company during business hours on any working day.

A brief profi le of proposed Independent Directors, including nature of their expertise, is annexed to this notice.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Independent Directors for their respective appointment, are concerned or interested, fi nancially or otherwise, in the resolutions set out at item nos. 3 to 4. The Board recommends the Ordinary Resolutions as set out at item nos. 3 to 4 for approval of the Members.


8

Item no. 5.

The Company proposes to raise funds to the tune of `. 2,000/- crores (Rupees Two 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 constituted) to undertake such issue or offer of securities.

1. Object of the issue

In order to strengthen the Balance Sheet of the Company by repayment of its debt and for general corporate purposes, the Company proposes to raise long term capital by issue of further securities.

2. Pricing

In case of an issue of the Securities to Qualifi ed 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 Qualifi ed 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 fi t.

Section 41, 42, 62 and 71 of the Companies Act, 2013 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 62 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 41, 42, 62 and 71 and other applicable provisions of the Companies Act, 2013 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 or Key Managerial Personnel of the Company and their relatives, 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.

Item No. 6

The Members at their Extra Ordinary General Meeting held on 29th March 2014, had approved the appointment of Mr. Syed Abdi as Managing Directors and CEO of the Company on the terms and conditions, including remuneration payable to him subject to the Central Government Approval and the Company accordingly applied to the Central Government for the same which was duly accorded by the Central Government. In view of the performance of Mr. Abdi and his efforts towards the successful implementation of the CDR package and his contribution to strengthen the operations of the yards and overall control over the Company and to retain him for long term to utilize his enormous experience and expertise in the fi eld of restructuring and acquisitions, the Management,in the best interest of the company, has proposed upward revision of remuneration of Mr. Abdi from the date of his appointment, as tabled below and fi x the same as minimum remuneration in case of losses/ inadequate profi t, subject to the approval of the Shareholders, Monitoring Committee of CDR and the Central Government.


9

The Nomination and Remuneration committee of the Board has considered the same and approved the revision in the remuneration of Mr. Abdi in its meeting held on 25thJuly, 2015 and the Board of Directors upon recommendation of the Nomination and Remuneration Committee has approved thesame at their Meeting held on 13th August 2015, subject to the approval of Shareholders and the Central Government.

Taking into consideration the above and the terms of appointment and remuneration (including minimum remuneration) agreed with Managing Directors, it is proposed to obtain Members approval by way of Special Resolutions, as stated herein above, to the payment of minimum remuneration, where the Company has no profi ts or its profi ts are inadequate, to Mr. Syed Abdi for remaining tenure of his appointment,subject to the approval of the Shareholders, Monitoring Committee of CDR and the Central Government.

Your Board of Directors in the interest of the Company have recommended the aforesaid resolutions as set out in this Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives, other than Mr. Syed Abdi, are concerned or interested, fi nancially or otherwise, in the resolutions set out at item nos. 7. The Board recommends the Special Resolutions as set out at item nos. 6 for approval of the Members.

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE COMPANIES ACT, 2013

I. General Information:

(1) Nature of industry

ABG Shipyard Limited (ABGSL) was incorporated in the year 1985 as Magdalla Shipyard Pvt. Ltd. with the main objective of carrying out shipbuilding and ship repair activities. In a span of more than two decades, ABGSL has achieved the status of one of the largest private sector shipbuilding yard in India having customers across the world. ABGSL’s shipyards are located at Dahej and Surat, in the state of Gujarat.

(2) Date or expected date of commencement of commercial production

ABGSL was incorporated on March 15, 1985. The Company had since commenced its business.

(3) In case of new Companies, expected date of commencement of activities as per project approvedby fi nancial institutions appearing in the prospectus - Not applicable.

(4) Financial performance based on given indicators

` in Crores

Particulars FY 2014-15 FY 2013-14 FY 2012-13

Gross Revenue 401.67 1665.41 2149.33

Profi t (Loss) for the period (897.70) (199.30) 107.13

(On standalone basis)

Due to global economic downturn, the fi nance available to Shipping Industry is dried up. The global crisis has impacted the industry due to fall in commodity demand & prices and subsequent fall in cargo demand. The cancellation of contracts for few ships/vessels resulted in piling up of inventory. This has resulted in paucity of working capital and caused signifi cant increase in the operating cycle, thereby aggravating the liquidity problem & fi nancial problem. Due to the combination of all adverse economic factors, the fi nancial position of the Company has weakened and the Company has been facing problems in delivering the vessels.

The Company has made a reference under the Corporate Debt Restructuring system (“CDR”) for restructuring its debts. CDR lenders shown their confi dence in working of the Company and, the CDR Empowered Group has approved a restructuring package in terms of which the existing fi nancial assistance provided by the existing lenders of the Company has been restructured. At present, the Company is working under the CDR Framework and working towards revival of its operations and to come out from the present situation.

(5) Foreign investments or collaboration, if any - The Company has not entered into any material foreign collaboration and no direct capital investment has been made in the Company. Small Foreign investors are holding shares of the Company mainly on account of secondary market purchases.

II. Information about the appointee:

(1) Background details

Mr. Syed Waheed Zafar Abdi (57 years) has done DMET (Marine Engineering Research Institute), Chief Engineer (August 1983), from Ministry of Transport, India.

Mr. Abdi has 35 years of Management experience in Shipbuilding Industry. Mr. Abdi worked in senior capacities with various Ship building and Shipping Industry in India and abroad. His last assignment was Drydock World – Dubai as an Executive Director.


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(2) Past remuneration (last two years): (in `)

Particulars FY 2014-15 FY 2013-14*Salary 6,00,00 (P.M) 6,00,00 (P.M)

Perquisites & Allowance 5,22,917 (P.M) 5,22,917 (P.M)

Bonus 9,00,000 (P.A) 9,00,000 (P.A)

Remunarations details for F.Y. 2013 - 14 are pertaining to appointment of Mr. Abdi in the Company w.e.f. 9th January 2014.

The perquisites and allowances, as aforesaid, shall include accommodation (furnished or otherwise) and / 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 modifi cation(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.Includes leave encashment

(3) Recognition or awards - Nil

(4) Job profi le and his suitability

Mr. Abdi possesses vast experience in Marine and Off shore industry`s Operations and in addition, enrich himself with various functional roles at marine industry particularly:a. Merger and Acquisitionb. Restructuring, including Scheme of Arrangementc. Due Diligenced. Dispute Managemente. Contracts and Claims Managementf. Delay analysisg. Project Management and,h. Bankruptcy management

After evaluating the experience possessed by Mr. Abdi in Marine and Off shoreindustry`s Operations as a Senior Management Personal in United Arab Emirates,South East Asia, Singapore and other part of world, the Company has suited the candidature of Mr. Abdi as Managing Director and Chief Executive Offi cer of theCompany.

As Managing Director and Chief Executive Offi cer of ABG Shipyard Ltd., Mr. Abdi is responsible to develop a strategic plan to advance the Company`s mission and objective and to promote revenue, profi tability and growth as an Organization and to ensure effi ciency, quality, services and cost effective management of resources by overseeing the company operations.Subject to the supervision of the Board, he is overall responsible to develop and promote the business of the Company to cross border territory and identify acquisition and merger opportunity to expand its reach across the globe. He is also responsible to manage and conduct day to day business and affairs of the Company subject to control, direction and supervision of the Board of Director of the Company. He is responsible for all the assignments and duties, as may be assigned to him incapacity of MD & CEO by the Board from time to time.

In view of the performance of Mr. Abdi and his efforts towards the successful implementation of the CDR package and his contribution to strengthen the operations of the yards and overall control over the Company and to retain him for long term to utilize his enormous experience and expertise in the fi eld of restructuring and acquisitions, the Management,in the best interest of the company, has proposed to revise the remuneration of Mr. Abdi from the date of his appointment, and fi x the same as minimum remuneration in case of losses/ inadequate profi t, subject to the approval of the Shareholders and the Central Government.

(5) Remuneration proposed

Mr. Syed Abdi shall be entitled to the remunerations including Salary, Perquisites, Allowances and Bonus as per the details mentioned in the resolutions.

(6) Comparative remuneration profi le with respect to industry, size of the company, profi le of the position and person (in case of expatriates the relevant details wouldbe with respect to the country of his origin).

The remuneration of the MD/CEO is commensurate with remuneration of expatriates appointed atCEO/MD levels of similar sized multinationals. The remuneration of the MD/CEO is commensurate withremuneration of Board level positions in similar sized domestic companies, taking into consideration the responsibilities shouldered by them.


11

(7) Pecuniary relationship directly or indirectly withthe company, or relationship with the managerialpersonnel, if any.

Besides the remuneration paid/payable to Mr. Syed Abdi,he does not have any other pecuniary relationshipwith the Company or with the managerial personnel.

III. Other information:

(1) Reasons of loss or inadequate profi ts

The Performance of the Company has been adversely impacted due to the following reasons:

i. The global crisis has impacted the shipping industry severely due to fall in commodity demand & prices and subsequent fall in cargo demand. The fall in freight rates has resulted in fall/cancellation in new ship/vessel orders impacting the company`s business.

ii. Further, due to global economic downturn, the fi nances available to ship owners have also dried up. Due to global liquidity crunch and impact on shipping industry, banks have reduced fi nancing to the ship building business.

iii. Lower demand of vessels resulted the Dahej Shipyard, which was built primarily for meeting the demand for Rigs and large size bulkers, has very low capacity utilization.

iv. Ship Building Subsidy scheme introduced by the Government of India to survive Indian shipbuilding industry has come to an end for orders placed after August 2007, thereafter Govt. has not introduced any support to the industry, which adversely affected to competitive advantage of the Company to Asian Shipyard protected by their Government.

(2) Steps taken or proposed to be taken for improvement

In order to overcome the adverse fi nancial conditions, the Company made a reference under the corporate debt restructuring system (“CDR”) for restructuring its debts. Pursuant thereto, the CDR Empowered Group at the meeting held on 24th March 2014 approved a restructuring package in terms of which, the existing fi nancial assistance provided by the existing lenders of the Borrower as mentioned in the LOA (the “CDRLenders”) is to be restructured as set out in the letter of approval dated 27th March 2014 issued by the Corporate Debt Restructuring Cell to the Borrower and the CDR Lenders (the “LOA”). In this regard the Company has entered into a Master Restructuring Agreement with the CDR Lenders as on 28th March 2014.

At present the Company is working under the CDR Framework and is working towards revival of its operations and to come out from the present situation.

The key features of the CDR Package are elaborated at Point No 5 under the Directors’ Report forming part of this Annual Report.

(3) Expected increase in productivity and profi ts in measurable terms.

With the help of debt restructuring mechanism and positive economy, industry outlook, it is expected that the Company will overcome from negative fi nancial positions.

The Government has taken several positive initiatives like “Ease of doing Business”, “Make in India” and changes in defence procurement policy to encourage Indigenization of defence and requirements including offset policy. These initiatives will open up a huge opportunity for Indian Shipbuilding Industry particularly for Private Shipyards.

Details of the Directors seeking Appointment/ Re-appointment in the 30th Annual General Meeting

Name of Director Mr. Sushil Agarwal Mr. Ravi V. NevatiaDate of Birth 04/ 05/ 1959 25/ 12/ 1962

Date of Appointment / Re-appointment 18/ 05/ 2015 13/ 08/ 2015

Qualifi cation M.Com, M. Phil and MBA, CMA (erstwhile ICWA).

B.Com, FCA

Experience and Expertise in Specifi c functional area Wide experience and expertise in the fi eld of Cost and Management Accounting. Presently in Independent Practice as a Cost and Management Accountant.

27 years of experience in Statutory & Internal Audit, Tax Audits (Income tax, Service Tax and VAT), Stock Audit & Advisory services.

Directorship held in other Companies NIL Western Indian Shipyard Limited

Committee Positions held in other Companies NIL Audit Committee–Western India Shipyard

No. of Shares held in ABG Shipyard Limited NIL NIL


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DIRECTORS’ REPORTTO THE MEMBERS,

The Board of Directors of your Company are pleased to present the 30th Annual Report together with the Audited Accounts for the fi nancial year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE

Financial performance of the Company for Financial Year 2014-15 is summarised below:

( ` in crores)

Particulars 2014-15 2013-14Sales and Other Income 401.67 1,665.41

Profi t / (Loss) before Interest, Depreciation & Tax (361.82) 370.33

Less: Interest (Net) 724.89 574.72

Profi t / (Loss) before Depreciation & Tax (1086.71) (204.39)

Less: Depreciation 99.18 91.78

Profi t / (Loss) before Tax (1185.89) (296.17)

Less: Provisions for Taxation (288.19) (96.87)

Net Profi t / (Loss) after Tax (897.70) (199.30)

* Figures regrouped wherever necessary.

2. FINANCIAL REVIEW:

During the fi nancial year ended 31st March 2015, the Company reported revenue from operations of Rs 401.67 Crores and EBDIT of ` (361.82) Crores. Net loss after tax is Rs 897.70 Crores. The increase in fi nance cost and decrease in revenue has severely affected the performance of the Company.

3. DIVIDEND

In view of the losses, your Directors do not recommend any dividend for the year under review.

4. SHARE CAPITAL

During the year under review your company has allotted total 29,17,768 nos. of Equity Shares of face value of ` 10/- each at the price of ` 275.92/- and total 25,70,93,339 nos. 0.01% Compulsorily Convertible Preference Shares (CCPS) of face value of ` 10/- each at par, to the Corporate Debt Restructuring (CDR) Lender towards conversion of the Funded Interest Term Loan (FITL)/interest on FITL.

As on 31st March 2015, total Authorised Capital was ` 17000 Crores divided into 1500 Crores Equity Shares of ` 10/- each and 200 crores CCPS of ` 10/- each.

Total Paid Capital of the Company as on 31st March 2015 stood at ` 310,93,29,080/- divided into 5,38,39,569 equity shares of ` 10/- each and 25,70,93,339 CCPS of ` 10/- each.

5. BUSINESS OPERATIONS

Shipyards of your Company are located at Surat and Dahej in Gujarat. Your Company is one of the India’s largest private sector shipyards. Your Company is in the Shipbuilding sector building the Specialized and Sophisticated vessels like Interceptor Boats, battle Practice Target, Cadet Training Ship, 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 Government of India, leading companies in India and overseas. As of now your Company is working on three Cadet Training Ships for the Indian Navy.

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

Your Company has recently delivered two Battle Practice Target Vessels to the Indian Navy. However, during the period under review, the Company was not in position to deliver any ship as the operations of the Company have come under strain. Due to global economic downturn, the fi nance available to Industry is dried up. The global crisis has impacted the shipping industry due to fall in commodity demand & prices and subsequent fall in cargo demand. The cancellation of contracts for few ships/vessels resulted in piling up of inventory. This has resulted in paucity of working capital and caused signifi cant increase in the operating cycle, thereby aggravating the liquidity problem & fi nancial problem. Due to the combination of all adverse economic factors, the fi nancial position of the company has weakened and the company has been facing problems in delivering the vessels.


13

As you are aware that during the last year, your Company has undertaken a Debt Restructuring Exercise under the CDR mechanism governed by the Corporate Debt Restructuring Scheme issued by Reserve Bank of India dated August 27, 2008 and the Corporate Debt Restructuring Guidelines formulated thereunder in consultation with its senior secured lenders Pursuant thereto, the CDR Empowered Group at the meeting held on 24th March 2014 has approved a restructuring package in terms of which the existing fi nancial assistance provided by the existing lenders of the Borrower as mentioned in the LOA (the “CDR Lenders”) was restructured as set out in the letter of approval dated 27th March 2014 issued by the Corporate Debt Restructuring Cell to the Borrower and the CDR Lenders (the “LOA”) and in this regard the Company has entered into a Master Restructuring Agreement with the CDR Lenders (the “Master Restructuring Agreement”) as on 28th March 2014 as amended / modifi ed from time to time.

The salient features of the CDR Package are as follows :

a) Cut-off date - 01st August 2013;

b) Total Debt rescheduled has funded interest ranging from 1 year 6 months to 3 years 7 months and loan is payable over a period of 10 years.

c) Priority Debt sanctioned for meeting the immediate operational and capital requirement of the Company;

d) Reduction in the rate of interest to 11% PA.

e) Conversion of the FITL and further interest thereon into the Equity Shares/0.01% CCPS of the Company.

Presently your company is working under the framework of CDR and working towards revival of its operations and to come out from the present situation.

Disbursements of the Priority Debts by the CDR Lenders : The lenders have disbursed total ` 375.91 Crores, upto 31st March 2015, towards the Priority Debts as per the terms of the MRA for meeting the immediate operational and capital requirement of the Company.

Issue of the Equity shares and CCPS to the CDR Lenders towards the conversion of the FITL and further interest thereon – Till 31st March 2015, FITL/Interest on FITL amounting to ` 337.60 Crs has been converted into the Equity shares and CCPS of the Company.

6. SUBSIDIARIES

At the end of the fi nancial year 2014-15, 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.

In accordance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India (ICAI) on Consolidated Financial Statements, the Consolidated Financial Statements excluding the consolidation of fi nancials of one subsidiary i.e. Western India Shipyard Limited (WISL) are forming part of this Annual Report. The Consolidated Financial Statements have been prepared in line with the provisions of Clause 32 of the Listing Agreement.

The Company has placed the Standalone fi nancials along with the consolidated Financial Statements without consolidation of one subsidiary i.e. Western India Shipyard Limited to the auditors for their report thereon at the Board Meeting of the Company held on 14th August 2015 whereas the Audited Financial Results of the Subsidiary Western India Shipyard Limited were not approved and adopted till the date of Board Meeting of your Company, by the WISL due to unavoidable circumstances at the Yard. Subsequently, WISL has approved and adopted its Financials for FY ended 2014-15 of your Company result due to unpaid at its Board Meeting dated 30th June 2015, therefore, your Company couldn’t consolidate the fi nancials of the WISL and provide the audited Consolidated Financial Statement including the WISL.

A report containing the silent features of the Financial performance of the Subsidiaries, in specifi ed Form AOC – 1 is annexed to this report as “Annexure A” able reason therefore.

Abridged unaudited consolidated fi nancial statement including the fi nancials of the WISL is attached at the end of this Annual Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONS

In terms of the Section 152 and 160 of the Companies Act, 2013 read with Article 190 of the Articles of Association of the Company,Mr. Dhananjay Datar is liable to retire by rotation at the ensuing Annual General Meeting.

During the period under review, Mr. Ashok Chitnis – Independent Director of the Company has resigned from the Company w.e.f. 17th February 2015, due to health issues. Further, Export Import Bank of India (EXIM) has nominated Mr. David Rasquinha as Nominee Director on the Board of the Company w.e.f. 30th May, 2014 which was subsequently withdrawn on 17th October, 2014. Further, IDBI Bank Ltd has nominated Mrs. Ranjitha Godbole in place of Mr. Aloke Sengupta on the Board of the Company as on 14th November 2014.

The Company has appointed Mr. Hasmukh Daftary - Chief Financial Offi cer on 17th December 2014 who was subsequently appointed as Key Managerial Person in terms of the Section 203 of the Companies Act, 2013 w.e.f. 17th February 2015. Mr. Sunil Agarwal Company Secretary of the Company resigned from the Company w.e.f. 13th February 2015 and the Board appointed


14

Mr. Nimesh S. Shah as the Company Secretary in terms of the Section 203 of the Companies Act, 2013, w.e.f. 17th February 2015 who subsequently tendered resignation w.e.f. 29th April, 2015. The Board has appointed Mr. Dheeraj Sharma as the Company Secretary of the Company w.e.f. 1st May 2015 in terms of Section 203 of the Companies Act, 2013.

As per section 149 of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors In line with the compliance of the Section 149 and Listing Agreement, Your Company has appointed Mr. Sushil Agarwal and Mr. Ravi Nevatia as Additional Independent Directors of the Company, on 18th May, 2015 and 13th August, 2015 respectively, who will hold the offi ce till the ensuing Annual General Meeting. The company has received notice from the members proposing the appointment of Mr. Sushil Agarwal and Mr. Ravi Nevatia as the Independent Directors of the Company in terms of the Section 149 read with 152 of the Companies Act, 2013. It is proposed to appoint Mr. Sushil Agarwal and Mr. Ravi Nevatia as Independent Directors, in accordance with the provisions of section 149 of the Act, to hold offi ce as per their tenure of appointment mentioned in the Notice of the Annual General Meeting of the Company.

The Company has received declarations from the said Independent Directors of the Company confi rming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49.

A brief resume of the Directors being appointed at the ensuing AGM, nature of expertise in specifi c 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 disqualifi ed as per the provisions of Section 164 of the Companies Act, 2013, to be re-appointed as directors of your Company.

8. DIRECTORS’ RESPONSBILITY STATEMENT

Your Directors, pursuant to Section 134(3)(c) of the Companies Act, 2013 confi rm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed.

II. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 fi nancial year and of the profi t or loss of the Company for the year under review.

III. The directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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.

V. The directors had laid down internal fi nancial controls to be followed by the company and that such internal fi nancial controls are adequate and were operating effectively.

VI. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

9. NUMBER OF MEETINGS OF THE BOARD

There were four meetings of the Board of Directors of your Company during the year. Details of the meetings are elaborated in the Corporate Governance section of this report.

10. DECLARATION OF INDEPENDENCY:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

11. SEPARATE INDEPENDENT DIRECTORS’ MEETINGS

The Independent Directors meet at least once in a half year, without the presence of Executive Directors or Management representatives. They also have a separate meeting with the Non-Executive Chairman, to discuss issues and concerns, if any.

The Independent Directors met twice on 14th August, 2014 and 17th February, 2015 during the Financial Year ended 31st March, 2015.

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of the same is available on the website of the Company www.abgindia.com


15

13. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND THE DIRECTORS

In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Report on Corporate Governance.

14. POLICY ON DIRECTORS APPOINTMENT AND THEIR REMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed policy for selection and appointment of Directors, Senior Management and their Remuneration. More details on the same are given in the Report on Corporate Governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report elaborating detailed Industry Review and Outlook for the year under review as stipulated under Clause 49 of the listing agreement is presented in a separate section forming part of this Report as “Annexure B”.

16. AUDITORS

Statutory Audit:

M/s. Nisar & Kumar, Chartered Accountants, Statutory Auditors of the Company has been appointed at the last AGM till conclusion of the 32nd AGM subject to ratifi cation by the Shareholders at every general meeting.

Your Directors propose the ratifi cation of the appointment of the M/s. Nisar & Kumar, Chartered Accountants, Statutory Auditors of the Company from the conclusion of this AGM to conclusion of the 32nd AGM.

The auditors have qualifi ed their opinion on non-charging of interest on loans given to certain related and other parties. The management is of the view that considering the relationship of the company with these parties charging of interest is not expedient.

Secretarial Audit:

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mrs. Kala Agarwal, a fi rm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report, in Form MR-3, is annexed herewith as “Annexure C”

The report does not contain any qualifi cation save and except the composition of the Board in accordance with the provisions of the clause 49 of the Listing Agreement and delay / default in fi ling of several forms with the Registrar of Companies till 31st March 2015.

In line of the above the Company has appointed two Independent Directors on the Board of the Company and improved the manner and process for fi ling of forms with the Registrar of Companies.

17. ISSUE OF SECURITIES

In order to strengthen the Balance Sheet of the Company by repayment of its debt and for general corporate purposes, 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 ̀ 2,000/-Crs (Rupees Two Thousand Crores).

Accordingly the enabling resolution mentioned in the Notice of meeting is commended for your approval.

18. EXTRACT OF ANNUAL RETURN:

The extract of the annual return as provided under sub-section (3) of section 92 –in prescribed Form MGT-9 is forming part of this report as “Annexure D”

19. DEPOSITS/FIXED DEPOSITS

The Company has not accepted deposits by way of invitation to the public and therefore, provisions of Section 73 of the Companies Act, 2013 are not applicable to the Company.

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

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in “Annexure E”.

21. CORPORATE GOVERNANCE

ABG consistently emphasises its commitment towards a healthy corporate governance policy and adherence of the same that defi nes and drives organisation performance as per its cherished values and commitments to every stakeholder.

A detailed report on compliance of Corporate Governance in terms of Clause 49 of the Listing Agreement is presented in a separate section forming part of this Report as “Annexure F”.


16

The Statutory Auditors’ certifi cate on compliance with Corporate Governance by the Company is attached to the report on Corporate Governance.

22. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT:

Particulars of the outstanding loans or guarantees covered under the provisions of Section 186 of the Act as on March 31, 2015 have been elaborated in note no. 37 to the Financial Statements.

During the Financial Year 2014-15, the Company has not given any Guarantee/Loan or provided any Security under the provisions of Section 186 of the Companies Act, 2013.

23. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Offi ce of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

24. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Directors and the designated employees have confi rmed compliance with the Code.

25. INDUSTRIAL RELATIONS

Your Company maintained healthy, and cordial industrial relations at all levels at the offi ces and yards of the Company throughout the year.

26. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirement of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility (CSR) Committee. A report on CSR Activities of the Company is attached with this Directors’ Report as “Annexure G”. The CSR Policy adopted by the Board of Directors is available on the Company’s website www.abgindia.com.

27. NOMINATION AND REMUNERATION POLICY

The Board of Directors of the Company have Nomination and Remuneration Committee in line with the provisions of the Companies Act, 2013 and the Listing Agreement. The Board has placed the Nomination and Remuneration Policy in terms of Section 178 of the Companies Act, 2013.

Composition of the Nomination and Remuneration Committee are elaborated in the Corporate Governance Report annexed to this Report.

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy/Vigil Mechanism and has established the necessary vigil mechanism in line with sub clause II - F of clause 49 of the Listing Agreement with the Stock Exchanges as notifi ed by SEBI Circular dated April 17, 2014 and Section 177 (9) of the Companies Act, 2013, for the directors and employees to report concerns about unethical behaviour. 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.

29. RISK MANAGEMENT POLICY

The Board of Directors has constituted a Risk Management Committee and has devised a mechanism for risk management. The Risk Management Committee will work towards assessment of the risks in the operation of yards, identifying internal and external risks and implementing risk mitigation steps.

The Company has developed a Risk Management Policy which will assist the Board through the Risk Management Committee to supervise the risk management system, process and procedure of the Company.

Composition of the Risk Management Committee and Terms of reference thereof is described in the Corporate Governance Report annexed to this Report.


17

30. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has devised and implemented a policy on Prevention of Sexual Harassment, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints were received by the Company related to sexual harassment.

31. APPRECIATION

Your Directors wish to extend their sincere gratitude to all the Customers, Suppliers, Bankers, Financial Institutions, Trustees, Government Authorities/Offi cials, Business Associates, Shareholders and Debenture Holders of the Company for their continuous guidance and support to the Company and their continued confi dence in the management of the Company.

Further, the Company and its Board of Directors wish to express admiration and acknowledge the understanding, support and services of the employees at all levels which have largely contributed to effi cient operations and management of the Company during the year under review and make the Company confi dent to come out from the tough business span of the Company.

Place: Mumbai Date: 13th August 2015

For and on behalf of the Board

Syed AbdiManaging Director & CEO

S. MuthuswamyExecutive Director


18

Annexure - A to Directors’ ReportForm AOC-1

(Pursuant to fi rst proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the fi nancial statement of subsidiaries/associate companies/joint venturesPart “A”: Subsidiaries

Rs. In Crores

Sl. No. Particulars Details1 Name of the subsidiary ABG Shipyard

Singapore Pte. Ltd.ABG FPSO Pvt.

Ltd.Western India Shipyard Ltd

2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

NA NA NA

3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

Reporting Currency- USD

Exchange rate 1USD = `62.64

NA NA

4. Share capital 18.82 0.01 58.935. Reserves & surplus 240.21 (3.81) (112.18)6. Total assets 416.90 9.57 190.567. Total Liabilities 416.90 9.57 190.568. Investments 272.26 - 0.059. Turnover - 58.19 28.2410. Profi t before taxation (0.03) 0.62 (34.78)11. Provision for taxation 0.80 2.98 (0.12)12. Profi t after taxation 0.83 (2.36) (34.66)13. Proposed Dividend NA NA NA14. % of shareholding 100% 100% 53.14

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of associates/Joint Ventures NA

1. Latest audited Balance Sheet Date NA

2. Shares of Associate/Joint Ventures held by the company on the year end

NA

No. NA

Amount of Investment in Associates/Joint Venture NA

Extend of Holding% NA

3. Description of how there is signifi cant infl uence NA

4. Reason why the associate/joint venture is not consolidated NA

5. Net worth attributable to shareholding as per latest audited Balance Sheet

NA

6. Profi t/Loss for the year NA

i. Considered in Consolidation NA

ii. Not Considered in Consolidation NA


19

Annexure - B to Directors’ ReportMANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY OVERVIEW AND OUTLOOK

Global shipbuilding industry is passing through a very diffi cult phase. Recent reports indicate that world’s top three shipbuilders (Hyundai, Daewoo and Samsung) posted a combined US$ 4.1 Bn. loss in the period of January – June 2015. Mounting losses at vessel makers are the latest example of diffi culties for the Global shipbuilding industry after a glut of vessel and depressed freight rates. There is fi erce competition that has led to unreasonable low prices to win orders Crude oil prices also collapsed 60% from June 2014 to March 2015 damping demand for drilling rigs. India’s Shipbuilding Industry also suffered huge losses during the year for the above factors

However, the Government has taken several positive initiatives like “Ease of doing Business”, “Make in India” and changes in defence procurement policy to encourage Indigenization of defence and requirements including offset policy. These initiatives will open up a huge opportunity for Indian Shipbuilding Industry particularly for private shipyards as public sector Shipyards have their order books full for next several years.

The shipbuilding industry, has a huge role to play in the economic development of a country. In the Indian context, demand for shipbuilding originates both from the commercial and government sectors It is highly capital and labour intensive in nature and has a huge potential to generate employment.

The global shipbuilding industry is worth approximately ` 73.00 tn ($1.3tn) with India accounting less than 1% of it, according to the study titled ‘Shipbuilding Industry in India: An overview’

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.

Liquefi ed Natural Gas market is growing at a compounded annual growth rate (CAGR) of 2.8% from 2013 and will extend up to 2019 when total market value will rise to US$196.4 mn from $161.4 mn in 2012, according to a new report titled “Liquefi ed Natural Gas Market: Global Industry Analysis, size, share, growth, trends and forecast, 2013-19. More over GAIL has received a directive from the ministry to consider building LNG Ships at indigenous yards promoting shipbuilding industry here.

In the past two years, three of India’s private yards—ABG Shipyard, Bharati Shipyard and Pipavav Defence and Offshore—had to opt for Corporate Debt Restructuring (CDR) with a consortium of banks as tardy cash fl ows and a lack of new orders strained their ability to repay loans.

The following positive pronouncements by Indian leaders auger well for the future of Indian Shipbuilding Industry:

“India offers immense potential for the shipbuilding industry,” PM Modi said at the inauguration of General Electric Co.’s multi-modal manufacturing facility at Chakan, Pune, on 14 February 2015.

“As part of the ‘Make in India’ initiative, ship-designing capabilities, ship building and ship repair activities will be strengthened,” President Pranab Mukherjee said in his address to the joint session of both Houses of Parliament.

“Shipbuilding is a very vast sector. We have young people, skilled manpower who can be easily mobilized. Shipbuilding is also not about technology. Turner, fi tter, welder also are involved in shipbuilding. The poorest of the poor gets employment,” Modi said on 16th August 2014 during the foundation stone ceremony for an SEZ and road connectivity project at the Jawaharlal Nehru Port Trust near Mumbai.

“India’s contribution to global shipbuilding has been very low. South Korea, a very small country, smaller than the state of Maharashtra, today alone has a 40% share of global shipbuilding. We want to encourage shipbuilding,” Modi said.

Elaborating on his theme of ‘Come, make in India’, which he mentioned during his Independence Day address last year, the Prime Minister said his government will encourage foreign investment in shipbuilding.

OPPORTUNITIES & THREATS

India has a potential to garner a larger share in the global shipbuilding market. However, the Indian yards are yet to achieve the critical scale to overcome the disadvantages compared to other competing nations. Hence, Government support is essential for India to realize its shipbuilding potential and enjoy the consequent benefi ts to the economy.

In order to protect the domestic Ship Building Industry, the Shipping Ministry has initiated discussions with fi nancial institutions to extend low-cost loans to shipbuilders The Ship Building Development Fund will form a key part of a policy being drafted by the Shipping Ministry to promote local shipbuilding. Features of the policy could include granting Special Economic Zone (SEZ) status to Shipyards and declaring it as a strategic sector with attendant fi scal incentives. Indian shipyards are outbid by Chinese and Korean shipyards due to cost differentials arising from lack of support for the industry in India.

The key factors which are driving growth in the offshore support vessel market are global oil & gas demand, growing exploration and production activities and increase in the number or offshore platforms. Offshore support vessel is a moderately developing


20

market with no other substitutes available currently which makes it backbone of offshore industry. Consequently, the market is expected to have steady growth rate in future. Growing demand of oil & gas and other offshore activities with increasing investment in modernization of infrastructure of oil platform and wells is expected to drive the offshore support vessel market. It is estimated to reach $91,228.8 million by 2018, with a CAGR of 5.7% from 2013 to 2018.

The Indian Defence industry is one of the fastest-growing global Defence markets. India’s Defence capital expenditure, which refers to the part of the Defence budget that is spent on the acquisition of all types of military hardware and technology, has grown at a CAGR of 12.25% over the period.

The strong growth in the industry is attracting foreign original equipment manufacturers (OEMs) and leading companies from the domestic private sector to enter the market.

Shipbuilding is an unusual industry as 65 percent of value addition during building of ships comes from other industries. Also, shipbuilding is a labor intensive industry. As an estimate, about 750 workers working for a year are required to build a 30,000 DWT vessel in India.

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 growth of the domestic shipbuilding sector, which today imports about 45 percent of its input requirements, can provide a major trigger for large-scale indigenization of heavy engineering products and ancillaries. Heavy engineering industry is integrated with various core sectors for its demand. The demand is derived primarily from capacity creations in sectors like infrastructure and general manufacturing including process industries. Being an intermediate industry, its demand depends on end-user industries. However, as the end-user industry mix is fairly diverse, it is necessary to generate long-term sustainable growth drivers for heavy engineering segment, in order to expand the manufacturing base and enhance overall manufacturing competitiveness. Shipbuilding industry can play the role of mother industry to heavy engineering, similar to the critical role essayed by auto manufacturing in case of light engineering.

In addition, a healthy shipbuilding industry is also likely to attract ship repair business. Ship repair is even more labor intensive and profi table than shipbuilding. India, with its labor advantage and its ideal position on international trade route, is well placed to wrest this business from competitors, once the shipbuilding industry is developed. This can create additional revenue and employment opportunities with marginal increase in investment. Finally, a booming domestic shipbuilding industry would also provide the much needed domestic capability which can be accessed for future needs of the Navy and Coast Guard and help realize the goal of indigenization in defence production.

RISK AND CONCERNS

The shipbuilding industry is facing a series of challenges after the unprecedented ramp up of capacity in the past ten years. These include:

• overcapacity and lower realisation • lower order volumes and utilization changing product mix • fi nancing of new orders • changing ship economics, ship design and regulations• Reduction in crude oil price

Financing Costs: Financing costs assume greater signifi cance in shipbuilding due to its special requirements. Major shipbuilding countries have created supportive mechanisms to ease the burden of these costs. Indian shipyards, with no such direct support, face additional costs on account of fi nancing. Bank Guarantees Shipyards are required to provide bank guarantees to protect the ship buyer. These guarantees comprise performance guarantee (for timely delivery), refund guarantee (for stage payments) and post-construction guarantee (towards defects). In China ,the government provides sovereign refund guarantees for certain class of vessels, thus removing any related burden on the shipyard. In Korea , shipyard fi nancing has matured and the evolved mechanisms drive the cost lower. However, in India, there is no support from the Government to reduce the cost as in the case of Korea.

Indian shipyards currently pay interest of 13-14% on capital expenditure and working capital loans for purchasing raw materials and other inputs against 4-6% in countries such as China and South Korea. The differential interest cost imposes a signifi cant cost burden on Indian built ships.

Indian shipyards are outbid by Chinese and Korean shipyards due to cost differentials arising from the lack of support for the industry in India, said a spokesperson for the Shipyards Association of India. “On the other hand, foreign shipyards benefi t from direct fi scal and non-fi scal support from their respective governments,” he said.

“Korea, China and Japan have pursued a mix of fi scal and non-fi scal incentives for encouraging growth and development of their shipbuilding industry. Shipbuilding is a capital intensive industry with a ‘sell fi rst, build later’ model where buyers pay a small percentage of the price of the ship upfront. This requires shipbuilders to invest substantial capital in executing orders Availability of loans at a low cost is a signifi cant support provided by most shipbuilding countries to their yards,”.

The nodal responsibility of the entire Shipbuilding and Ship-repair Industry vests with the Ministry of Shipping. The Ministry of


21

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.

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 fi gure 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 signifi cantly 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 and ensures proper safeguarding of assets, maintaining proper accounting records and providing reliable fi nancial statements. The Company has an internal audit system supported by external consultants to help the Company to strengthen the internal audit and risk management functions. The fi nance and accounts functions of the Company are well staffed with qualifi ed and experienced professionals.

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.

HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company recognizes the Human Resources as its most important assets and is constantly engaged in enriching the value and developing competencies of Human Resources through various development strategies.

The relationship between the management and the employees is very cordial and there are no outstanding industrial disputes. The management also has well laid down HR Policies for its employees. Welfare and health & safety of employees are high priority areas.

INTELLECTUAL PROPERTY RIGHTS

Innovation is an on-going process in the Company. It is the endeavor of Company to encourage inventions of new products and processes in order to increase IP Assets of the Company.

The Company has developed an effective internal system to protect its Intellectual Property Rights.

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.


22

Annexure - C to Directors’ ReportSECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST March, 2015[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

ABG SHIPYARD LTD.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by M/s ABG SHIPYARD LTD (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verifi cation of M/s ABG SHIPYARD LTD’s books, papers, minute books, forms and returns are fi led and other records are maintained by the company and also the information provided by the Company, its offi cers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the fi nancial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns fi led and other records maintained by “the Company” for the fi nancial year ended on 31st March, 2015, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder:

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; including Amendments thereof.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Other laws as may be applicable specifi cally to the company as identifi ed by the management, that is to say:

(a) Factories Act, 1948

(b) Industrial Disputes Act, 1947

(c) Payment of Wages Act, 1936

(d) The Minimum Wages Act, 1948


23

(e) Employees’ State Insurance Act, 1948

(f) The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

(g) The Payment of Bonus Act, 1965

(h) Payment of Gratuity Act, 1972

(i) The Contract Labour (Regulation and Abolition) Act, 1970

(j) The Maternity Benefi t Act, 1961

(k) The Child Labour (Prohibition and Regulation) Act, 1986

(l) The Industrial Employment (Standing Orders) Act, 1946

(m) The Employees’ Compensation Act, 1923 (earlier known as Workmen’s Compensation Act, 1923)

(n) Equal Remuneration Act, 1976

(o) The Employment Exchange (Compulsory Notifi cation of Vacancies) Act, 1956

(p) The Environment (Protection) Act. 1986

(q) The Hazardous Wastes (Management, Handling And Transboundary Movement) Rules, 2008

(r) The Water (Prevention & Control of Pollution) Act, 1974, [Read with Water (Prevention & Control of Pollution) Rules, 1975)

(s) The Air (Prevention & Control of Pollution) Act, 1981, [Read with the Air (Prevention & Control of Pollution) Rules, 1982

(t) Customs Act, 1962

(u) Gratuity Act, 1972

(v) Gujarat Maritime Board Act-1981

(w) Indian Ports Act 1908

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE) & National Stock Exchange (NSE).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

1. Companies Act, 2013:

The company has failed/delayed in fi ling several Forms with registrar of Companies during the period under review.

2. Listing Agreement:

i. The Company has not met the criteria to appoint at least one-half of the Board of the Company as Independent Directors as required under Clause 49 (IA) of Listing Agreement during the audit period under review.

ii. Mr. Ashok Chitnis, Independent Director of the Company has resigned on 17th February, 2015, however no other Independent Director was appointed in his placeas required under Clause 49 (IID) of the Listing Agreement till 31st March 2015.

iii. Due to resignation of Mr. Ashok Chitnis, Independent Director, the Company was not in compliance with the adequate Composition of Audit Committee as well as Nomination and Remuneration Committee as on 31st March 2015.

We further report that, the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act, except our observations mentioned above.

Adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifi cations on the agenda items before the meeting and for meaningful participation at the meeting.


24

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has following events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

1) During the Year under review the Company has allotted total 29,17,768 nos. of Equity shares of face value of ` 10/- each at the price of ` 275.92/- and total 25,70,93,339 nos. 0.01% Compulsorily Convertible Preference Shares (CCPS) of face value of ` 10/- each at par, to the Corporate Debt Restructuring (CDR) Lender towards conversion of the Funded Interest Term Loan (FITL)/interest on FITL..

Kala AgarwalPlace : Mumbai Practising Company SecretaryDate : 13th August, 2015 FCS No.: 5976

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure 1’ and forms an integral part of this report.

To, ‘Annexure 1’The Members,ABG SHIPYARD LTD.Magdala Village off Dumas Road,Surat- 395007, Gujarat.

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifi cation was done on test basis to ensure that correct facts are refl ected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verifi ed the correctness and appropriateness of fi nancial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verifi cation of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the effi cacy or effectiveness with which the management has conducted the affairs of the company.

Kala AgarwalPlace : Mumbai Practising Company SecretaryDate : 13th August, 2015 FCS No.: 5976


25

Annexure - D to Directors’ ReportFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on fi nancial year ended on 31st March 2015.

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS: 1 CIN L61200GJ1985PLC0077302 Registration Date 03/15/19853 Name of the Company ABG Shipyard Ltd4 Category/Sub-category of the Company Public Company5 Address of the Registered offi ce & contact details Magdala Village, Off Dumas Road, Surat, Gujarat -

395007. Tel. 0261 27251916 Whether listed company Listed7 Name, Address & contact details of the Registrar & Transfer

Agent, if any.Link Intime India Private Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup West, Mumbai - 400078

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)S. No. Name and Description of main products / services NIC Code of the

Product/service% to total turnover

of the company1. Building of Ships and Floating structures 3011 100.00%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESS.

No.Name and address of the

Company CIN/GLNHolding/

Subsidiary/ Associate

“% ofsharesheld”

“ApplicableSection”

1 ABG International Private Limited Bhupati Chambers,13, Mathew Road, Opera House, Mumbai 400 004..

U99999MH1993PTC073745 Holding 57.97% 2(46)

2 Western India Shipyard Limited P B No 21, Mormugao Harbour, Mormugao, Goa - 403803

L35111GA1992PLC002464 Subsidiary 59.21% 2(87)(ii)

3 ABG Shipyard Singapore Pte. Ltd. 371, Beach Road, #22-01, Keypoint Singapore (199597)

NAWholly Owned

Subsidiary 100% 2(87)(ii)

4 ABG FPSO Private Limited 5Th Floor, Bhupati Chambers, 13 Mathew Road, Mumbai - 400004

U11100MH2012PTC225894 Subsidiary 100% 2(87)(ii)


26

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)(i) Category-wise Share HoldingCategory of Shareholders “No. of Shares held at the beginning of the

year[As on 31-March-2014]”

"No. of Shares held at the end of the year[As on 31-March-2015]"

% Change during the

yearA. Promoters Demat Physical Total % of

Total Shares

Demat Physical Total % of Total Shares

(1) Indiana) Individual/ HUF 375,000 - 375,000 0.74% 375,000 - 375,000 0.70% 0.00%

b) Central Govt - - - 0.00% - - - 0.00% 0.00%

c) State Govt(s) - - - 0.00% - - - 0.00% 0.00%

d) Bodies Corp. 34,212,057 - 34,212,057 67.19% 31,211,040 - 31,211,040 57.97% -8.77%

e) Banks / FI - - - 0.00% - - - 0.00% 0.00%

f) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total (A) (1) 34,587,057 - 34,587,057 67.92% 31,586,040 - 31,586,040 58.67% -8.68%

(2) Foreigna) NRI Individuals - - - 0.00% - - - 0.00% 0.00%

b) Other Individuals - - - 0.00% - - - 0.00% 0.00%

c) Bodies Corp. - - - 0.00% - - - 0.00% 0.00%

d) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00%

TOTAL (A) 34,587,057 - 34,587,057 67.92% 31,586,040 - 31,586,040 58.67% -8.68%

B. Public Shareholding1. Institutionsa) Mutual Funds 306 - 306 0.00% 271 - 271 0.00% -11.44%

b) Banks / FI 1,161,838 - 1,161,838 2.28% 3,625,237 318,946 3,944,183 7.33% 239.48%

c) Central Govt - - - 0.00% - - - 0.00% 0.00%

d) State Govt(s) - - - 0.00% - - - 0.00% 0.00%

e) Venture Capital Funds - - - 0.00% - - - 0.00% 0.00%

f) Insurance Companies 300,000 - 300,000 0.59% 300,000 - 300,000 0.56% 0.00%

g) FIIs 2,307,008 - 2,307,008 4.53% 3,443,909 - 3,443,909 6.40% 49.28%

h) Foreign Venture Capital Funds

- - - 0.00% - - - 0.00% 0.00%

i) Others (Foreign Portfolio Investor (Corporate)

- - - 0.00% 263,421 - 263,421 0.49% 0.00%

Sub-total (B) (1):- 3,769,152 - 3,769,152 7.40% 7,632,838 318,946 7,951,784 14.77% 110.97%

2. Non-Institutions

a) Bodies Corp.i) Indian 9,204,118 - 9,204,118 18.08% 10873632 0 10,873,632 20.20% 18.14%

ii) Overseas - - - 0.00% 0 0 - 0.00% 0.00%

b) Individualsi) Individual shareholders holding nominal share capital upto ` 1 lakh

1,580,993 1,080 1,582,011 3.11% 2131446 1018 2,132,464 3.96% 34.79%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

1,095,627 - 1,095,627 2.15% 314250 0 314,250 0.58% -71.32%

c) Others (specify)Non Resident Indians 73,418 - 73,418 0.14% 296786 0 296,786 0.55% 304.24%

Overseas Corporate Bodies

- - - 0.00% - - - 0.00% 0.00%


27

Foreign Nationals - - 0.00% 0.00% 0.00%

Clearing Members 597,933 - 597,933 1.17% 677793 0 677,793 1.26% 13.36%

Trusts 4,000 - 4,000 0.01% 0 0 - 0.00% -100.00%

Offi ce Bearers 8,485 - 8,485 0.02% 6820 0 6,820 0.01% 0.00%

Foreign Bodies - D R - - - 0.00% 0 0 - 0.00% 0.00%

Sub-Total (B)(2):- 12,564,574 1,080 12,565,592

24.68% 14,300,727 1,018 14,301,745 26.56% 13.82%

Total Public (B) 16,333,726 1,080 16,334,744

32.08% 21,933,565 319,964 22,253,529 41.33% 36.23%

C. Shares held by Custodian for GDRs & ADRs

- - - 0.00% - - - 0.00% 0.00%

Grand Total (A+B+C) 50,920,783 1,080 50,921,801 100.00% 53,519,605 319,964 53,839,569 100.00% -

(ii) Shareholding of PromoterSr.No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year % change in shareholding

during the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

1 ABG International Pvt. Ltd 34,212,057 67.19% 62.07% 31,211,040 57.97% 95.57% -8.77%

2 Rishi Agarwal 281,250 0.55% 0% 281,250 0.52% 100% 0.00%3 Kamlesh Kumar Agarwal 93,750 0.18% 0% 93,750 0.17% 0% 0.00%

34,587,057 67.92% 31,586,040 58.67% -8.68%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)Sr

No.Particulars Shareholding at the beginning of the

yearCumulative Shareholding during the

yearNo. of shares % of total shares No. of shares % of total shares

ABG INTERNATIONAL PVT. LTD.1 At the beginning of the year 34,212,057 67.19% 0.00%2 Changes during the year 3,001,017 5.89% 0.00%3 At the end of the year 31,211,040 61.29% 31,211,040 57.97%

The change in shareholding was due to invocation of pledge by the lenders on various dates.(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):Sr.No.

For each of the Top 10 shareholders Shareholding at the beginning of the year

Shareholding at the End of the Year

No. of shares % of total shares No. of shares % of total sharesNAME

1 Religare Finvest Ltd 5,186,866 10.19% 4,930,872 9.16%2 DB International (Asia) Ltd - 0.00% 14,50,000 2.69%3 Nippon Investment and Finance Com-

pany Private Ltd.10,31,816 2.03% 13,71,634 2.55%

4 Orange Mauritius Investments Limited 12,30,000 2.42% 12,30,000 2.28%5 Syndicate Bank 0 0.00% 10,64,076 1.98%6 Life Insurance Corporation of India 10,00,000 1.96% 10,00,000 1.86%7 Bank of Baroda - 0.00% 5,49,800 1.02%8 Andhra Bank - 0.00% 5,05,053 0.94%9 Stock Holding Corporation Of India

Ltd - A/C Nse Derivatives- 0.00% 4,81,625 0.89%

10 The South Indian Bank Ltd - 0.00% 4,79,893 0.89%11 BakuleshTrambaklal Shah 8,96,857 1.76% - 0.00%12 MotilalOswal Securities Ltd 5,02,433 0.99% 10,312 0.02%


28

Sr.No.

For each of the Top 10 shareholders Shareholding at the beginning of the year

Shareholding at the End of the Year

No. of shares % of total shares No. of shares % of total shares13 LKP Finance Limited 50,391 0.10% 4,27,555 0.79%14 Dimensional Emerging Markets Value Fund 3,20,558 0.63% 91,428 0.17%15 General Insurance Corporation Of India 3,00,000 0.59% 3,00,000 0.00%16 Decent Financial Services Pvt Ltd 2,71,500 0.53% 2,65,000 0.49%

The change in the shareholding in the above shareholders was due to buying/selling of shares by the shareholders on various dates

(v) Shareholding of Directors and Key Managerial Personnel: Sr.No.

Shareholding of each Directors and each Key Managerial Personnel

Date Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares

1 Mr. Rishi AgarwalAt the beginning of the year

1/4/2014 281,250 0.55% 281,250 0.52%

Changes during the year - 0.00% - 0.00%At the end of the year 3/31/2015 281,250 0.55% 281,250 0.52%

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment.

(Rs in crores)Particulars Secured Loans

excluding depositsUnsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the fi nancial yeari) Principal Amount 4,472.14 885.74 - 5,357.88ii) Interest due but not paid 40.06 11.14 - 51.20iii) Interest accrued but not due 4.04 0.79 - 4.83 Total (i+ii+iii) 4,516.24 897.67 - 5,413.91

Change in Indebtedness during the fi nancial year* Addition 1,991.70 323.63 - 2,315.33 * Reduction 664.27 1.31 - 665.58 Net Change 1,327.43 322.32 - 1,649.75

Indebtedness at the end of the fi nancial yeari) Principal Amount 5,760.96 1,187.66 - 6,948.62 ii) Interest due but not paid 76.35 32.00 - 108.35 iii) Interest accrued but not due 6.36 0.33 - 6.69 Total (i+ii+iii) 5,843.67 1,219.99 - 7,063.66


29

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:Sr.No. Particulars of Remuneration Total Amount

(Rs/Lac)Name : Mr. Syed Abdi Mr. Dhananjay

DatarMr. S.

MuthuswamyDesignation : Managing

Director & CEO

Executive Director

Executive Director

1.

Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

134.10 47.29 47.77 229.16

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0.39 0.39 0.39 1.17

(c) Profi ts in lieu of salary under section 17(3) Income- tax Act, 1961

- - - -

2. Stock Option - - - -3. Sweat Equity - - - -

4.Commission - - - -- as % of profi t - - - -- others, specify - - - -

5 Others, please specify - - -Total (A) 134.49 47.68 48.16 230.33

Overall Ceiling as per the Act *B. Remuneration to other Directors

Sr.No Particulars of Remuneration Total Amount(Rs/Lac)

1 Independent Directors Mr. Ashwani Kumar

Mr. Ashok Chitnis

Nominee Director

Fee for attending board committee meetings

1.10 0.44 0.55 2.09

Commission - - - - Others, please specify - - - - Total (1) - - - -

2 Other Non-Executive Directors - - - - Fee for attending board committee meetings

- - - -

Commission - - - - Others, please specify - - - - Total (2) - - - - Total (B)=(1+2) - - - 2.09

Total Managerial Remuneration (A+B) 232.42Overall Ceiling as per the Act *

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTDSr.No Particulars of Remuneration Total Amount

(Rs/Lac)Designation CFO CS

1 Gross salary(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 196180.87 20.97 101.84

b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.39 0.39 0.78(c) Profi ts in lieu of salary under section 17(3) Income- tax

Act, 1961- - -

2 Stock Option - - - 3 Sweat Equity - - -


30

4 Commission - - - - as % of profi t - - - - others, specify - - -

5 Others, please specify - - - Total 81.26 21.36 102.62

* Since the company is having losses, the company has paid Managerial Remunaration in accordance with the provision of sec-tion 196 and 197 of the companies Act, 2013 read with Schedule V and rules made thereunder.VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD /NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NILB. DIRECTORSPenalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NILC. OTHER OFFICERS IN DEFAULT Penalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NILCompounding NIL NIL NIL NIL NIL


31

Annexure - E to Directors’ ReportInformation relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required

under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) rules, 2014

A. Conservation of energy:

(a) Energy conservation measures taken:

At Dahej Yard:

• 60 Nos. Electronic Chock base 1 x 28 W tube light installed in Staff colony at Bharuch.

• 3000 KVAR capacitor panel Maintained to keep power factor 0.998 from 0.975

• Auto cut off for welding machine and energy saver for welding machines.

At Surat Yard

• Energy Saver System maintained for 200 No’s installation in Welding Machines.

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

• 1000 KVAR capacitor panel Maintained for to Keep PF AVG 0.998 to 0.999

• Saving in monthly electricity bill by revising electrical power demand with state electricity board

• Auto cut off for welding machine and energy saver for 75 welding machines.

• Additional installation of VFD Drive In mobile Air Compressor.

• Additional Installation of inverter base Welding machine.

• Additional Installation of Auto Welding Unit for co2 welding purpose.

(b) Steps taken for utilizing Alternate source of energy during the year: NIL

(c) Capital Investment on energy conservation equipments during the year: NIL

B. Technology absorption:

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

• Continues Usage of scaffolding –staging system for hull outfi t & painting for faster & safe production

• Usage of telescopic manlifter to reduce time.

(ii) Benefi ts derived as a result of the above Technology Absorption and R&D

• Cost Saving.

• Safety.

• More Productivity.

• Speedy Production.

Expenditure on R&D:

During the year under review, there was no specifi c expenditure on Research and Development. Your Company usually 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.

In case of imported technology (imported during the last 3 years reckoned from beginning of the fi nancial 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 there-fore and future plans of action

NA

C. Foreign Exchange Earnings and Outgo

(`in crs)

Particulars 2014-15 2013-14

Earnings NIL 596.69

Outgo 88.64 534.12


32

Annexure - F to Directors’ ReportCORPORATE GOVERNANCE REPORT

{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)}

Good Corporate Governance leads to long-term shareholder value and enhances interests of all stakeholders It brings into focus the fi duciary and trusteeship role of the Board to align and direct the actions of the organization towards creating wealth and shareholder value. The Company, through its Board and Committees, endeavors to strike and deliver the good governing standards for the benefi t of its stakeholders.

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

As a company, which believes in implementing the corporate governance practice that go beyond just meeting of letter of law, ABG has not only adopted practices mandated in the clause 49 of the Listing Agreement, but also incorporated some of the non-mandatory recommendations.

The Company advocates transparency in all its business transactions and activities. Management and Employees of the Company stand committed to the core principles of transparency, honesty and integrity. Corporate Governance forms the core of all business endeavors.

2. COMPOSITION OF BOARD AND PARTICULARS OF DIRECTORS

(i) Board Composition:

Composition of the Board of Directors of your company as at 31st March 2015 was total Six (6) Directors comprising One Non-executive Chairman Mr. Rishi Agarwal, One (1) Managing Director Mr. Syed Abdi, Two (2) executive directors viz. Mr. Dhananjay Datar and Mr. S. Muthuswamy, One Independent Directors viz Mr. Ashwani Kumar and One (1) Nominee Director Mrs. Ranjitha Godbole (Nominated by IDBI Bank Ltd.).

During the period under review, Mr. Ashok Chitnis – Independent Director of the Company has resigned from the company w.e.f. 17th February 2015, owing to health issues. Further, IDBI Bank Ltd has nominated Mrs. Ranjitha Godbole on place of Mr. Aloke Sengupta on the Board of the Company as on 14th November 2014. Further, Export Import Bank of India (EXIM) has nominated Mr. David Rasquinha as Nominee Director on the Board of the Company w.e.f. 30th May, 2014 which was subsequently withdrawn on 17th October, 2014.

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 companies as on 31st March, 2015, are set out below:

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

Board Meeting

Last AGM

Directorship Committee Membership

Committee Chairman-

ship

Mr. Rishi Agarwal – Chairman NI-NE 1 No 3 1 -

Mr. Syed Abdi – Managing Director and CEO NI-E 4 Yes - 2 -

Mr. Dhananjay Datar, Executive Director NI-E 4 No 5 1 1

Mr. S. Muthuswamy – Executive Director NI-E 4 No 3 - -

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

Mr. Ashok R. Chitnis (Upto 17th February, 2015)

I-NE 2 Yes 1 5 3

Mr. Aloke Sengupta – Nominee Director (Upto 14th November 2014)

I-NE 2 No - - -

Mrs. Ranjitha Godbole (Since 14th November, 2014)

I-NE 2 No - - -

Mr. David Rasquinha (From 30th May 2014 to 17th October 2014)

I-NE 1 No 1 - -

*(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 8 companies. Chairmanships / Membership of Board Committees include only Audit Committee and Shareholders / Investors Grievance Committee of Indian Public Limited Companies.


33

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 and Membership in the various Board committee positions occupied by the Directors of the Company as at 31st March, 2015 have been made.

(ii) Board Meetings:

Board of Directors of the Company met four times during the fi nancial year 2014-15, as per the below details, the gap between two successive Board Meetings was not more than one hundred and twenty days:

1 30th May, 2014

2 14th August, 2014

3 14th November, 2014

4 17th February, 2015*

*The meeting was scheduled on 13th February, 2015 which was adjourned to 17th February 2015 for want of quorum.

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

The Board has unfettered and complete access to any information within the Company which includes information specifi ed in Annexure IA to the Clause 49 of the Listing Agreement.

The Agenda specifying the matters to be discussed at the Board Meetings and Committee meetings is drafted in consultation with the Chairman of the Company. The Managing Director/Executive Directors/Chief Finance Offi cer briefs the Board at every Meeting on the overall performance of the Company. The Board of the Company reviews all the major decisions of the Company.

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.

(iii) Profi le of Directors seeking appointment / re-appointment in the 30th Annual General Meeting: Detailed profi le is appended in the Notice of Annual General Meeting forming part of the Annual Report.

3. COMMITTEES OF THE BOARD

As on 31st March 2015, your Company has seven Committees of Board, namely; Audit Committee, Nomination-cum-Remuneration Committee, Stakeholders Relationship Committee, Finance & Operation Committee , Security Issue Committee, Corporate Social Responsibility (CSR) Committee and Risk Management Committee.

A. AUDIT COMMITTEE

Audit Committee is constituted in line of the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

(i) Composition, Details of the Meetings and Attendance

Details of the Committee members, number of meetings attended by them are tabled below:

Name of the Director Status No. of Meeting AttendedMr. Ashwani Kumar – Chairman I – NE 4

Mr. Ashok Chitnis* I – NE 2

Mr. Syed Abdi NI – E 4

Mr. Sushil Agarwal* I – NE -

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

*During the Financial Year, Ashok R. Chitnis was ceased to be member of Committee due to his resignation from the Board w.e.f 17th February, 2014. Further, the Board has appointed Mr. Sushil Agarwal – Independent Director of the Company as the Member of the Committee w.e.f. 18th May, 2015 in line with the compliance required under the Companies Act, 2013 and the Listing Agreements.

The Board has approved and adopted the revised terms of reference of Audit Committee as per requirement of the Companies Act, 2013 and SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from 1st October, 2014) ,at their meeting held on 30th May 2014.


34

The Audit Committee meetings are usually held at the Corporate Offi ce of the Company. 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 Company Secretary acts as Secretary of the Audit Committee.

During the fi nancial year ended March 31, 2015, Four Audit Committee meetings were held with requisite quorum on the dates tabled below;

1 30th May, 2014

2 14th August, 2014

3 14th November, 2014

4 17th December, 2014

5 17th February, 2015*

*The meeting was scheduled on 13th February, 2015 which was adjourned on 17th February 2015 for want of quorum.

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

Term of Reference of the Audit Committee would be as under:

Oversight of the company’s fi nancial reporting process and the disclosure of its fi nancial information to ensure that the fi nancial statement is correct, suffi cient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual fi nancial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the Director’s Responsibility Statement, to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

• Changes, if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Signifi cant adjustments made in the fi nancial statements arising out of audit fi ndings.

• Compliance with listing and other legal requirements relating to fi nancial statements.

• Disclosure of any Related Party transactions.

• Qualifi cations in the audit report.

Reviewing, with the management, the quarterly fi nancial statements before submission to the Board for approval;

Reviewing, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

Approval or any subsequent modifi cation of transactions of the company with related parties;

Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal fi nancial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffi ng and seniority of the offi cial heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any signifi cant fi ndings and follow up there on;

Reviewing the fi ndings 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;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;


35

To review the functioning of the Whistle Blower mechanism/Vigil Mechanism and appoint Whistle Offi cer;

Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the fi nance function or discharging that function) after assessing the qualifi cations, experience and background, etc. of the candidate;

Carrying out any other function as mentioned in the terms of reference of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE#

(i) Composition, Details of the Meetings and Attendance

Details of the Committee members as on 31st March 2015 are tabled below*:

Name of the Director StatusMr. Ashwani Kumar I – NE

Mr. Rishi Agarwal NI –NE

*During the Financial Year, Ashok R. Chitnis ceased to be member of Committee due to his resignation from the Board w.e.f 17th February, 2014. Further, the Board has appointed Mr. Sushil Agarwal – Independent Director of the Company as the Member of the Committee w.e.f. 18th May, 2015.

The Nomination and Remuneration Committee met three times during the fi nancial year 2014-15, as on the dates tabled below:

1 14th August, 20142 17th December, 20143 17th February, 2015

(ii) Terms of Reference:

The Board has approved and adopted the revised terms of reference of Nomination and Remuneration Committee as per section 178 of the Companies Act, 2013 and SEBI Circular dated April 17, 2014 for amendment to Equity Listing Agreement (which is effective from October 1, 2014) at their meeting held on 30th May 2014, which are as follows:

Formulation of the criteria for determining qualifi cations, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

Formulation of criteria for evaluation of Independent Directors and the Board;

Devising a policy on Board diversity;

Identifying persons who are qualifi ed to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Recommend to the board sitting fees payable to the Directors for attending Board and Audit Committee Meeting.

(iii) Remuneration Policy

The Company pays remuneration by way of salary, perquisites and allowances to its Managing Director/Executive Directors Annual increments, if any, are decided by the Committee within the salary scale approved by the members and within the limits stipulated by the applicable laws.

The Company pays Sitting Fee per meeting to its Independent Directors for attending meetings of the Board and Audit Committee. Other than the above and as shareholders, Non-Executive Directors have no other pecuniary relationships or transactions with the Company.

(iv)Details of Remuneration paid for the year 2014-15 (` in lacs)

Name of Director Sitting Fees Salaries & Perqui-sites

Commission Stock Option

Mr. Rishi Agarwal ----- ----- ----- -----Mr. Dhananjay Datar ----- 47.68 ----- -----Mr. S. Muthuswamy ----- 48.16 ----- -----Mr. Syed Abdi ----- 134.49 ----- -----Mr. Ashwani Kumar 1.10 ----- ----- -----Mr. Ashok Chitnis1 0.44 ----- ----- -----Mr. Aloke Sengupta2 0.22 ----- ----- -----Mrs. Ranjitha Godbole3 0.22 ----- ----- -----Mr. David Resquinha4 0.11 ----- ----- -----

1Upto 17th Feb. 2015, 214th Nov. 2014, 3Since 14th Nov, 2014, 4From 30th May 2014 to 17th Oct. 2014


36

(v) Details of Shares/ convertible instruments of the Company held by the Directors as on 31st March 2015, are as below:

Name No. of Shares % of Share capitalMr. Rishi Agarwal 2,81,250 0.56

(vi) Based on the criteria of evaluation formulated by the Nomination & Remuneration Committee of the Board, the Board of Directors of the Company has carried out annual evaluation of its own performance, the Directors individually as well as done the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder Relationship Committee and other Committees of the Board.

C. STAKEHOLDER RELATIONSHIP COMMITTEE #(i) Composition, Details of the Meetings and Attendance The Composition of the Stakeholder Relationship Committee as on 31st March 2015, is given below:

Name StatusMr. Ashwani Kumar - Chairman I – NEMr. S. Muthuswamy NI - EMr. Syed Abdi NI - E

(NI – Non-Independent, I – Independent, NE – Non-Executive, E – Executive)#The Share Transfer and Investors Grievance Committee has been renamed as Stakeholder Relationship Committee, w.e.f. 30th May 2014.The Committee has not met during the fi nancial year 2014-15.The Committee has Authorized Compliance Offi cer of the Company to look after the Investor Grievances and Share transfer requests.

(ii) Terms of referenceThe terms of reference of the Share Transfer and investors Grievance Committee / Stakeholder Relationship Committee cover the matters specifi ed under Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013. The Share Transfer and Investors Grievance committee / Stakeholder Relationship 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 certifi cates and review all other matters connected with securities.The Committee oversees the performance of the Registrar and Share Transfer Agent.As on 31st March 2015, no instruments of share transfer were pending.(iii) Name, designation and address of the Compliance offi cer

Mr. Dheeraj Sharma,Company Secretary & Senior Manager (Legal)ABG Shipyard Limited, 4th Floor, Bhupati Chambers, 13 Mathew Road, Mumbai-400 004Tel: 022-66563000 Fax: 022-66223050 e-mail: [email protected]

(iv) Details of Investors’ complaintsInvestors’ complaints received directly or through SEBI and Stock Exchanges during 1st April, 2014 to 31st March, 2015 and the status of said complaints as on 31st March, 2014 are given below:

Received from Received and Resolved during the FY 2014-15 Pending as at 31st March 2015Investors 17 NilThrough SEBI 00 NilThrough Stock Exchanges 00 NilTotal 17 NIL

D. FINANCE AND OPERATION COMMITTEE(i) CompositionThe Finance and Operation Committee, comprises 4 (Four) members of the Board as on 31st March 2015, as follows:

Name StatusMr. Dhananjay Datar NI – EMr. S. Muthuswamy NI – EMr. Ashwini Kumar I – NE

Mr. Syed Abdi* NI – E


37

The Committee invites Chief Financial Offi cer and such of the executives as it consider appropriate (particularly the heads of the Finance and Operations) to be present at its meetings.

*The Board of Directors at their meeting held on 30th May 2014 has appointed Mr. Syed Abdi as member in the Finance and Operation Committee.

(ii) Terms of referenceThe Board has set out detailed terms of reference which includes but not limited to the followings:

Finance; Review the Company’s fi nancial policies, risk assessment and minimisation procedures, strategies and capital structure,

Investment management, working capital and cash fl ow management and take necessary action, make such reports and recommendations to the Board with respect thereto as it may deem advisable.

Review, alter, make, amendments in banking arrangements and cash management.

Exercise all powers to borrow moneys (otherwise than by issue of debentures), including but not limited to working capital fi nance, terms loans, temporary overdraft facilities, commercial papers, fund/non-fund based, whether secured, unsecured, etc. within the limits approved by the shareholders of the Company as per the provisions of of the Companies Act, 2013 from time to time.

Operations: Review, manage, act on day to day business operation and affairs of the Company and take necessary action, make such

reports and recommendations to the Board with respect thereto as it may deem advisable.

To approve, enter, execute, amend into Shipbuilding Contracts, Novation Agreement, Vessels Delivery order and to do all acts deeds and things as may be necessary in this regard.

Purchase or Acquire movable and immovable assets (tangible and intangible) from domestic or foreign markets and including but not limited to competitive pricing, auction, barter trading, Hire purchase, lease or any other manner as may be deem fi t in the ordinary course of the business.

Authorize any executive, authorised representative in any legal proceeding for and on behalf of the Company.

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE) –(i) Composition Details of the Meetings and AttendanceThe Board of Directors has constituted CSR Committee in line with the provisions of Section 135 of the Companies Act, 2013. Constitution of the said Committee is as under:

Name of the Director StatusMr. Syed Abdi- Chairman NI-EMr. Ashwani Kumar I-NEMr. S. Muthuswamy I-NE

(ii) Terms of referenceTerms of Reference of the CSR Committee are as under:

1) To formulate and recommend to the Board a Corporate Social Responsibility Policy in line with the activities mentioned in Schedule VII of the Companies Act, 2013;

2) To recommend the amount of expenditure to be incurred in furtherance of its Corporate Social Responsibility Policy as well as its mission and vision;

3) To institute a transparent monitoring mechanism for the implementation of the Policy from time to time and,

4) To institute an appropriate communications policies to effectively build and protect the Group’s reputation both internally and externally

(iii) Meeting: The Committee has not met during the fi nancial year 2014-15.

F. SECURITY ISSUE COMMITTEE(i) Composition, Details of the MeetingsThe Security Issue Committee comprises of three Members of the Board as on 31st Match, 2015, as follows:

Name of the Director StatusMr. S. Muthuswamy NI-E

Mr. Syed Abdi NI-E

Mr. Dhananjay Datar NI-E


38

The Security Issue Committee has been constituted to look after the allotment of the Securities to the CDR Lenders for conversion of Loans/FITL/Interest on FITL as per the terms of the MRA and for other issues/allotment in future as may be delegated to the Committee.The Committee meets periodically upon receipt of applications from the Lenders for allotment of shares.The Board has fi xed the terms of references for the company which may be altered for ease of the performance of the committee in the interest of the company and stakeholders.

During the year under review, the Committee met seven (7) times for specifi c agenda of allotment of the Securities to the CDR Lenders.

G. RISK MANAGEMENT COMMITTEE:(i) CompositionThe Risk Management Committee comprises of Three (3) members of the Board as on 31st March, 2015, as follows:

Name Status DesignationMr. Syed Abdi NI – E Managing Director and Chief Executive Offi cerMr. S. Muthuswamy NI – E Executive DirectorMr. Hasmukh Daftary - Chief Financial Offi cer

(ii) Terms of reference:To assess risk in the operations of yards of the Company, to mitigate and minimize risk in the operations of yards, periodic monitering of risk and other matters deligated to the committee by the Board of Directors of the Company from time to time.

4. GENERAL BODY MEETINGS(i) Location and time of last three Annual General MeetingsThe last three Annual General Meetings of the Company were held at the Registered Offi ce of the Company, as detailed below:

Details Date & Time Venue Special Resolutions Passed

27th AGM 2011-12

27.09.201212.00 noon

Registered Offi ce of the Company at

Near Magdalla Port, Dumas Road, Surat -

395 007

• Issue of Securities for a value of upto ` 1000Crs by way of a do-mestic / international offering/ Qualifi ed Institutional Placement under chapter VIII of SEBI (ICDR) Regulations and pursuant to Section 81 (1A) of the Companies Act, 1956.

28th AGM 2012-13

27.09.201312.00 noon

• Issue of Securities for a value of upto ` 1000Crs by way of a do-mestic / international offering/ Qualifi ed Institutional Placement under chapter VIII of SEBI (ICDR) Regulations and pursuant to Section 81 (1A) of the Companies Act, 1956.

29th AGM 2013-14

30.09.201412.00 noon

• Issue of Securities for a value of upto ` 1000Crs by way of a domestic / international offering/ Qualifi ed Institutional Placement under chapter VIII of SEBI (ICDR) Regulations and pursuant to Section 81 (1A) of the Companies Act, 1956.

• Approval of the payment of the Remuneration as Minimum Remunera-tion to Mr. Dhanajay Datar - Executive Director of the Company in case of no profi ts/inadequate profi ts for remaining tenure of his appointment upto 28th July 2016.

• Approval of the payment of the Remuneration as Minimum Remunera-tion to Mr. S. Muthuswamy - Executive Director of the Company in case of no profi ts/inadequate profi ts for remaining tenure of his appointment upto 28th July 2016.

(ii) Extra-ordinary General Meetings held during last three yearsDetails of the Extra-ordinary General Meeting of the Company held during last three years are as follows.

Details Date & Time Venue Special Resolutions Passed

Extra Ordinary General Meeting (EGM)

29.03.2014 12.00 noon

Registered Offi ce of the Company at Near Magdalla

Port, Dumas Road, Surat - 395 007

1. Amendment to the Articles of association of the Company – For Increase in Authorised Capital to ` 17000,00,00,000/-.

2. Authority to Board of Directors for borrowings upto 20,000/- crs - u/s 180 (1) (c) of the Companies Act, 2013

3. Authority to Board of Directors for creation of charges on the movable and immovable assets of the Company as security upto the extent of 20,000/- crs - u/s 180 (1) (a) of the Companies Act, 2013

4. Approval of appointment of Mr. Syed Waheed Zafar Abdi as Managing Direc-tor and Chief Executive Director.

5. Approval of appointment of Mr. S. Muthuswamy as Executive Director.


39

(iii) The Company has passed following Resolutions through Postal Ballot during the fi nancial year 2014-15:-

Sr. No Date of Notice Date of Result Details of Special Resolutions Passed1. 14th August, 2014 27th September,

20141. Approval of Corporate Debt Restructuring scheme in relation to re-

structuring of the company’s debts.2. To provide option to CDR lenders to convert loans into Equity

Shares/0.01% Compulsorily Convertible Preference Shares (CCPSs).3. Issue of equity shares/0.01% Compulsorily Convertible Preference

Shares (CCPSs) to the CDR Lenders on preferential basis on con-version of Funded Interest Term Loan.

2. 14th November, 2014

29th December, 2014

1. Issue of Equity Shares and/or 0.01% Compulsorily Convertible Pref-erence Shares (CCPS) to the CDR Lenders on preferential basis on conversion of Funded Interest Term Loan. (Modifi cation in the Reso-lution no. 3 of 27th Sep. 2014)

5. DISCLOSURES AND OTHER INFORMATION:

(i) Materially Signifi cant Related Party Transactions – There are no transactions of materially signifi cant 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 confl ict with the interest of the company. Transactions with related parties are disclosed in Note 37 to the Accounts in Annual Report.

(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 such 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, in line with the sub clause II – E of the Clause 49 of the Listing Agreement, 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 declaration signed by Managing Director to this effect is as below:

To,The Shareholders,Sub: Compliance with Code of Conduct.I hereby declare that all the Board Members and Senior Management personnel have affi rmed compliance with the code of conduct as adopted by the Board of Directors

Place: Mumbai For ABG Shipyard Limited

Date:13th August, 2015 Syed Abdi , Managing Director & CEO

(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.

(v) Whistle blower policy/Vigil Mechanism - The Company has adopted a Whistle Blower Policy/Vigil Mechanism and has established the necessary vigil mechanism in line with sub clause II - F of clause 49 of the Listing Agreement with the Stock Exchanges as notifi ed by SEBI Circular dated April 17, 2014 and Section 177 (9) of the Companies Act, 2013, for the directors and 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 Company has implemented following Non-Mandatory Requirements as prescribed by Annexure XIII of the Listing Agreement:

(i) The Board

A non-executive Chairman is maintaining a Chairman’s offi ce at the company’s expense.

(ii) Audit qualifi cations

The Company’s fi nancial statements are free from any qualifi cation by the Auditors of the Company.

(iii) Separate posts of Chairman and CEO

The company has appointed separate persons to the post of Chairman and Managing Director/CEO.


40

(iv) Reporting of Internal Auditor

The Internal auditor may report directly to the Audit Committee.

6. SECRETARIAL AUDIT

The Board of Director of the company has appointed Mrs. Kala Agarwal, practicing Company Secretary, to carry out a Reconciliation of Share Capital Audit Report in line with the Clause 55A of the Listing Agreement for reconciliation of 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 Reconciliation of Share Capital Audit Report confi rms that the company has complied with all the applicable provisions of the Companies Act, 2013, 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 confi rms 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 fi nancial Results of the company and Notices of Board Meetings and General Meetings etc. are published normally in The Free Press Journal, Navshakti, Gujarat Mitra, Dhabkar, Times of India (Gujarat) 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.

8. GENERAL SHAREHOLDERS INFORMATION

(I) Annual General Meeting:

Day, Date & time: Wednesday the 30th,September, 2015 at 12.00 noonVenue: At the Registered Offi ce of the Company at:

Near Magdalla Port, Dumas Road, Surat-395 007, Gujarat.

(ii) Financial Calendar:

Financial year 1st April to 31st MarchIst Quarter Results On or before 14th of AugustIInd Quarter Results On or before 14th of NovemberIIIrd Quarter Results On or before 14th of FebruaryIVth Quarter Results On or before 30th of May

(iii) Book Closure:

24th September, 2015 to 30th September, 2015 (both days inclusive)

(iv) Listing at Stock Exchanges:

Name & Address of Stock Exchange Stock Code

Code on Screen

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

532682 ABGSHIP

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

ABGSHIP ABGSHIP Series – EQ

The Company has paid annual listing fees to the above Stock Exchanges for the fi nancial year 2015-16.


41

(v) Market Price Data

A. Bombay Stock Exchange (BSE)

Month Share PriceHigh (`)

Share PriceLow (`)

Sensex High Sensex Low

Apr-14 267.80 226.60 22939.31 22197.51May-14 303.00 216.00 25375.63 22277.04Jun-14 310.00 255.00 25725.12 24270.20Jul-14 286.00 240.00 26300.17 24892.00Aug-14 261.70 210.25 26674.38 25232.82Sep-14 269.30 211.20 27354.99 26220.49Oct-14 235.90 217.25 27894.32 25910.77Nov-14 261.70 221.50 28822.37 27739.56Dec-14 244.40 200.00 28809.64 26469.42Jan-15 242.95 200.00 29844.16 26776.12Feb-15 259.00 188.00 29560.32 28044.49Mar-15 260.00 181.60 30024.74 27248.45

150

200

250

300

350

ABG

Share Price on BSE during the Year 2014 2015

High

Low

22000

24000

26000

28000

30000

150

200

250

300

350

ABG VS. Sensex during the year 2014 15

ABG

Sensex


42

B. National Stock Exchange (NSE)

Month ABG Share Price (`)

ABG Share Price (`)

NIFTY High NIFTY Low

Apr-14 268.00 226.65 6869.85 6650.40May-14 303.75 216.00 7563.50 6638.55Jun-14 309.45 241.65 7700.05 7239.5Jul-14 286.00 243.30 7840.95 7422.15Aug-14 259.00 207.25 7968.25 7540.10Sep-14 272.90 218.00 8180.20 7841.80Oct-14 244.00 217.85 8330.75 7723.85Nov-14 260.90 220.20 8617 8290.25Dec-14 245.00 200.25 8626.95 7961.35Jan-15 243.00 203.00 8996.60 8065.45Feb-15 259.30 187.65 8941.1 8470.50Mar-15 260.00 182.00 9119.20 8269.15

150

200

250

300

350

ABG

Share Price on NSE during the Year 2014 15

High

Low

150

200

250

300

350

6500

7000

7500

8000

8500

9000

ABG Vs. NIFTY during the year 2014 15

Nifty

ABG


43

(vi) Registrar and Share Transfer Agent

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

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

(vii) Share Transfer System

99.40% 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.

(viii) Dematerialization of Shares

As of 31st March 2015, 53519605 equity shares representing 99.40% of the paid up equity capital of the company are in dematerialized form with the following depositories:

Description ISIN No. DepositoriesFully Paid INE067H01016 National Securities Depository Ltd (NSDL)

Trade World, A Wing, 4th fl oor, Kamala Mills Compound, Lower Parel, Mumbai 400013

Fully Paid INE067H01016 Central Depository Services (India) Ltd. (CDSL)Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Street, Fort, Mumbai 400 023.

The Company has paid annual custodian charges for both NSDL and CDSL for the fi nancial year 2014-15.

Range – Sharehold-ing of Shares

No. of Shareholders % of Shareholders Number of Shares % of Shareholding

1 – 500 20980 95.41 1368622 2.54

501 – 1000 467 2.12 376541 0.70

1001 – 2000 218 0.99 321101 0.60

2001 – 3000 64 0.29 164874 0.31

3001 – 4000 43 0.20 153598 0.28

4001 – 5000 28 0.13 130665 0.24

5001 – 10000 57 0.26 430944 0.80

10001 & above 132 0.60 50893224 94.53

Total 21989 100.00 53839569 100.00

(ix) Shareholding pattern as on 31st March, 2015.

Category of Shareholder Number of shares

Percentage of shareholding

(A) Shareholding of Promoter and Promoter Group1 Indian

(a) Individuals/ Hindu Undivided Family 375000 0.70(b) Bodies Corporate 31211040 57.97

Total Shareholding of Promoter and Promoter Group 31586040 58.67(B) Public shareholdingB1 Institutions(a) Mutual Funds/ UTI 271 0.00(b) Financial Institutions / Banks 3944183 7.33(c) Insurance Companies 300000 0.56


44

(d) Foreign Institutional Investors 3443909 6.40(e) Foreign Portfolio Investor (Corporate) 263421 0.49

Sub-Total (B)(1) 7951784 14.77B2 Non-institutions(a) Bodies Corporate 10873632 20.20(b) Individuals

I Individual shareholders holding nominal share capital up to Rs 1 lakh 2132464 3.96ii Individual shareholders holding nominal share capital in excess of ` 1 lakh. 314250 0.58

(c) Any Other (specify)(c-i) Clearing Member 677793 1.26(c-ii) NRI 296786 0.55(c-iii) Offi ce bearers 6820 0.01

Sub-Total (B)(2) 14301745 26.56(B) Total Public Shareholding (B) = (B)(1)+(B)(2) 22253529 41.33

TOTAL (A)+(B) 53839569 100.00

(x) Shareholders holding more than 1% of the share capital as on 31st march, 2015.

S. No. Name No. of Shares % of share held1 ABG International Private Limited 31211040 57.972 Religare Finvest Ltd 4930872 9.163 DB International (Asia) Ltd 1450000 2.694 Nippon Investment And Finance Company Private Ltd. 1371634 2.555 Orange Mauritius Investments Limited 1230000 2.286 Syndicate Bank 1149971 2.147 Life Insurance Corporation Of India 1000000 1.868 Bank of Baroda 679600 1.269 Andhra Bank 546958 1.0210 South Indian Bank 541239 1.01

TOTAL 44111314 81.94

Promoter 3158604059%

Mutual Funds/UTI2710%

Financial Institutions/ Banks 3944183

7%

InsuranceCompanies 300000

1%

Foreign InstitutionalInvestors 3443909

6%

Foreign PortfolioInvestor 263421

1%

Bodies Corporate10873632

20%

Office bearers 68200%

Individuals / Others3421293

6%

Shareholding Pattern as on March 31, 2015


45

(xi) Details of unclaimed shares as on fi nancial year ended 31st March, 2015 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. 1.4.201414 490

(B) Number of Shareholders who approached for transfer of Shares from suspense account during 1.4.2014 to 31.3.2015

NIL NIL

(C) Number of Shareholders to whom Shares were transferred from suspense account during 1.4.2014 to 31.3.2015

NIL NIL

(D) Aggregate Number of Shareholders and the outstanding Shares in the suspense account at the end of the year i.e. 31.3.2015

14 490

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

(xii) Unclaimed / Unpaid Dividend

Pursuant to section 205A and 205C of the Companies Act, 1956 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 IEPF2007-2008 20 21th October, 2015 22nd October, 20152008-2009 20 29th October, 2016 30th October, 20162009-2010 40 29th October, 2017 30th October, 20172010-2011 40 26th October, 2018 27th October, 20182011-2012 NIL NA NA2012-2013 NIL NA NA2013-2014 NIL NA NA2014-2015 NIL NA NA

(xiii) Unclaimed/Unpaid Dividend amount transferred to IEPF

The Unclaimed/unpaid dividend money amounting to ` 35,882/- was due for transfer to IEPF on 25th November, 2014. Your company has transferred the unpaid dividend amount to the IEPF accordingly.

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

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

(xv) Shipyards’ Location

Surat Shipyard Dahej Shipyard Near Magdalla PortDumas RoadSurat-395 007

Village JageshwarNear Dahej, Tal – VagraDist. – Bharuch, Gujarat

(xvi) 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]

Place: Mumbai Date: 13th August 2015

For and on behalf of the BoardSyed AbdiManaging Director & CEO

S. MuthuswamyExecuetive Director


46

Annexure - G to Directors’ ReportTHE ANNUAL REPORT ON CSR ACTIVITIES FOR THE FY 2014-15

As per the provision of Section 135 & Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy), Rule, 2014, and forming part of the Directors Report for the year ended 31st March, 2015.i. Brief Outline:

The Board of Directors of the Company in compliance of the provisions of the Companies Act 2013, has formulated the CSR Policy.The Board shared its vision to actively help / assist the weaker sections of the Society peoples, mainly in and around the geographical areas where Company’s Yard are located, while constituting its CSR Policy.The major focus area of CSR Policy are:

• Promoting Education. • Skill Development.• Promoting Research and Development Shipbuilding and technology.• Promoting medical help / assistance to the needy. • Empowering women • Undertake environmental friendly measures.

ii. Composition:

Chairman Mr. Syed Abdi E-NIMembers Mr. S. Muthuswamy E-NI

Mr. Ashwani Kumar NE-Iiii. Average net profi t of the Company for last three fi nancial years – ` 57.90 crores.iv. Prescribed CSR Expenditure – ` 1.16 croresv. Details of CSR spent during the fi nancial year:

a. Total amount to be spent for the fi nancial year 2014-15 – ` 1.16 Crores.b. Amount unspent, if any – 1.12 Croresc. Manner in which the amount spent during the fi nancial year:

S. No.

CSRproject or

activityidentifi ed.

Sector in which theProject iscovered.

Projects orprograms

(1) Local area or other(2) Specify

the State and district where projects

or programs was undertaken

Amount of outlay (budget)

project orprograms wise (` In

lacs)

Amountspent on theprojects orprograms (`

In lacs)

Cumulativeexpenditureupto to thereportingperiod.

(` In Lacs)

Amount spent:

Direct or throughimplementing

agency

1 Support to Primary School

Education Village Jageshwar, Dahej, Gujarat

1.05 1.05 1.05 Direct

2 Contribution to Chief Minister Cleanliness Fund

Environmental Sustainability

Gujarat 3.00 3.00 3.00 Direct

Total 4. 05vi. The Board of Directors had taken on record and approved the CSR Policy as recommended by the CSR Committee. The

Company could not spend prescribed amount as per section 135 of the Companies, Act, 2013 during the year due to the severe losses and liquidity crunch faced by the company. The Company has because of its inability to serve its debts been refered for Corporate Debt Restructuring (CDR) and presently working under the CDR framework.

vii. Responsibility Statement of the CSR Committee:Pursuant to the provisions of Section 135 & Schedule VII of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy), Rule, 2014, the CSR Committee confi rms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and the Policy of the Company.

S/dSyed Abdi

Managing Director & CEO(Chairman of CSR Committee)


47

CEO AND CFO CERTIFICATION ISSUED IN PURSUANCE OF CLAUSE 49 OF THE LISTING AGREEMENT.

To,

The Board of Directors,

ABG Shipyard Limited.

Sub: CEO and CFO Certifi cation

We hereby certify that we have reviewed the fi nancial statements and the cash fl ow statement of ABG Shipyard Limited for the year ended March 31, 2015 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 fi nancial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to fi nancial reporting and have disclosed to the Auditors and Audit Committee, defi ciencies 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 defi ciencies.

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

(a) signifi cant changes in the internal control over fi nancial reporting during the year

(b) signifi cant changes in accounting policies made during the year and that the same have been disclosed in the notes to the fi nancial statements; and

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

Yours sincerely,

Syed AbdiManaging Director & CEO

Date: 13th August 2015.

Hasmukh DaftaryChief Financial Offi cer


48

INDEPENDENT AUDITORS’ REPORTTo

The Members of

ABG Shipyard Limited

Report on the Standalone Financial StatementsWe have audited the accompanying standalone fi nancial statements of ABG Shipyard Limited (“the Company”), which comprise the Balance Sheet as at March 31st, 2015, and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act 2013 (the ‘Act’) with respect to the preparation of these standalone fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting principles generally accepted in India including the Accounting Standards specifi ed in section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these standalone fi nancial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We have conducted our audit in accordance with the Standards on Auditing specifi ed under section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Company’s preparation and fair presentation of the fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal fi nancial controls system over fi nancial reporting and operating effectiveness of such Controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the fi nancial statements.

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

Basis for Qualifi ed OpinionThe Company has not charged any interest on the loans given to few parties, which is not in Compliance with section 186 of Companies Act 2013.The consequential impact of the same on Financial Statement, is unascertainable. Our audit opinion is qualifi ed in respect of the same matter.

Qualifi ed OpinionIn our opinion and to the best of our information and according to the explanations given to us,except for the effects of the matter described in the Basis for Qualifi ed Opinion paragraph above, the aforesaid fi nancial 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 of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash fl ows for the year ended on that date.

Emphasis of mattersWe draw attention to the following matters in the notes to the fi nancial statements

1. Note No. 14 (b) and (c) to the fi nancial statements which describes the technical evaluation of the inventory of Ships and Rigs under construction, the valuation of Work in progress recognized as per AS 7 and for the future foreseeable losses in the current economic scenario. In view of Company’s Directors, adequate provision for estimated future foreseeable losses provided in the books of accounts.

2. Note No. 17 (c) to (e) to the fi nancial statements which details various loans, advances and receivables from related parties. In respect of these loans, advances and receivables the deliverables and receipts are outstanding since long. In view of Company’s Directors, considering these entities are related entities, no provision is required as such balances are considered good and recoverable.

3. Note No. 17 (d) to the fi nancial statements which details advances to certain companies. In respect of these advances the deliverables and receipts are outstanding since long. In view of Company’s Directors, no provision is required to be done as such balances are considered good and recoverable.

4. Note No. 18 to the fi nancial statements which describes the Company’s subsidy receivable from the Government of India amounting to ` 500 Crores out of which 345 Crores is for under construction contracts and the compliance with government regulations on the basis of which the receipt of the aforesaid Subsidy is dependent.


49

5. Note No. 4 to the fi nancial statements which describes the delays and/or defaults in payment of interest and other CDR scheme compliance. The defaults are reported in Note No. 4C of fi nancial statements. The Company’s Management is of the view that the company is an operative Company and will be able to meet its obligations to lenders as well as customers/creditors In view of the same the Company is considered as a going concern.

Our opinion is not qualifi ed in respect of these matters.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order, 2015(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specifi ed in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) Except for the effects of the matter described in the basis for qualifi ed opinion paragraph above, 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 Profi t and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualifi ed Opinion paragraph above, In our opinion, the aforesaid standalone fi nancial statements comply with the accounting standards specifi ed under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The matter described in the Basis for Qualifi ed Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f) On the basis of written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act.

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014

i) The Company has disclosed the impact of pending litigations on its fi nancial position in its fi nancial statements as referred to in Note No. 27 to the Financial Statements.

ii) Subject to our comment in Emphasis of Matter para, point No.1 and Note No.14 (c) of Financial Statements the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long- term contracts including derivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Nisar & KumarChartered AccountantsFirm No. 107117W

For GMJ & CoChartered Accountants

Firm No. 103429WCA M.N. AhmedPartnerM. No. 18380

CA Atul JainPartner

M. No. 37097Place: MumbaiDate : 26th May, 2015


50

Annexure referred to in paragraph 1 Our Report of even date to the members of ABG Shipyard Limited on the fi nancial statement of the company for the year ended 31st March, 2015On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

(b) The fi xed assets have been physically verifi ed in a phased manner by the management during the year as per the program of verifi cation 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 verifi cation;

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

(b) The procedures of physical verifi cation 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 verifi cation.

iii. The company has granted interest free unsecured loans to company and fi rm covered in the register maintained under section 189 of the Companies Act.

(a) As the loan is interest free, and there is no stipulation of repayment date prima facie the terms and conditions are prejudicial to the interest of the company.

(b) A there is no stipulation as to repayment date of principal amount, hence clause (iii)(b) of the order does not apply.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business with regards to purchase of inventory, fi xed assets and with regards 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. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Section 148(1) of the Companies Act, 2013 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.

vii. (a) According to the records of the Company, the Company has been generally late during the fi nancial year in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income-tax, Tax Deducted at Source, Sales-tax, Wealth-tax, Service tax, Profession Tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.

The following undisputed statutory dues are outstanding for a period of more than six months as on March 31, 2015, from the date they became payable:

Name of the Statute Nature of Dues Financial Year Amount in Rs. CroresThe Income Tax Act, 1961 Income Tax (incl. interest) 2012-13 & 2013-14 46.07The Income Tax Act, 1961 Tax Deducted at Source 2014-15 0.06Gujarat Vat Act. 2003 Gujarat VAT 2013-14 3.37Profession Tax Act, 1975 Profession Tax 2012-13 & 2013-14 0.23

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

Name of the Statute Nature of Dues Financial Year Amount in Rs. Crores

Forum where dispute is pending

The Finance Act, 1994 Service Tax 2004-05 to 2010-11

13.5 Appellate Tribunal

The Customs Act, 1962 Custom Duty 2012-13 14.42 Appellate Tribunal

(c) The amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

viii. The Company does not have accumulated losses at the end of the fi nancial year. The Company has incurred cash loss during the fi nancial year covered by our audit and also in the immediately preceding fi nancial year.

ix. Instances of delay between 1 to 712 days were noticed in repayment of principal and interest to banks, fi nancial institutions and debenture holders during the year amounting to Rs.260.46crores and Rs.81.15 crores respectively.


51

x. According to the information and explanations given to us, the Company has given guarantees for credit facilities taken by body corporates from banks and fi nancial institutions, the terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the Company.

xi. 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.

xii. 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 nor have we been informed of any such instance by the Management.

For NISAR & KUMARChartered AccountantsFRN. 107117W

CA M. N. AHMEDPartnerM No.018380


FRN. 103429W

CA ATUL. JAINPartnerM. No. 037097

Place: MumbaiDate : 26th May 2015


52

BALANCE SHEET AS AT 31ST MARCH, 2015Note As at

31.03.2015` in Crores

As at 31.03.2014` in Crores

I EQUITY AND LIABILITIES1. Share Holders' Funds

a. Share capital 2 310.93 50.92 b. Reserves & surplus 3 491.55 1,318.93

802.48 1,369.85 2. Non-current Liabilities

a. Long-term borrowings 4 4,356.03 2,900.26 b. Deferred tax liabilities (Net) 5 19.38 427.36 c. Long-term provisions 6 6.19 7.92

4,381.60 3,335.54 3. Current Liabilities

a. Short-term borrowings 7 2,257.93 1,977.27 b. Trade payables 8 504.62 848.74 c. Other current liabilities 9 4,352.00 4,591.58 d. Short-term provisions 10 55.96 64.79

7,170.51 7,482.38 12,354.59 12,187.77

II ASSETS1. Non-current Assets

a. Fixed assets 11(i) Tangible assets 758.30 889.51 (ii) Intangible assets 0.84 1.38 (iii) Capital work-in-progress 1,960.45 1,939.39

2,719.59 2,830.28

b. Non-current investments 12 220.13 223.70 c. Long-term loans and advances 13 317.23 456.19

3,256.95 3,510.17 2. Current Assets

a. Inventories 14 4,950.41 4,351.24 b. Trade receivables 15 79.53 129.93 c. Cash and bank balance 16 50.85 182.55 d. Short-term loans and advances 17 3,437.67 3,370.08 e. Other current assets 18 579.18 643.80

9,097.64 8,677.60 12,354.59 12,187.77

Signifi cant Accounting Policies & Notes to Financial Statements 1-40

As per our report of even date For and on behalf of the Board For NISAR & KUMARChartered AccountantsF. R. No. 107117W

For GMJ & Co.Chartered AccountantsF. R. No. 103429W

Syed Abdi Managing Director

Dhananjay Datar Executive Director

M. N. Ahmed, PartnerM. No. 18380

MumbaiDated; 26th May, 2015.

Atul Jain, PartnerM. No. 37097


Dheeraj Sharma Company Secretary

Hasmukh Daftary Chief Financial Offi cer


53

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015Note Year Ended

31.03.2015` in Crores

Year Ended 31.03.2014` in Crores

INCOMERevenue from operations 19 392.12 1,625.00

Other income 20 9.55 40.41

Total Revenue 401.67 1,665.41

EXPENSESConsumption of raw materials & components 21 135.84 1,023.73

Purchase of traded goods 21 0.61 -

Changes in inventories of work-in-progress 22 90.97 (287.84)

Employee benefi ts expense 23 65.45 69.30

Finance costs 24 804.78 608.93

Depreciation & amortisation expense 11 99.18 91.78

Other expenses 25 390.73 383.55

Total Expenses 1,587.56 1,889.45

Profi t/ (Loss) before exceptional and extraordinary items and tax (1,185.89) (224.04)Exceptional / Extraordinary items - 72.13

Profi t/ (Loss) before tax (1,185.89) (296.17)

Tax Expense

Current tax for the year (MAT Credit Utilised) 110.96 -

Current tax for earlier years (net) 8.84 1.87

Deferred tax (407.99) (98.74)

5 (288.19) (96.87)(897.70) (199.30)

Profi t/ (Loss) after taxEarning per share in Rupees of face value of `10 /- each

Basic (172.91) (39.14)

Diluted (172.91) (39.14)

Signifi cant Accounting Policies & Notes to Financial Statements 1 - 40












54

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015Year ended31.03.2015` in Crores

Year ended31.03.2014` in Crores

A. Cash Flow From Operating Activities :Net Profi t (Loss) before taxation and after exceptional item (1,185.89) (296.17)Adjustments for :Depreciation 99.18 91.78 Provision for Contingencies - 0.74 Bad Debts Written off 41.06 2.15 Irrecoverable Advances Written off/ provided 25.09 - Finance charges including exceptional items being fi nance charges 804.78 681.06 Interest income (2.54) (31.49)Effect of exchange rate change (3.96) (21.63)Loss / (Profi t) on Sale of Assets (net) 24.47 16.66 Loss / (Profi t) on Sale of Investments (0.15) 0.05 Operating Profi t before working capital changes (197.96) 443.15 Adjustments for :Inventories (248.06) (658.55)Trade Receivables 9.69 (76.13)Loans and Advances* and other current assets 498.30 (1,038.95)Trade Payables and other current liabilities / provisions** (509.63) (574.17)Stage Payments from Customers (net) (416.15) 1,670.56 Cash generated from Operations (863.81) (234.09)Direct Taxes Paid (22.05) (2.28)Cash Used in Operating activities (885.86) (236.37)

B Cash Flow From Investing Activities:Purchase of Fixed Assets including Capital Work in Progress and capital advances (16.58) (248.70)Sale of Fixed assets 1.17 18.97 Proceeds from Sale / Redemption of Non Current Investments 3.73 6.28 Loans / deposits given (net) (432.72) (136.75)Interest income (1.41) 29.56 Cash Used In Investing Activities (445.81) (330.64)

C. Cash Flow From Financing Activities:Proceeds from Issue of Share Capital 337.60 - Proceeds from Long Term Borrowings 1,598.15 2,446.66 Repayments of Long Term Borrowings (278.25) (588.74)Short Term Borrowings (net) 280.66 (492.97)Finance charges paid including exceptional items (750.65) (644.84)Cash Generated from Financing Activities 1,187.51 720.11

Net (decrease) / Increase in cash and cash equivalents (A + B + C) (144.16) 153.10

Opening Balance of Cash & Cash Equivalents 178.54 25.44 Closing Balance of Cash & Cash Equivalents 34.38 178.54 Effect of Exchange rate changes - 0.001 Closing Balance of Cash & Cash Equivalents as restated 34.38 178.54

* Includes current and non current ** Includes short term and long term 1 Amount less than ` 0.01 croreNotes : 1. Cash fl ow 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.












55

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH, 20151. SIGNIFICANT ACCOUNTING POLICIES i). Basis of Accounting

The fi nancial statements are prepared under the Historical Cost Conventions on the basis of Going Concern and as per applicable Indian Accounting Standards notifi ed under relavant provisions of The Companies Act, 2013.

ii). Use of estimates The preparation of fi nancial 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 fi nancial 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’. 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. Dividend income on investment is accounted for in the year in which the right to receive the payment is established. Interest income is recognised on the time proportion basis.

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. Profi t/Loss on disposal of fi xed assets is recognised in the Statement of Profi t and Loss. Intangible Assets: Intangible assets are recognized and accounted at cost in accordance with Accounting Standard-26 ‘Intangible Assets’.

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 Profi t 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 Profi t 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 as per estimated useful life of the asset prescribed in Schedule II to the Companies Act, 2013.

c) Other assets are depreciated on Written Down Value Method as per estimated useful life of the asset prescribed in Schedule II to the Companies Act, 2013.

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 amortised over a period of fi ve 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 profi t 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’ Benefi ts Provident Fund: Provident Fund contributions are made as per a defi ned contribution scheme and the contribution of company is charged to Profi t 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.


56

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH, 2015Short term employee benefi ts are recognized as an expense at the undiscounted amount in the Statement of Profi t and Loss of the year in which the related service is rendered. Long term employee benefi ts are recognized as an expense in the Statement of Profi t 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 benefi ts are charged to the Profi t 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 and specifi c inventory on specifi c identifi cation 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 identifi able 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 profi t 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 Profi t and Loss. The Company has w.e.f. 07th December,2006 chosen to apply notifi cation 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.

xv). Government Subsidy Government subsidy related to shipbuilding contracts are recognized on compliance with the relevant conditions and is recognized in the Statement of Profi t and Loss and presented under ‘Revenue from Operations’.

xvi). Operating Leases Leases where the lessor effectively retains substantially all the risks and benefi ts of ownership of the leased assets are classifi ed as operating leases. Operating lease payments / receipts are recognized as an expense / income in the Statement of Profi t 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 is recognized on timing differences between the accounting income and the taxable income for the year and quantifi ed using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.”Deferred tax assets relating to unabsorbed depreciation / business losses are recognized and carried forward to the extent there is virtual certainty that suffi cent future taxable income will be available against which such deferred tax assets can be realised. Other deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised. Minimum Alternate Tax (MAT) paid in a year is charged to the Statement of Profi t and Loss as current tax. The company recognizes MAT credit available as an asset only to the extent there is convincing evidence that the company will pay normal income tax during the specifi ed period, i.e., the period for which MAT Credit is allowed to be carried forward. In the year in which the Company recognizes MAT Credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternate Tax under the Income Tax Act, 1961, the said asset is created by way of credit to the statement of Profi t and Loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the suffi cient period.

xviii). Provisions, Contingent Liabilities and Contingent Assets A provision is made based on reliable estimate when it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle an obligation. Contingent liabilities, if material, are disclosed in notes forming part of fi nancial statements. Contingent Assets are not recognized/ disclosed.


57

f) Pursuant to the scheme of CDR, the Company has allotted total 25,70,93,339 Nos. of 0.01 % Compulsorily Convertible Preference Shares (CCPS) of Face Value `10/- each have been issued to CDR lenders towards conversion of the Funded interest Term Loan (FITL)/Interest on FITL..

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

Sr No Name of the shareholder 31.03.2015 31.03.2014

No of equity shares held % No of equity

shares held %

1 ABG International Private Ltd. * 31211040 57.97 34,212,057 67.19 2 Religare Finvest Ltd. 4930872 9.16 5,186,866 10.19

* Includes shares pending registration

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH, 2015

AS AT AS AT 31.03.2015 31.03.2014 ` in Crores ` in Crores

2. SHARE CAPITALAuthorised Capital15000000000 (P.Y. 15000000000) Equity Shares of `10/- each 15,000.00 15,000.00 2000000000 (P.Y. 2000000000) 0.01 % Compulsorily Convertible Preference Shares (CCPS) of `10/- each 2,000.00 2,000.00

17,000.00 17,000.00 Issued,Subscribed and Paid upReconciliation: No of sharesEquity Shares of `10/- each fully paid up. 31.03.2015 31.03.2014

As per last Balance Sheet 50921801 50921801 50.92 50.92 Issued during the year 2917768 - 2.92 - As at the end of the year 53839569 50921801 53.84 50.92 0.01 % Compulsorily Convertible Preference Shares of ` 10/- each fully paid up.As per last Balance Sheet - - - - Issued during the year 257093339 - 257.09 - As at the end of the year 257093339 - 257.09 -

310.93 50.92 a) The Company has two classes of shares referred to as Equity Shares and Compulsorily Convertible Preference Shares

(CCPS) having par value of Rs 10/- respectively. 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 holders of CCPS will be entitled to apply for equity shares of the Company on Entitlement Date as per Special Resolutions passed by the shareholders through Postal Ballott on 27th September, 2014 and as amended vide Special Resolution passed through Postal Ballott on 29th December, 2014 and the equity shares shall be allotted at the minimum price determined pursuant to Regulation 76(1) of SEBI ICDR Regulations, 2009. Hence the total number of Equity Shares assuming full conversion shall be determined as per Revelant date being the date 30 days prior to the Entitlement date.

S. No. Particulars Entitlement date1 CCPS 26th June 20152 CCPS 26th September 20153 CCPS 26th December 20154 CCPS 26th March 2016

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

c) 31211040 (P.Y.34212057) Equity Shares of `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 - NILe) Pursuant to the scheme of CDR , the company has alloted total 29,17,768 nos. of equity shares of ` 10 /-each at a premium of ` 265.92

per equity shares to the CDR lenders towards conversion of the Funded interest Term Loan (FITL)/Interest on FITL.


58

3. RESERVES AND SURPLUS(i) Capital Reserve

Opening balance 31.87 31.87 Added / Utilised / Transferred during the year - - Closing balance 31.87 31.87

(ii) Securities Premium AccountOpening balance 235.00 235.00 Added / Utilised / Transferred during the year 77.59 - Closing balance 312.59 235.00

(iii) Debenture Redemption ReserveOpening balance 66.39 266.67 Less: Transferred to General Reserve during the year - 200.28 Closing balance 66.39 66.39

(iv) Revaluation Reserve Opening balance 40.99 42.22 Less: Utilised to set off against depreciation 2.20 1.23 Less: Reserve on Impaired assets transfered to surplus in Profi t and loss 0.27 - Closing balance 38.52 40.99

(v) General ReserveOpening balance 648.93 448.65 Add: Transferred from Debenture Redemption Reserve - 200.28 Closing balance 648.93 648.93

(vi) Surplus in Statement of Profi t and Loss Opening balance 295.75 495.05 Add:Profi t /(Loss) for the year (897.70) (199.30)Revaluation Reserve on Impaired assets transfered to surplus in Profi t and loss 0.27 -

(601.68) 295.75 Less:Transitional impact of change in useful life of assets 5.07 - Closing balance (606.75) 295.75

491.55 1,318.93

4. A. LONG TERM BORROWINGS(a) Debentures

Secured 16.39 36.39(b) Term Loans

From BanksSecured 3,909.68 2,653.44Unsecured - 17.41

From OthersSecured 127.96 125.00

(c) Vehicle loansFrom Banks

Secured - 0.01From Others

Secured - 0.00*(d) Loan from related parties [Refer note 37]

Unsecured 302.00 68.01 4,356.03 2,900.26

*Amount less than ` 0.01 crore.




59

B (i) Details of Debentures issued by the Company

Particulars Security Terms of repayment As at 31.03.2015 As at 31.03.2014Non Current Current Non Current Current

12.30% 1000 Non Convertible Redeemable Debentures (NCD) of `100000/- each issued to Life Insurance Corporation of India (LIC)

Secured - First pari passu charge on the company's immovable and movable fi xed assets of Dahej Plant.

Payable in 13 quarterly instalments commencing quarter ending 30th Nov, 2013 upto 30th Nov, 2016.

16.39 50.00 36.39 30.00

16.39 50.00 36.39 30.00

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

Particulars Security Terms of repaymentAs at 31.03.2015 As at 31.03.2014

Non Current Current Non Current Current

A) Term Loans from Banks

Loans under Corporate Debt Restructuring (CDR)1) Foreign Currency LoansForeign Currency Loan Secured - First pari passu charge

over the Pooled Assets : All movable (both fi xed and current assets) & immovable assets of the Company excluding assets exclusively charged to respective lenders.

As per CDR Scheme dated 27th March 2014 the maximum repayment term is upto quarter ending 30th June 2023. Refer note 4 D

355.32 7.71 181.30 -

Foreign Currency Loan Secured - Residual Charge over Pooled Assets.


87.93 - - -

2) Rupee Term LoansRupee Term Loan Secured - First pari passu charge



832.61 30.20 526.40 -

Rupee Term Loan Secured - First pari passu charge over the Pooled Assets : All movable (both fi xed and current assets) & immovable assets of the Company excluding assets exclusively charged to respective lenders.


421.98 15.31 227.08 -



1,640.42 - 1,491.82 -



15.00 - 15.00 -



19.82 0.72 - -



319.05 11.57 - -

Rupee Term Loan Secured - First Pari Passu Charge over all movable assets (including current assets) pertaining to Drilling Offshore Pte Ltd (DOPL) Rigs.


- - 0.73 -



60


Rupee Term Loan Residual Charge over Pooled Assets.


140.81 - - -

3) Rupee Term Loan where scheme implementation is pendingRupee Term Loan - Consortium

Secured - First pari-passu charge on the company’s movable & immovable fi xed assets of Dahej plant, present and future.

Payable in quarterly installments upto March 2015

- 20.11 - 88.66

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

Payable in quarterly installments upto June 2017

- - 107.03 64.32

Rupee Term Loan Secured - First pari-passu charge on movable and immovable fi xed assets of the Dahej Shipyard land at Dahej. Corporate Guarantee of holding company.


- - - 84.35

NON CDRForeign Curency Loan Secured - First pari passu charge


Payable in half yearly instalments upto Sep 2016

- - 18.02 12.01

Foreign Curency Loan Payable in quarterly instalments upto April 2015

- 33.41 5.59 39.10

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 non disposal undertaking on unpledged shares in the share capital of third parties.

Payable in quarterly instalments upto Dec 2017

17.64 3.04 20.47 0.53

Rupee Term Loan Secured - First charge on the assets of third party Subservient charge on all immovable and movable fi xed assets of the Dahej yard and personal and corporate guarantee of third party.

Payable in quarterly instalments upto March 2018

59.10 - 60.00 -

Rupee Term Loan Unsecured Payable in quarterly instalments upto Oct, 2015

- 63.84 17.41 46.43

3,909.68 185.91 2,670.85 335.40

B) From OthersCDRRupee Term Loan Secured - First pari passu charge

over the Pooled Assets : All movable (both fi xed and current assets) & immovable assets of the Company excluding assets exclusively charged to respective lenders


120.63 4.37 125.00 -



7.33 0.27 - -

NON CDRRupee Term Loan Secured - First pari passu charge

on the movable and immovable fi xed assets at Dahej Plant. Exclusive charge on immovable property at Dahej of the company. Interim security by way of fi rst charge on immovable assets of third party. Corporate Guarantee of holding company ABG International Pvt. Ltd.

Payable in 6 quarterly instalments commencing 30th Jan, 2014 and ending 30th April, 2015

- 90.00 - 90.00



61

Holding Company ("Pro-moter's Contribution")

Unsecured - Subordinated to CDR facilities

Payable only after full repayment of Restructured Facilities of the CDR Lenders

302.00 - 68.01 -

429.96 94.64 193.01 90.00 C) Vehicle loansFrom banks Secured- Hypothecation of the

individual assets fi nanced.Payable in monthly instalments upto May, 2015.

- 0.01 0.01 0.11

From others Secured- Hypothecation of the individual assets fi nanced.

Payable in monthly instalments upto April, 2015.

- 0.02 *0.00 0.09

- 0.03 0.01 0.20 Total 4B(ii) 4,339.64 280.58 2,863.87 425.60 Total (4B (i+ii) ) 4,356.03 330.58 2,900.26 455.60

*Amount less than ` 0.01 crore.4 C. The Company has defaulted in repayment of loans and interest in respect of the following

Particulars As at 31.03.2015 As at 31.03.2014Non Current Current Non Current Current

Debentures issued to LICPrincipal 30.00 32-487 10.00 32-122Interest 11.86 365-533 3.97 17-168

Foreign Currency LoansPrincipal 29.23 69-618 16.76 69-253Interest 1.51 1-183 1.49 1-253

Rupee Term LoanPrincipal 157.06 1-712 96.40 1-365Interest 71.38 1-712 30.06 1-347

Out of the above debentures, debentures were falling due for repayment till 31st March 2015 amounting to ` 50.00 crores subsequent to restructuring terms of repayment by the debenture holders In view of sec 71 of the Companies Act, 2013 read with Rule 18 of the Com-panies (Share Capital and Debentures) Rule, 2014, the Company was required to invest 15% of the said amount in specifi ed securities.In view of management the said amount need to be deposited on maturity and not on restructuring of repayment term for debentures alraedy matured in earlier years Due to liquidity constraints , the company has not deposited the 15% amount even if a contrary view is taken.

4. D. Corporate Debt RestructuringAs approved by the Corporate Debt Restructuring Cell (“CDR Cell”), the company has restructured its Term and working capital debts due to consortium of banks(CDR lenders) with cut off date 1st August, 2013 . A “Master Restructuring Agreement” (MRA) has been executed between the company and the CDR Lenders and thus the restructured facilities are governed by the provisions specifi ed therein . The Key feature/status of the CDR Proposal are as follows:

1. Repayment of Restructured Term Loans ('RTL') after moratorium of 2 years from cut off date in 32 structured quarterly instalments commencing from quarter ending 30th September 2015 to 30th June 2023.

2. Conversion of various irregular/outstanding/devolved fi nancial facilities into Working Capital Term Loan ('WCTL') Repayment of WCTL after moratorium of 3 years 6 months from cut off date in 26 structured quarterly instalments commencing from Quarter ending 31st March 2017 to 30th June 2023, subject to mandatory prepayment obligation on realisation of proceeds from certain asset sale and capital infusion.

3. Restructuring of existing fund based and non fund based fi nancial facilities, subject to renewal and reassessment every year.Priority loans shall be sanctioned for meeting the immediate operational and capital requirements of the company. The Priority Debt disbursed by the lenders is ` 375.91 crores till 31st March 2015.

4. The interest payable on RTL and WCTL during moratorium period of 2 years and 3 years 6 months respectively from cut off date are also converted to Funded Interest Term Loan (FITL). Out of Total FITL facility amounting to Rs 1,561 crore an an amount aggregating to ` 1,000 crore shall be compulsorily converted into equity shares or 0.01% Compulsorily Convertible Preference Shares (CCPS) before 31st March 2016. Pursuant to the scheme of CDR, the Company has allotted total 25,70,93,339 Nos. of 0.01 % Compulsorily Convertible Preference Shares (CCPS) of Face Value `10/- each and 29,17,768 nos. of equity shares of ` 10 /-each at a premium of ` 265.92 per equity shares to CDR lenders towards conversion of the Funded interest Term Loan (FITL)/Interest on FITL upto 31st March, 2015.

5. The rate of interest of RTL, WCTL, FITL and fund based working capital facilities is base rate +1% for initial two years and thereafter with annual reset option in accordance with MRA.

6. Right of Recompense to CDR Lenders for the relief and sacrifi ce extended, subject to provisions of CDR Guideliners and MRA, in lieu of which contribution of ` 302 crores in the Company is infused by promoters

7. In case of fi nancial facilities availed from the non-CDR Lenders, the terms and conditions shall continue to be governed by the provisions of the existing fi nancing documents.

8. Additional Security for the CDR debt - Personal Gurantee of Promoter , Pledge of Promoter's entire shareholding of ABG Shipyard Limited and Corporate Gurantee of ABG International Pvt Ltd. (Holding company)

9. Due to extreme fi nancial constraints and limited operations , the company has delayed and/or defaulted in the payment of interest as per the CDR Scheme. The defaults are reported in Note no 4C above.

10. The management is of the view that the company is an operative company and will be able to meet its obligations to lenders as well as customers/creditors In view of the same, the mamagement considers the company to be a going concern.



62

5. DEFERRED TAXESTax effect of items constituting deferred tax LiabilitiesOn account of profi t on Projects under completion - 693.60 On account of depreciation 19.38 -

19.38 693.60 Tax effect of items constituting deferred tax assetsOn account of gratuity liability and leave encashment liability - 3.18 On account of expenses allowable on delivery of ships - 6.06 On account of unabsorbed depreciation (net) - 220.54 On account of disallowances - 36.46

- 266.24 19.38 427.36

The Company has, in the current year, adopted the percentage completion method as regards the recognition of income from contracts under Income Tax Act, 1961. The company’s action is prompted by the introduction of ICDS which will be mandatory from AY 2016-17. Due to early adoption, the percentage revenue till 31st March 2014 (all earlier years) as well as that of current year has been considered by the company in its computation of income. The effect of such recognition prepones the deffered tax liability carried in the books of accounts to the current accounting year. Coupled with the effect of absorption of deferred tax Assets due to losses/depreciation of earlier years, the net tax impact results in the tax payable by the company. Due to such treatment, no Deferred Tax Liability is required to be provided or carried forward on account of difference in tax treatment w.r.t percentage completion method viz a viz completed contract method. The net deferred tax liability written back due to the adoption of ICDS is `407.99 crores credited to Profi t & Loss Account.

6. LONG TERM PROVISIONSProvision for Gratuity 3.70 4.41 Provision for Leave Encashment 2.49 3.51

6.19 7.92




63

8. TRADE PAYABLES(i) Sundry Creditors for Goods & Expenses [Refer note 37] 500.54 834.59 (ii) Acceptances - bank 4.08 14.15

504.62 848.74 The amounts due to suppliers under MSMED as at 31st March,2015 is as below. The information relates to such vendors identifi ed as micro and small enterprises as per information available with the Company for the year. Accordingly previous years fi gures have been quantifi ed during the year only, in absence of the said information last year.(i) Principal amount remaining unpaid to any supplier as at the end of the accounting period 0.41 0.41 (ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting

period 0.60 0.38

(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 period 0.60 0.38 (v) The amount of interest accrued and remaining unpaid at the end of the accounting period 0.60 0.38 (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 - -



7. A - SHORT TERM BORROWINGSFrom Banks: Security

a) Short term loans Secured- Charge on immovable property at Dahej.Corporate Guarantee of third party.

30.00 30.00

b) Export Packing Credit Secured - First pari passue charge over the Pooled Assets : All moveable (both fi xed and current assets) & immoveable assets of the Company excluding assets exclusively charged to respective lenders.

194.16 233.64 c) Cash Credit 1,204.59 931.53 d) Others - payable on demand 7.36 28.20

e) Others - payable on demand Unsecured 738.07 669.40 From Others:16% - 17% Inter Corporate Deposits Unsecured 83.75 84.50

2,257.93 1,977.27

7. B. The Company has defaulted in repayment of loans and interest in respect of the followingParticulars As at 31.03.2015

` in Crores As at 31.03.2015Period of default

in days

As at 31.03.2014 ` in Crores

As at 31.03.2014Period of default

in days

Loans from banksPrincipal 30.00 704 30.00 339 Interest 6.19 1-365 5.17 1-305 Others - payable on demand Principal 14.16 481 208.20 364Interest - - 0.62 47

Inter Corporate DepositsPrincipal 83.75 390-751 12.50 25-386 Interest 17.93 315-582 6.26 1-26



64



9. OTHER CURRENT LIABILITIES(i) Current Maturities of long-term debt - [Refer note 4B]

a. Non Convertible Redeemable Debentures (NCD) 50.00 30.00 b. Term Loans - from Banks 280.55 425.40 c. Vehicle loans

From Banks 0.01 0.11 From Others 0.02 0.09

(ii) Payables on purchase of fi xed assetsAcceptances - banks - 10.60 Others 38.99 41.87

(iii) Interest accrued & due on borrowings 108.34 51.20 (iv) Interest accrued but not due on borrowings 6.70 4.83 (v) advance from customers 3,823.69 3,888.73 (vi) Other Advances including related parties [Refer Note 37] 30.38 102.39 (vii) Unclaimed Dividends * 0.11 0.12 (viii) Other Payables

- Statutory remittances 12.29 31.20 - Trade / security deposits received 0.76 4.70 - Others 0.16 0.34

4,352.00 4,591.58 * To be transfered to Investor and Protection Fund, when due

10. SHORT TERM PROVISIONSProvision for employee benefi ts:

Gratuity 4.58 1.38 Leave Encashment 0.93 0.98

Income Tax (Net of prepaid taxes) 46.08 58.05 Provision for warranties 4.37 4.38

55.96 64.79



65

11. FIXED ASSETS ` in Crores

PARTICULARS GROSS BLOCK At cost / Valuation DEPRECIATION/ AMORTISATION/ IMPAIRMENT NET BLOCK

AS AT 01.04.2014

ADDITIONS DURING THE YEAR

DELE-TIONS/ ADJUST-MENTS DURING THE YEAR

AS AT 31.03.2015

AS AT 01.04.2014

ADDITIONS DURING THE YEAR

ADDITION ADJUST-MENT

DELE-TIONS/ ADJUST-MENTS DURING THE YEAR

AS AT 31.03.2015

AS AT 31.03.2015

AS AT 31.03.2014

TANGIBLE AS-SETS

LAND

FREE HOLD LAND

83.46 0.211 - 83.67 - - - - - 83.67 83.46

LEASE HOLD LAND

7.71 - - 7.71 0.52 0.09 - - 0.61 7.10 7.19

FACTORY BUILDING

538.23 - 0.01 538.22 184.73 35.21 0.82 0.01 220.75 317.47 353.50

BUILDING 127.36 - 27.25 100.11 22.50 5.04 - 2.53 25.01 75.10 104.86

PLANT AND MACHINERY

557.46 0.01 1.28 556.19 224.32 57.01 3.88 0.67 284.54 271.65 333.14

OFFICE EQUIPMENT

5.57 0.02 - 5.59 3.07 1.73 0.29 0.00 * 5.09 0.50 2.50

FURNITURE & FIXTURES

3.61 - - 3.61 2.34 0.43 0.00 * - 2.77 0.84 1.27

VEHICLES 12.63 - 1.34 11.29 9.45 1.14 0.01 1.08 9.52 1.77 3.18

COMPUTERS 5.06 0.01 0.03 5.04 4.65 0.15 0.07 0.03 4.84 0.20 0.41

1,341.09 0.25 29.91 1,311.43 451.58 100.80 5.07 4.32 553.13 758.30 889.51

INTANGIBLE ASSETSSOFTWARE 8.59 0.04 - 8.63 7.21 0.58 - - 7.79 0.84 1.38

8.59 0.04 - 8.63 7.21 0.58 - - 7.79 0.84 1.38T O T A L 1,349.68 0.29 29.91 1,320.06 458.79 101.38 5.07 4.32 560.92 759.14 890.89

Previous Year 1,411.43 49.08 110.83 1,349.68 402.25 93.01 - 36.47 458.79 890.89

CWIP 1,939.39 21.08 0.02** 1,960.45 1,960.45

1Stamp duty and Registration Charges * amount less than ` 0.01 crore ** Refer note 11 (vii ) below

iii) During the year, pursuant to the requirements of Schedule II of the Companies Act, 2013, the Company has, effective 1st April, 2014 reviewed and revised the estimated useful lives of its fi xed assets. Consequent thereto, the depreciation charge for the year is higher by ` 36.07 crores. Additional depreciation of ` 5.07 crores for the period prior to 1st April, 2014 has been adjusted with opening balance of retained earnings.

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 ` 10.59 crores (P.Y ` 185.03 crores). Due to suspension of capitalisation at sites, borrowing cost is capitalised only upto quarter ended June 2014.

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 `2.20 crores (P. Y ` 1.23 crores), which has been withdrawn from Revaluation Reserves and credited to Statement of Profi t and Loss.


i) Certain part of the land is yet to be registered in the name of the Company. 31.03.2015` in crores

31.03.2014` in crores

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

Depreciation, Amortisation & Impairment for the year on tangible assets 100.80 92.29

Depreciation, Amortisation & Impairment for the year on intangible assets 0.58 0.72 101.38 93.01

Less: Utilised from revaluation reserve 2.20 1.23

Depreciation & Amortisation on discontinuing operations - -

Depreciation, Amortisation & Impairment relating to continuing operations 99.18 91.78


66

vii) Details of Capital work in progress (CWIP) : Ship and Rig Yard Land , Building and Site development 170.63 209.02 Plant & Machinery : * Main Plant & Machinery 879.89 882.81 Cranes 33.50 35.32 Jetty 1.92 3.28 Others 0.02 1.05 Sub Total 1,085.96 1,131.48 Preoperative expenses (Pending Allocation) : Rent 2.90 2.97 Travelling & Conveyance 6.35 6.49 Finance Charges 823.08 818.70 Personnel Expenses 18.60 18.97 Communication Expenses 0.30 0.31 Professional & Technical Fees 6.75 6.90 Depreciation 13.16 13.44 Other Site Expenses 3.37 3.44 Sub Total 874.51 871.22 Total 1,960.47 2,002.70 Less: Capitalised/Scrapped during the year 0.02 45.81 Less: Transferred - 17.50 Grand Total 1,960.45 1,939.39

During the year, ` 0.01 crores ( P. Y. 45.81 crores) pertaining to completed assets ready to be put to use has been capitalised along with proportionate expenditure. The capitalisation 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 notifi cation 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 Profi t and Loss for the year is a Gain of `9.53 crores (P.Y. Gain `9.49 crores) due to foreign currency exchange loss (net) which has been capitalised with CWIP.

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




67

12. NON-CURRENT INVESTMENTSNon Trade - At cost QuotedIn Equity SharesIn subsidiary 156586408 (P. Y.174448852) Equity Shares in Western India Shipyard Ltd. of ` 2/- each fully paid up 31.32 34.89

UnquotedIn Equity SharesIn subsidiaries :10000 (P.Y.10000) Equity Shares in ABG Shipyard Singapore Pte. Ltd. of SGD 1/- each fully paid up 0.03 0.03

10000 (P.Y. 10000 ) Equity Shares in ABG FPSO Pvt Ltd of ` 10/- each fully paid up 0.01 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 0.92 1000 (P.Y. 1000) Equity Shares in Varada Seven Pte. Ltd. of USD 1/- each fully paid up 0.01 0.01

In Preference SharesIn subsidiaries :4212100 (P.Y. 4212100) 1% Preference Shares in ABG Shipyard Singapore Pte. Ltd.of USD 1/- each fully paid up. 187.84 187.84

220.13 223.70 1) Aggregate amount of quoted investments ` 31.32 crores (P.Y `34.90 crores) Aggregate market value of quoted

investments `44.78 crores (P.Y. ` 27.39 crores)2) Aggregate amount of unquoted investments `188.81 crores (P.Y. `188.81 crores)3) 151808733 (P.Y 169671177) 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.4) As the investment are in operating companies, considering the economic scenerio and the underlying assets of such

companies, the manangement does not consider diminution in value, if any, to be other than temporary in nature.

13. LONG-TERM LOANS AND ADVANCESCapital Advances 30.39 56.08 Security Deposits: [Refer note 37] 189.90 129.98 Due from Government authorities MAT Credit Entitlement 198.53 200.40 Added during the year - - Less: Utilised 110.96 1.87

87.57 198.53 Service tax credit - receivable - deferred 9.37 11.60 Other loans and advances - 60.00

317.23 456.19 MAT credit utilised during the current period amounted to ̀ 110.96 crores, Carried forward MAT Credit of ̀ 87.56 crores will be utilised against the future taxable income.




68

14. INVENTORIESRaw Material and ComponentsIn stock 469.57 452.00 In transit 293.05 330.64

762.62 782.64 Work in ProgressOn Percentage completion basis 9,259.57 (Contract costs & recognised profi t)Less: Progress Money from Customers 5,150.82 4,108.75 3,489.56

Finished goods 79.04 79.04 4,950.41 4,351.24

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

b. During the immediately preceeding year, the Company had undergone Corporate Debt Restructuring with its lenders During the year the company has made efforts to revive its operations but progress of construction of the vessels was effected due to factors such as unavailability of working capital fi nance resulting into non availability of required materials, reduced production levels at various yards, etc. On the instruction of the lenders, the company is in the process of completing the pending work on few identifi ed vessels only. Due to such exceptional circusmtances, the manufacturing process over the remaining vessels is suspended. Hence overhead absorption over such vessels has also been suspended. Accordingly, overhead and interest absorption had been done only over ongoing vessels.

c. In accordance with Accounting Standard -7, the company recognises its estimated foreseeable losses upon its occurrence. However, in light of the recessionary trend in ship building industry, the management has obtained a technical valuation by chartered engineer of its Work in Progress (WIP) to benchmark the carrying cost with the estimated realisable value of such WIP. Based on such technical evaluation, the carrying cost of the WIP as on 31st March 2015, in the opinion of management, does not require any adjustment.

15. TRADE RECEIVABLES (Unsecured, Considered good) [Refer note 37]

Due for more than six months from due date of payment 79.14 78.88 Others 0.39 53.20

79.53 132.08 Less: Provision for doubtful receivables - 2.15

79.53 129.93 16. CASH AND BANK BALANCE

a. Cash & Cash Equivalentsi) Cash in hand 0.04 0.05 ii) Balances with Banks:

In Current Accounts 34.12 178.40 In EEFC Accounts - 0.01 In Fixed Deposits* 0.22 0.08

34.38 178.54 b. Other Bank Balances

i) In Fixed Deposits * 11.09 3.89ii) In Earmarked Accounts

Unclaimed dividend accounts 0.11 0.12 Balances with banks held as margin money against guarantee and in collection accounts. 5.27 -

16.47 4.01 50.85 182.55

Out of the above :Fixed deposit with maturity of more than twelve months - 0.26 *Fixed deposit with bank held as security against short term borrowing 11.31 3.97




69

17. SHORT-TERM LOANS AND ADVANCES(Unsecured, Considered good)Loans and Advances to related parties: [Refer note 37]

Advance for supplies / services 1,019.94 1,190.56 Loans to Subsidiary 235.33 46.91 Other loans 876.61 560.84

2,131.88 1,798.31 Others:Advance to suppliers 1,044.14 1,334.20 Prepaid Expenses 182.06 164.19 Employee Advances 4.13 6.53 Inter Corporate Deposits 17.00 17.00 Other advances 2.08 37.56

Balance with Government AuthoritiesService Tax Refundable / Credit 4.63 4.98 Vat credit 0.13 0.29 Income Tax 0.02 0.02 Custom Duty 7.00 7.00 Others 44.60 -

56.38 12.29 (Unsecured, Considered doubtful)Employee Advances 1.26 - Less: Provision for Doubtful Advances 1.26 -

- - 3,437.67 3,370.08

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

Sr. No.

Name of the Company As at 31.03.2015 As at 31.03.2014

Maximum amount

outstanding during the

year

Amount outstanding

Maximum amount outstanding during

the year

Amount outstanding

1 Western India Shipyard Ltd. 84.43 84.43 25.00 25.00 2 ABG FPSO Pvt Ltd. 1.82 1.82 3.03 2.09 3 ABG Shipyard Singapore Pte. Ltd. 149.08 149.08 19.82 19.82

235.33 46.91 The above loans are given for business purposesb. Details of Other Loans ` in crores

Sr. No.

Name of the Company Nature of Relationship Amount outstanding

As at 31.03.2015

As at 31.03.2014.

1 Varada Seven Pte. Ltd. Joint Venture 397.88 258.86 2 Vipul Shipyard Erstwhile Partnership Firm 86.84 81.92 3 Eleventh Land Developers Pvt.Ltd. Erstwhile Subsidiary 38.26 38.26 4 ABG Resources Pvt. Ltd. Associate Company 87.11 156.97 5 Banal Investment & Trading Pvt.Ltd. Associate Company 125.71 22.95 6 ABG Business Ventures Pte. Ltd. Joint Venture 140.81 -




70

7 ABG Cement Holdco Pvt. Ltd. Associate Company - 0.01 8 ABG Energy Ltd Associate Company - 0.13 9 ABG Cement Ltd. Associate Company - 1.74 10 ABG Motors Limited Associate Company - *0.00

876.61 560.84 *Amount less than ` 0.01 Crore

The above loans are given for business purposesc. Loans and advances to Private companies/fi rm in which directors are directors/members/partner amounts to `340.68 crores (P.

Y. ` 303.28 crores)d. The company has given an amount of `1019.99 crores as advance for supply of material and services to related parties out of

which ̀ 723.07 crores is outstanding for more than 2 years against which neither material nor services have been as yet received by the company. In opinion of the management the amounts are good and fully recoverable. In view of the reduction in activity, the material and services could not be called for from the parties

e. The company has given other loans and advances to related parties of `876.60 crores include an amount of Rs 423.14 crores, which is outstanding for a period of more than 2 years In opinion of the management the amounts are good and fully recoverable, even though there may be delays in such amounts to be received.

f. Out of Advance for supply for material and services ` 1044.14 crores , ` 700 crores are outstanding for period of more than 2 years against which neither material nor services have been as yet received by the company. In opinion of the management the amounts are good and fully recoverable. In view of the reduction in activity, the material and services could not be called for from the parties.

18. OTHER CURRENT ASSETS(Unsecured, Considered good)Subsidy 499.65 566.29 Interest accrued

Fixed Deposits with Bank 0.45 0.06 Inter Corporate Deposits 6.38 4.76 Others 46.97 45.04

Insurance Claims Receivable 1.69 4.53 Others [Refer note 37]

Receivables on sale of fi xed assets 0.62 0.67 Non Trade Receivables 23.42 22.45

579.18 643.80

The Company’s receivables include subsidy receivable from the Government of India amounting to Rs 499.65 crores. The receipt of the aforesaid subsidy is dependent upon completion of vessels and compliance with other terms and conditions of the Shipbuilding Subsidy Scheme of the Government of India. In view of the current fi nancial constraints, the company is unable to commit on the timely completion of vessels and subsequent recoverability of the above subsidy. However, the management considers it good and recoverable.




71

19. REVENUE FROM OPERATIONSManufacturing

Ships 347.14 1,289.45 Rigs 18.78 168.31

Trading 1.17 - Services - Ship Repair 18.64 11.11 Other operating Revenue

Subsidy 2.34 140.37 Excise and duty refunds 2.03 6.22 Sale of scrap 2.02 9.54

392.12 1,625.00

20. OTHER INCOMEInterest on:Fixed deposits with banks 0.73 0.87 Inter corporate deposit 1.80 2.10 Others 0.01 28.52 Profi t on Sale of Investments 0.15 - Other Non operating Income :

Insurance Claims 5.05 1.57 Sundry balances written back 1.39 0.04 Rent 0.03 0.03 Miscellaneous Receipts 0.39 7.28

9.55 40.41

21. A. CONSUMPTION OF RAW MATERIALS & COMPONENTSSteel 1.70 37.37 Other Items 134.14 986.36

135.84 1,023.73 B. PURCHASE OF TRADED GOODS

Steel 0.61 - 0.61 -

22. CHANGES IN INVENTORIES - WORK IN PROGRESS(Included in work in progress on percentage completion basis)Opening Work In Progress 721.09 345.54 Adjustments (Net) 21.94 87.71

743.03 433.25 Closing Work In Progress 652.06 721.09 Decrease / (Increase) in Work in Progress 90.97 (287.84)

23. EMPLOYEE BENEFITS EXPENSESalaries Wages and other benefi ts 50.84 53.50 Contribution to Provident Fund 2.58 3.13 Staff Welfare Expenses 12.03 12.67

65.45 69.30


Year Ended Year Ended 31.03.2015 31.03.2014 ` in Crores ` in Crores


72

24. FINANCE COSTInterest Expense on borrowings 715.06 544.22 Other Interest 9.83 30.50 Guarantee Commission 45.79 3.40 Difference in Exchange on foreign currency transaction / translation (net) 18.66 (4.37)Other Borrowing Costs 15.44 35.18

804.78 608.93

25. OTHER EXPENSESConsumption of stores 4.07 21.11 Contractors Charges 15.66 50.25 Power and Water 5.60 8.20 Repairs & Maintenance

- Plant & Machinery 0.71 1.54 - Buildings 0.05 0.12 - Others 1.32 1.00

Other Manufacturing Expenses 6.53 2.87 Inspection and Survey Expenses 1.84 5.51 Offi ce Expenses 7.09 4.89 Rent Rates & Taxes 6.45 5.68 Insurance 2.62 14.03 Printing & Stationery 0.17 0.18 Postage Telephone & Telex 0.74 0.88 Travelling & Conveyance 5.67 5.85 Professional Charges 33.00 8.75 Payment to Auditors 1.40 0.88 Donations & Charities 0.06 8.35 Prior Years Expenses 0.01 0.00*Selling & Distribution 54.82 160.42 Forward Cover Loss/ (Gain) (net) - 5.78 Loss on Sale/Discarding of Assets (net) 24.47 16.66 Loss on Sale of Non Current Investments - 0.05 Reversal of Profi t on cancelled Vessels 5.49 37.44 Subsidy Written off 68.98 20.95 Doubtful Debtors & Advances 1.26 2.15 Bad Debts Written off 41.06 - Irrecoverable Advances Written off 23.83 - Recognition (AS 7) of loss on vessels in progress 77.79 - Miscellaneous Expenses 0.04 0.01

390.73 383.55 *Amount less than ` 0.01 crore


Year Ended Year Ended 31.03.2015 31.03.2014 ` in Crores ` in Crores


73

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH, 201526. Capital commitment on contracts remaining to be executed on capital account and not provided for, are estimated at ` in Crores

Particulars 31st March 2015 31st March 2014

Tangible Assets 116.70 91.50

116.70 91.50

27. (a) Contingent liability not provided for ` in Crores


In respect of Performance/ Delivery Guarantees given by banks to the buyers 63.28 59.39 Corporate guarantees to banks in respect of facilities granted to group companies. 1753.01 1,412.38 Other bank guarantees 34.20 37.72 Claims against the company not acknowledged as debts 122.96 2.56 Claims in respect of indirect taxes 28.20 27.93 Claims in respect of direct taxes - 3.24

In respect of Claims against the company not acknowledged as debts, the Company has received claims from certain customers / creditors, wherein such customers/creditors have fi led petition for winding up pending clearance of dues for penal interest and charges. The Company is confi dent of arbitration with such parties and does not recognise the payable over and above the liability already recognised in the books. The liability of the Company is contingent on the outcome of such petitions and the amount is not quantifi able as on 31st March, 2015(b) Contingencies provided for in accordance with AS 29 Provisions. Contingent Liabilities & Contingent Assets.

` in Crores


Carrying amount as at the beginning of the year 4.38 3.64 Utilised during the year 4.38 -Provision during the year. 4.40 0.74Balance at the end of the year 4.40 4.38

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

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. Exchange fl uctuation included in the Statement of Profi t and Loss is a loss of `151.97 crores and gain of ` 86.54 crores (P.Y.loss ` 741.30 crores & gain `192.31 crores). Out of this, a net loss of `46.77 crores (P Y.net loss of ` 553.36 crores) is related to material and included in consumption.

30 i) Value of goods imported on C.I.F. basis (including goods in transit) : ` in Crores


a) Capital Goods 2.27 74.54 b) Raw Materials Steel 0.74 0.95 c) Components and Others 4.80 178.72

ii) Consumption of Steel and Components during the year:


Raw Materials (Steel) : ` In Crores % ` In Crores %

a) Imported 0.63 0.46 19.70 1.94

b) Indigenous 1.07 0.79 8.70 0.86 Components & Spare Parts :a) Imported 109.08 80.30 974.00 96.04 b) Indigenous 25.07 18.45 11.79 1.16


74

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH, 2015iii) Earnings/ expenditure in foreign exchange (on accrual basis):

` in Crores


Earnings:

Export Sales on FOB basis - 562.14 Other Income - 34.55 Expenditure: Legal & Professional Fee 2.38 1.03 Advertisement and Business Promotion - 131.83 Interest & Other Charges 21.84 97.98 Travelling and Other Matters 56.60 49.07

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

31. Auditors’ Remuneration: (excluding service tax ) ` in Crores


Audit Fee (Including consolidation) 0.82 0.41 Taxation matters 0.30 0.30 Certifi cation and other Professional Services 0.13 0.07

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

(a) The company has taken commercial / residential premises under cancellable operating leases or leave and licence. These 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 Future minimum lease rent is as follows ` in Crores

Particulars 31st March 2015 31st March 2014Not later than 1 year 2.09 1.60 Later than 1 year and not later than 5 years 2.52 2.76 Later than 5 years - -

33. Disclosure in accordance with ‘AS -7 Accounting for Construction Contracts’ . ` in Crores


a. Contract revenue recognized as revenue in the year 364.53 1,438.53

b. Contract cost incurred and recognized profi ts (WIP) 8,607.50 8,270.41 c. Advances received from above customers 6,072.13 6,078.13 d. Gross amount due from customers for contract work 3,513.64 3,170.13 e. Gross amount due to customers for contract work 978.27 977.86

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

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

During the year, advances from customers to the extent of work done amounting to `5150.82 crores .(P.Y.`5100.27 crores) is adjusted against Work in Progress in Note No 14. Advances received in excess of work done and advances pending commencement of work are disclosed in Current Liabilities under Advances from Customers in Note No 9. Advances from customers include amounts received from third parties on behalf of customers

The WIP includes revenue recognized on the contracts with the related parties. Such WIP amounted to ` 5669 crores for 46 yards of related parties.


75

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH, 201534. The disclosures as per Accounting Standard 15 ‘Employee Benefi ts’ . Defi ned Contribution Plan

Contribution to Defi ned Contribution Plan, recognized are charged off for the year are as under: ` in Crores


Employer’s Contribution to Provident Fund 1.81 2.44 Employer’s Contribution to Pension Scheme 0.78 0.69

Defi ned Benefi t Plan

The employees’ gratuity fund scheme managed by SBI Life Insurance is a defi ned benefi t 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 benefi t entitlement and measures each unit separately to build up the fi nal obligation. The obligation for leave encashment is recognized in same manner as gratuity.

` in CroresParticulars Gratuity (Funded) Leave Encashment (Unfunded)

31st March 2015 31st March 2014 31st March 2015 31st March 2014a. Reconciliation of opening and closing balances of

Defi ned Benefi t obligation Defi ned Benefi t obligation at the beginning of the year 5.82 6.26 4.50 5.67 Current Service Cost 3.48 0.67 0.41 0.58 Interest Cost 0.46 0.50 0.36 0.45 Actuarial (gain) / loss (1.08) (1.59) (0.78) (1.33)Benefi ts paid (0.40) (0.02) (1.07) (0.87)Defi ned Benefi t obligation at the year end 8.28 5.82 3.42 4.50

b. Reconciliation of opening and closing balances of fair value of plan assets Fair value of plan assets at beginning of the year 0.03 0.05 - - Expected return on plan assets * 0.00 *0.00 - - Actuarial gain/(loss) 0.40 *(0.00) - - Employer contribution - - - - Benefi ts Paid (0.40) (0.02) - - Fair value of plan assets at the year end 0.03 0.03 - -

c. Reconciliation of fair value of assets and obligationsFair value of plan assets as at Year End 0.03 0.03 - - Present value of obligation as at Year end 8.28 5.82 3.42 4.50 Amount recognised in Balance Sheet 8.25 5.79 3.42 4.50

d. Expenses recognised during the yearCurrent Service Cost 3.48 0.67 0.41 0.58 Interest Cost 0.46 0.50 0.36 0.45 Expected return on plan assets *(0.00) *0.00 - - Actuarial (gain) / loss (1.48) (1.59) (0.78) (1.33)Net Cost 2.46 (0.42) (0.01) (0.29)

e. Investment Details % InvestedSBI Group Gratuity (Cash Accumulation) Policy 100 100

f. Actuarial Assumptions 2006-08 (Ultimate) 2006-08 (Ultimate)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.ARate of escalation in salary (per annum) 5.00% 5.00% 5.00% 5.00%


76

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31st MARCH, 2015The estimates of rate of escalation in salary considered in actuarial valuation, take into account infl ation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certifi ed by the actuary and relied upon by audito The expected rate of return of Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held, assessed risks, histori-cal returns on Plan Assets and the Company’s policy on Plan Assets Management.

Particulars Gratuity31st March 2015 31st March 2014 31st March 2013 31st March 2012 31st March 2011

g. Amounts recognised in current year and previous four yearsDefi ned Benefi t obligation at the year end 8.28 5.82 6.26 5.71 4.22 Fair value of plan assets at the year end 0.03 0.03 0.05 0.25 0.48 (Surplus) / Defi cit in the plan 8.25 5.79 6.21 5.46 3.74 Actuarial (gain) / loss in plan obligation (1.08) (1.59) (0.58) 0.55 (0.34)Actuarial gain/(loss) on plan assets 0.40 *(0.00) (0.01) (0.01) (0.02)

*Amount less than ` 0.01 crore

35. Calculation of Earning per share (EPS) Particular 31st March 2015 31st March 2014Net profi t as per Statement of Profi t & Loss (Rupees) (897.70) (199.30)Weighted Avarage number of Equity shares of ` 10/- each fully paid up 51,918,632 50,921,801 Earning per Equity Share of ` 10/- each fully paid up. (Rupees) (172.91) (39.14) (Basic & Diluted)

36. The company primarily operates in one business segment only i.e. Construction of ships and Rigs which is the only reportable segment. There is no other segment which satisfi es the threshold limit as per Accounting Standard -17.

Secondary segment (Geographical Segments): ` in Crores

Particular Domestic Overseas Total 31st March 2015 31st March 2014 31st March 2015 31st March 2014 31st March 2015 31st March 2014

Revenue [as per AS 7 (revised)] 57.91 298.80 334.21 1,326.20 392.12 1,625.00

37. Related Parties Disclosure as per Accounting Standard (AS) 18:A. LIST OF RELATED PARTIESHolding company ABG International Private Limited

Subsidiaries / Controlling stakeWestern India Shipyard LimitedABG Shipyard Singapore Pte. LimitedABG FPSO Private Limited

Fellow subsidiary companies

PFS Shipping (India) LimitedVarada One Pte. Ltd.ABG Solar Project Private LimitedABG Energy LimitedABG Energy (MP) Limited Varada Marine Pte. Limited (Along with its SPV's)PFS Offshore Pte. Ltd.

Companies over which directors / relatives are able to exercise control or signifi cant infl uence

ABG Infralogistics LimitedABG Cement LimitedABG Cement Holdco Private Limited ABG Energy (Gujarat) Limited ABG Power Private LimitedTusker Crane Private Limited (Formerly ABG Crane Private Limited)ABG Foods Private LimitedABG Acquafarm Private LimitedABG Glass Private Limited BABA Gangaram Investment Services Private Limited ABG Engineering & Construction LimitedTirupati Landmark Private LimitedTirupati Management & Investment Services Private Limited (Former-ly ABG Mercantile & Investment Services Private Limited )Eleventh Land Developers Private Limited


77

Companies over which directors / relatives are able to exercise control or signifi cant infl uence

ABG Resources Private Limited (Formerly Second Land Developers Private Limited)

ABG Motors 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

ABG Enterprises & Trading Private Limited (Formerly Nibodh Trading Private Limited)

ABG Energy Himachal Pradesh Limited

Vipul Shipyard ( Partnership Firm)

ABG Business Ventures Pte. Limited

Drilling & Offshore Pte. Limited

Drilling & Offshore One Pte. Limited

Drilling & Offshore Two Pte. Limited

Global Bulk Carriers Pte. Limited

Varada Ventures Pte. Limited

Varada Drilling One Pte. Limited

Varada Drilling Two Pte. Limited

Varada Two Pte. Limited

Varada Three Pte. Limited

Varada Four Pte. Limited

Varada Five Pte. Limited

Varada Six Pte. Limited

Varada Seven Pte. Limited

Varada Nine Pte. Limited

Varada Ten Pte. Limited

Varada Eleven Pte. Limited

Varada Twelve Pte. Limited

Varada Global Pte. Limited

Individuals owning directly or indirectly an interest in the voting power that gives them control or signifi cant infl uence

Shri. Rishi Agarwal

Key management personnel Shri. Syed Abdi

Shri. Dhananjay Laxman Datar

Shri. S.Muthuswamy



78

B.TRANSACTIONS WITH RELATED PARTIES Rs. In crores

Sr. no.

Nature of Transactions Holding company

Subsidiaries / Controlling stake


Companies over which directors / relatives are able to exercise signifi cant infl uence


Key management personnel

Total

1 Revenue from Operations - 1.20 - 0.00 - - 1.20

- (1.12) - (143.20) - - (144.32)

2 Balance Written back 0.88 0.88

(0.00) (0.00)

3 Rent Expenses - 0.13 - 1.52 - - 1.65

- (0.07) - (1.38) - - (1.45)

4 Hire Charges 0.02 0.02

(0.00) (0.00)

5 Services Received - - - 0.30 - - 0.30

- - - (0.72) - - (0.72)

6 Interest/ Guarantee Commis-sion/ Other Income Charged

- - 0.00 0.64 - - 0.64

- - (0.40) (57.72) - - (58.12)

7 Finance Charges Paid - 5.56 - 2.73 - - 8.29

- (5.56) - (3.19) - - (8.75)

8 Payment to Key Management Personnel3

- - - - - 3.82 3.82

- - - - - (1.75) (1.75)

9 Purchase of Fixed Assets - - - 0.00 - - 0.00

- - - (0.53) - - (0.53)

10 Sale / Transfer of Fixed Assets - 0.56 - 0.02 - - 0.58

- (0.00) - (0.00) - - (0.00)

11 Stage Payment Received - - 0.00 232.68 - - 232.68

- - (132.40) (4,726.97) - - (4,859.37)

12 Stage Payment Refunded - - 164.11 0.00 - - 164.11

- - (163.18) (323.34) - (486.52)

13 Loans and Advances Given / Repaid

95.49 209.41 29.78 471.54 0.00 - 806.22

(84.71) (58.62) (214.70) (698.36) (0.05) - (1,056.44)

14 Loans and Advances Taken / Refunded

329.75 56.67 0.24 154.16 0.00 - 540.82

(182.84) (21.39) (44.75) (363.02) (0.05) - (612.05)

15 Deposite Given 60.00 60.00

(0.00) (0.00)

16 Guarantees Taken 2 0.00 - - - - - 0.00

15,839.10 - - - - - 15,839.10

Outstanding Balances as on 31st March 2015

Receivables 0.00 6.46 34.05 105.03 - - 145.54

(0.67) (4.64) (34.05) (56.38) - - (95.74)

Payables - 55.55 2.22 0.25 - 58.02

- (18.50) (29.73) (0.26) - (48.49)

Advance from Customers - - 803.48 6,523.73 - - 7,327.21

- - (1,164.88) (6,291.05) - - (7,455.93)

Loans and Advances Given - 235.33 205.94 1,690.61 - - 2,131.88

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH, 2015


79

B.TRANSACTIONS WITH RELATED PARTIES Rs. In crores

Sr. no.


Subsidiaries / Controlling stake


Companies over which directors / relatives are able to exercise signifi cant infl uence


Key management personnel

Total

- (46.91) (376.72) (1,479.72) - - (1,903.35)

Loans and Advances Taken 332.39 - - 0.00 - - 332.39

(98.13) - (48.27) - - (146.40)

Deposits Given - - - 183.00 183.00

- - - (123.00) - - (123.00)

Guarantees Taken 2 17,145.16 - - - - - 17,145.16

(17,145.16) - - - - - (17,145.16)Guarantees Given 2 - 33.60 1,152.52 1,002.24 - - 2,188.36

- (88.60) (1,106.08) (1,081.08) - - (2,275.76)

Notes :

1. 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.

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

3. Related Parties have been identifi ed by the management and relied upon by the auditors

4. Previous Year fi gures are shown in brackets.

NOTES FORMING PART OF FINANCIAL STATEMENTS AS AT 31ST MARCH, 2015


80

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015Disclosure in respect of Related Party transactions during the year:

1 Revenue from Operations include Western India Shipyard Limited ` 1.20 crores (Previous Year ` 1.12 crores) Varada Three Pte. Limited ` Nil (Previous Year Rs 143.20 crores)

2 Balance Written back Includes Tusker Cranes Private Limited ` 0.88 crores (Previous Year ` Nil).

3 Rent Expenses include Aries Management Services Private Limited ` 0.63 crores (Previous Year ` 0.54 crores),

4 Hire Charge Received from ABG Infralogistices Limited Rs . 0.02 crores (Previous Year ` Nil ).

5 Services Received from ABG Resources Private Limited ` 0.30 crores (Previous Year ` 0.72 crores).

6 Interest/ Guarantee Commission/ Other Income Charged to Vipul Shipyard ` 0.64 crores (Previous Year ` Nil )

7 Finance Charges Paid to Western India Shipyard Limited Rs 5.56 crores (Previous Year Rs 5.56 crores), ABG Infralogistics Limited ` Nil (Previous Year ` 2.33 crores), Varada Marine Pte Ltd ` 2.72 crores (Previous Year `Nil )

8 Payment to Key Management Personnel include to Syed Abdi ` 2.58 crores (Previous Year ` 0.30 crores) Major Arun Phatak ` Nil (Previous Year ` 0.78 crores), Shri. Dhananjay Datar ` 0.64 crores (Previous Year ` 0.48 crores), Shri. S. Muthuswamy `0.60 crores (Previous Year ` 0.19 crores),

9 Purchase of Fixed Assets include from ABG Motor Limited Rs *0.00 crores (Previous Year Rs Nil ), ABG Cranes Private Limited ` Nil (Previous Year ` 0.53 crores)

10 Sale of Fixed Assets include to Western India Shipyard Limited Rs 0.56 crores (Previous Year Rs Nil)

11 Stage Payment Received include from Varada Four Pte. Limited ` 62.47 crores (Previous Year ` 619.28 crores),Varada Nine Pte. Limited ` 63.26 crores (Previous Year ` 778.41 crores),Varada Drilling One Pte. Limited ` Nil (Previous Year ` 876.11 crores),Varada Drilling Two Pte. Limited ` Nil (Previous Year `876.11 crores), Drilling & Offshore Two Pte. Ltd. ` 63.26 crores (Previous Year `778.05 crores).

12 Stage Payment Refunded include PFS Shipping (India) Limited ` 91.00 crores (Previous Year `16.90 crores) Varada Marine Pte. Limited (along with its SPVs) ` 73.11 crores (Previous year `163.18 crores ), Global Bulk Carriers Pte. Limited ` Nil (Previous Year ` 228.44 crores ), Varada Five Pte. Limited ` Nil (Previous Year ` 94.90 crores ).

13 Loans and Advances Given/ Repaid include ABG International Private Limited ` 95.49 crores (Previous Year ` 84.71 crores), Western India Shipyard Limited ` 83.91 crores (Previous Year ` 38.80 crores), ABG Shipyard Singapore Pte. Limited `125.49 crores (Previous Year `17.97 crores),PFS Shipping (India) Limited ` 29.78 crores (Previous Year ` 214.70 crores) ABG Business Venture Pte.Limited Rs . 140.81 crores (Previous Year ̀ Nil ), ABG Engineering & Construction Limited ̀ 0.85 crores (Previous Year ` 385.80 crores), ABG Resources Private Limited ` 3.07 crores (Previous Year ` 198.27 crores), ABG Motors Limited ` Nil (Previous Year `*0.00), Banal Investment & Trading Private Limited ` 112.41 crores (Previous Year ` 50.13 cr), Varada Seven Pte. Limited ` 125.24 crores (Previous Year ` Nil).

14 Loans and Advances Taken/ Refunded include ABG International Private Limited ` 329.75 crores (Previous Year ` 182.84 crores), ABG Shipyard Singapore Pte. Limited `Nil (Previous Year `* 0.00 crores) Western India Shipyard Limited ` 56.39 crores (Previous Year ` 20.45 crores), ABG Engineering & Construction Limited ` 0.44 crores (Previous Year ` 89.34 crores), ABG Resources Private Limited ` 132.63 crores (Previous Year ` 122.39 crores).

15 Deposit Given to ABG Resources Private Limited ` 60.00 crores (Previous Year ` Nil)

* Amount less than 0.005 crores


81

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 is Nil (P Y Nil)(b) Notional value of Interest Rate Swaps to hedge against fl uctuation in interest rate is Nil (P.Y Nil)(c) Currency swap to hedge against fl uctuations in exchange rate and interest rate is Nil (P. Y Nil )(d) Foreign Currency exposure that is not hedged by derivative instruments is as under:

In croresCurrency Payable Receivable

31st March, 2015 31st March 2014 31st March, 2015 31st March 2014 AUD *0.00 *0.00 - - EURO 0.14 2.31 - 0.03USD 12.73 11.47 14.46 10.59NOK 0.19 1.18 - - GBP 0.02 0.01 - - AED *0.00 *0.00 - - SGD 0.02 0.08 - -

* Amount less than 0.01 Crore

39. Corporate Social Responsibity. As per Sec 135 of the Companies Act 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 , the Company was required to spend 2% of its average net profi t of 3 years during the year for the activity provided in said regula-tions. Owing to liquidity crisis , the company has not fully spent on CSR as stipulated.

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













82

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 31st MARCH, 2015INDEPENDENT AUDITORS’ REPORT

To The Members of ABG Shipyard Limited

Report on the consolidated Financial Statements

We have audited the accompanying Consolidated fi nancial 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 31st, 2015, the consolidated statement of Profi t and Loss and consolidated cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated fi nancial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated fi nancial position, consolidated fi nancial performance and consolidated cash fl ows of the Group accordance with the accounting principles generally accepted in India, including the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated fi nancial statements by the Directors of the Company, as aforesaid.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated fi nancial statements based on conducting our audit in accordance with the Standards on Auditing under Section 143(10) of the Act.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

Because of the matter described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain suffi cient appropriate audit evidence to provide a basis for an audit opinion.

Basis of Disclaimer of Opinion

The Group did not consolidate its partly owned subsidiary Western India Shipyard Limited as on 31st March 2015. In view thereof, we are unable to assess the impact of this matter on the consolidated fi nancial statements.

Emphasis of matters

We draw attention to the following matters in the notes to the consolidated fi nancial statements of the Group.

1. Note No. 16 (b) and (c) to the consolidated fi nancial statements which describes the technical evaluation of the inventory of Ships and Rigs under construction, the valuation of Work in progress recognized as per AS 7 and for the future foreseeable losses in the current economic scenario. In view of Company’s Directors, adequate provision for estimated future foreseeable losses provided in the books of accounts.

2. Note No. 19 (c) to (e) to the consolidated fi nancial statements which details various loans, advances and receivables from related parties. In respect of these loans, advances and receivables the deliverables and receipts are outstanding since long. In view of Company’s Directors, considering these entities are related entities, no provision is required as such balances are considered good and recoverable.

3. Note No. 19 (f) to the consolidated fi nancial statements which details advances to certain companies. In respect of these advances the deliverables and receipts are outstanding since long. In view of Company’s Directors, no provision is required to be done as such balances are considered good and recoverable.

4. Note No. 20 to the consolidated fi nancial statements which describes the Company’s subsidy receivable from the Government of India amounting to Rs. 500 Crores out of which 345 Crores is for under construction contracts and the compliance with government regulations on the basis of which the receipt of the aforesaid Subsidy is dependent.

5. Note No. 4 to the consolidated fi nancial statements which describes the delays and/or defaults in payment of interest and other CDR scheme compliance. The defaults are reported in Note No. 4C of consolidated fi nancial statements. The Company’s


83

Directors is of the view that the group is an operative group and will be able to meet its obligations to lenders as well as customers/creditors. In view of the same the all Companies in the group are considered as a going concern.

Our opinion is not qualifi ed in respect of these matters.

Other matters

We have relied on the Unaudited fi nancial statements of a foreign subsidiary, whose fi nancial statements refl ect total assets of Rs 416.90 Crores as at March 31, 2015, total revenue of Rs 0.001 Crores for the year ended on that date and net cash fl ow amounting to Rs -0.002 Crores for the year ended on that date, as considered in the consolidated fi nancial statements. The unaudited fi nancial statements as approved by the Board of Directors of the subsidiary have been furnished to us by the management.

The fi nancial statements of one of the Indian subsidiary, has been audited by one of the joint auditor, whose fi nancial statements refl ect total assets of Rs 9.57 Crores as at March 31, 2015, total revenue of Rs 58.55 Crores for the year ended on that date and net cash fl ow amounting to Rs -0.34 Crores for the year ended on that date, as considered in the consolidated fi nancial statements.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company & one subsidiary company incorporated in India, we give in the Annexure a statement on the matters specifi ed in paragraph 3 and 4 of the Order, to the extent applicable.

Disclaimer of Opinion

As required by section 143(3) of the Act, we do not express audit opinion and because of the signifi cance of the matter described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain suffi cient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the consolidated fi nancial statements.


CA M. N. AhmedPartnerM. No.018380


FRN. 103429W

CA Atul JainPartner

M. No. 037097

Place: Mumbai

Date : 26th May 2015


84

Annexure to the Independent Auditors’ Report

As stated in Para 1 ‘Report on Other Legal and Regulatory Requirements’ in our Auditors’ report of even date, the following statement is based on the comments in the Auditors’ reports on the standalone fi nancial statements of the Holding Company and one subsidiary company incorporated in India (hereby referred to as the ‘one subsidiary’). In respect of the unaudited foreign subsidiary considered in the consolidated fi nancial statement and unaudited Indian subsidiary not considered in the consolidated fi nancial statement as stated in para ‘Basis of Disclaimer of Opinion’ of our report, no Report under CARO 2015 is available, and accordingly the possible effects of the same on our reporting under CARO 2015 has not been considered.

i. (a) The Holding Company has maintained proper records showing full particulars including quantitative details and situation of fi xed assets, However, the one subsidiary company does not have any fi xed assets thus clause 3(i) of the Order does not apply to subsidiary company incorporated in India.

(b) The Fixed assets have been physically verifi ed in a phased manner by the management of the Holding Company during the year as per the program of verifi cation which, in our opinion, is reasonable having regard to the size of the Group and nature of its assets. As per the program, no material discrepancies were noticed on such verifi cation.

ii. (a) The inventory has been physically verifi ed by the management of the Holding Company during the year. In our opinion, the frequency of such verifi cation is reasonable, the one subsidiary company incorporated in India does not have any inventory thus clause 3(ii) of the Order does not apply to subsidiary company incorporated in India.

(b) The procedures for the physical verifi cation of inventories followed by the management as referred to above are reasonable and adequate in relation to the size of the Holding 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 verifi cation.

iii. The Holding Company have granted interest free unsecured loans to company and fi rm covered in the register maintained under section 189 of the Companies Act, The one subsidiary company incorporated in India has not granted any loans secured or unsecured, to companies, fi rms or other parties covered in the register maintained by it under Section 189 of the Act.

(a) As the loan is interest free, and there is no stipulation of repayment date prima facie the terms and conditions are prejudicial to the interest of the Holding company.

(b) As there is no stipulation as to repayment date of principal amount, hence paragraph 3(iii)(b) of the order does not apply.

iv. In opinion and according to the information and explanations obtained by us there is adequate internal control system commensurate with the size of the holding Company and one subsidiary and the nature of its business with regards to purchase of inventory, fi xed assets and with regards 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. According to the information given to us and the other auditors, the Holding Company and the one subsidiary have not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013 and the rules framed there under.

vi. We have broadly reviewed the cost records maintained by the Holding Company pursuant to the Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed cost records have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether these are accurate or complete. For the one subsidiary companies incorporated in India, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the services of the Company.

vii. According to the information and explanations given to us and on the basis of the examination of the records of the Holding Company and the one subsidiary company the following points are noticed:

(a) The Holding company and the one subsidiary company have generally been late during the fi nancial year in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income-tax, Tax Deducted at Source, Sales-tax, Wealth-tax, Service tax, Profession Tax, Custom duty, Excise duty, Cess and other statutory dues applicable to it.


85

The following undisputed statutory dues are outstanding for a period of more than six months as on March 31, 2015, from the date they became payable:

Name of the Statute Nature of Dues Financial Year Amount in Rs. CroresThe Income Tax Act, 1961 Income Tax (incl. interest) 2012-13 and 2013-14 46.07The Income Tax Act, 1961 Tax Deducted at Source 2013-14 and 2014-15 0.49Gujarat Vat Act, 2003 Gujarat VAT 2013-14 3.37Profession Tax Act, 1975 Profession Tax 2012-13 and 2013-14 0.23

(b) The following dues have not been deposited on account of disputes:

Name of the Statute Nature of Dues Financial Year Amount in Rs. Crores Forum where dispute is pendingThe Finance Act, 1994 Service Tax 2004-05 to 2010-11 13.5 Appellate TribunalThe Customs Act, 1962 Custom Duty 2012-13 14.42 Appellate Tribunal

(c) The Holding Company has been regular in transferring amounts to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder. The relevant provisions do not apply to the one subsidiary.

viii. The Holding Company does not have accumulated losses at the end of the fi nancial year and have incurred cash loss during the fi nancial year covered by our audit and also in the immediately preceding fi nancial year. The one subsidiary has been in existence for a period of less than fi ve years, hence paragraph 3(viii) of the Order does not apply.

ix. According to the information and explanations given to us, the Holding Company and the one subsidiary company have defaulted in repayment of dues to fi nancial institutions and instances of delay between 1 to 712 days were noticed in repayment of principal and interest to banks, fi nancial institutions and debenture holders during the year amounting to Rs.260.46 crores and Rs.81.97 crores respectively.

x. According to the information and explanations given to us the Holding Company has given guarantees for credit facilities taken by body corporates from banks and fi nancial institutions, the terms and conditions whereof in our opinion are not prima facie prejudicial to the interest of the company. The one subsidiary Company has not given any guarantees for credit facilities taken by body corporates from banks and fi nancial institutions.

xi. In our opinion and according to the information and explanations given by the management to us, term loans taken by the Holding Company have been applied for the purpose for which they were obtained. The one subsidiary Company has not taken any loan during the fi nancial year.

xii. To the best of our knowledge and based upon the information and explanations given by the management to us no instances of fraud on or by the Companies have been noticed or reported during the course of audit of the Holding Company and the one subsidiary reported on vide this report.


CA M. N. AhmedPartnerM. No.018380


FRN. 103429W

CA Atul JainPartner

M. No. 037097

Place: Mumbai

Date : 26th May 2015.


86

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015 AS AT AS AT 31.03.2015 31.03.2014 Note ` in Crores ` in Crores I EQUITY AND LIABILITIES 1. Share Holders’ Funds a. Share capital 2 310.93 50.92 b. Reserves & surplus 3 558.89 1,365.72 869.82 1,416.64

2. Non-current Liabilities a. Long-term borrowings 4 4,356.03 2,982.92 b. Deferred tax liabilities (Net) 5 19.38 427.37 c. Long-term provisions 6 6.19 11.87 4,381.60 3,422.16 3. Current Liabilities a. Short-term borrowings 7 2,266.43 2,007.38 b. Trade payables 8 504.72 863.95 c. Other current liabilities 9 4,360.56 4,648.10 d. Short-term provisions 10 57.70 65.49 7,189.41 7,584.92 12,440.83 12,423.72 II ASSETS 1. Non-current Assets a. Fixed assets 11 (i) Tangible assets 758.30 940.41 (ii) Intangible assets 0.84 34.11 (ii) Capital work-in-progress 1,960.45 1,959.07 2,719.59 2,933.59 b. Non-current investments 12 32.24 0.98 c. Long-term loans and advances 13 318.29 494.74 d. Other non current assets 14 - 30.58 3,070.12 3,459.89 2. Current Assets a. Current Investments 15 272.26 261.05 b. Inventories 16 4,950.41 4,366.29 c. Trade receivables 17 84.23 134.68 d. Cash and bank balance 18 50.99 183.87 e. Short-term loans and advances 19 3,435.09 3,365.92 f. Other current assets 20 577.73 652.02 9,370.71 8,963.83 12,440.83 12,423.72 Signifi cant Accounting Policies & Notes to Financial Statements 1 - 37












87

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Year ended Year ended 31.03.2015 31.03.2014 Note ` in Crores ` in Crores

INCOME

Revenue from operations 21 450.31 1,661.79

Other income 22 9.93 40.90

Total Revenue 460.24 1,702.69

EXPENSES

Consumption of raw materials & components 23 135.84 1,018.70

Purchase of traded goods 23 0.61 -

Changes in inventories of work-in-progress 24 90.97 (287.84)

Employee benefi ts expense 25 65.45 82.98

Finance costs 26 805.64 611.74

Depreciation & amortisation expense 11 99.18 104.93

Other expenses 27 447.85 423.60

Total Expenses 1,645.54 1,954.11

Profi t before exceptional and extraordinary items and tax (1,185.30) (251.42)

Exceptional / Extraordinary items - 72.13

Profi t before tax (1,185.30) (323.55)

Tax Expense

Current tax for the year (MAT Credit Utilised) 111.15 -

Current tax for earlier years (net) 12.43 2.59

Deferred tax (407.99) (98.74)

(284.41) (96.15)

Profi t after Tax (before adjustment for Minority Interest) (900.89) (227.40)

Less: Minority Interest - (5.40)

Profi t after tax (900.89) (222.00)

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

Basic (173.52) (43.60)

Diluted (173.52) (43.60)

Signifi cant Accounting Policies & Notes to Financial Statements 1 - 37












88

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

Year ended Year ended 31.03.2015 31.03.2014 ` in Crores ` in Crores A. Cash Flow From Operating Activities : Net Profi t (Loss) before taxation and after exceptional item (1,185.30) (323.55) Adjustments for Depreciation 99.18 104.93 Provision for Contingencies - 0.74 Bad Debts Written off 41.06 2.15 Irrecoverable Advances Written off/ provided 25.09 - Finance charges including exceptional items being fi nance charges 804.80 683.22 Interest income (2.54) (25.97) Effect of exchange rate change (3.96) (21.53) Goodwill Written off - 0.48 Loss / (Profi t) on Sale of Assets (net) 24.47 16.66 Loss / (Profi t) on Sale of Investments (0.15) 0.05 Operating Profi t/ (Loss) before working capital changes (197.35) 437.18 Adjustments for : Inventories (248.06) (665.49) Trade Receivables 7.72 (64.92) Loans and Advances* and other current assets 499.74 (1,046.82) Trade Payables and other current liabilities / provisions** (501.66) (548.80) Stage Payments from Customers (net) (416.15) 1,670.56 Cash generated from Operations (855.76) (218.29) Direct Taxes Paid (24.09) (2.68) Cash Used in Operating activities (879.85) (220.97)B. Cash Flow From Investing Activities: Purchase of Fixed Assets including Capital Work in Progress and capital advances (16.58) (252.58) Sale of Fixed assets 1.17 18.97 Proceeds from Sale / Redemption of Non Current Investments (7.49) 6.28 Loans / deposits given (net) (432.72) 109.13 Interest income (1.41) 29.60 Cash Used In Investing Activities (457.03) (88.60)

C. Cash Flow From Financing Activities: Proceeds from Issue of Share Capital 337.60 - Proceeds from Long Term Borrowings 1,598.15 2,446.67 Repayments of Long Term Borrowings (283.40) (844.24) Short Term Borrowings (net) 285.91 (486.97) Finance charges paid including exceptional items (750.66) (652.57) Cash Generated from Financing Activities 1,187.60 462.89 D. Effect of Exchange difference on translation of foreign currency 4.72 0.01 Net (decrease) / Increase in cash and cash equivalents (A + B + C + D) (144.56) 153.34 Opening Balance of Cash & Cash Equivalents 179.02 26.23 Adjustment due to ceased subsidiary - (0.06) Closing Balance of Cash & Cash Equivalents 34.46 179.50 Effect of Exchange rate changes - 0.001 Closing Balance of Cash & Cash Equivalents as restated 34.46 179.50 * Includes current and non current ** Includes short term and long term 1 Amount less than ` 0.01 croreNotes : 1. Cash fl ow 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. The consolidated Cash Flow Statement for the year ended 31st Match, 2015 is not comparable with the previous year as the effect of cash fl ows of subsidiary Western India Shipyard

Ltd and has not been included in the consolidated fi nancial statements due to non availability of its Financial Statements.3. Figures for previous year where ever necessary have been regrouped to conform to those of current year.

As per our report of even date For and on behalf of the Board

For NISAR & KUMARChartered AccountantsF. R. No. 107117W











89

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 20151. SIGNIFICANT ACCOUNTING POLICIES

1.A Basis of Consolidation

The consolidated fi nancial statements of ABG Shipyard Ltd. (“The Company”) , its subsidiaries ABG Shipyard Singapore Pte. Ltd and ABG FPSO Pvt. Ltd. together referred to as “The Group” have been prepared on the following basis.

i) The consolidated fi nancial statements are prepared under the Historical Cost Conventions on the basis of Going Concern and as per applicable Indian Accounting Standards notifi ed under section 211 (3C) of The Companies Act, 2013.

ii) In accordance with Accounting Standard (AS) 21 – ‘Consolidated Financial Statements’, the statements of ABG Shipyard Limited, ABG Shipyard Singapore Pte. Ltd.and ABG FPSO Pvt. Ltd. have been combined line by line by adding items of Balance Sheet and Statement of Profi t and Loss. The effect of Intra Group transactions, balances and unrealised profi ts have been eliminated.

iii) 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 fi nancial statements as Goodwill or Capital Reserve, as the case may be.

iv) 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.

v) The fi nancial results of one indian Subsidiary namely Western India Shipyard Ltd.(WISL) are not consolidated due to non availability of the Financial Statements, consequent upon the adjournment of the meeting of its Board of Directors to adopt and approve Financials results.The consolidated results for the year ended 31st Match, 2015 are not comparable with the previous year as WISL has not been included in the consolidated fi nancial statements.

vii) Details of Subsidiaries

Sr No

Name of the shareholder Country of Incorporation

Date since Subsidiary

Type of Entity Percentageownership

Interest1 ABG Shipyard Singapore Pte. Ltd. Singapore 08.02.2010 Company 100%2 Western India Shipyard Ltd. India 14.10.2010 Company 53.14%3 ABG FPSO Pvt. Ltd. India 09.01.2012 Company 100%

1.B Other Signifi cant Accounting Policies

i). Basis of Accounting

The fi nancial statements are prepared under the Historical Cost Conventions on the basis of Going Concern and as per applicable Indian Accounting Standards notifi ed under relavant provisions of The Companies Act, 2013

ii). Use of estimates

The preparation of fi nancial 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 fi nancial 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 / materialised .

iii). Revenue

Revenue is recognised in accounts in accordance with Accounting Standard-7 ‘Accounting for Construction Contracts’. 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.

Dividend income on investment is accounted for in the year in which the right to receive the payment is established.

Interest income is recognised on the time proportion basis.

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.

Profi t/Loss on disposal of fi xed assets is recognised in the Statement of Profi t and Loss.


90

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015Intangible Assets:

Intangible assets are recognised and accounted at cost in accordance with Accounting Standard-26 ‘Intangible Assets’.

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 Profi t 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 capitalised 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 Profi t 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 as per estimated useful life of the asset prescribed in Schedule II to the Companies Act, 2013.

c) Other assets are depreciated on Written Down Value Method as per estimated useful life of the asset prescribed in Schedule II to the Companies Act, 2013.

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 amortised over a period of fi ve years

g) In the case of WISL, Depreciation on fi xed assets is provided on straight-line method at the rates prescribed in Schedule II to the Companies Act, 2013.. 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 fl uctuations and any major additions is amortised over the remaining useful life of the asset.

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 profi t and loss account. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount

x). Employees’ Benefi ts

Provident Fund: Provident Fund contributions are made as per a defi ned contribution scheme and the contribution of company is charged to Profi t 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 benefi ts are recognised as an expense at the undiscounted amount in the Statement of Profi t and Loss of the year in which the related service is rendered.

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

xi). 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 and specifi c inventory on specifi c identifi cation basis. Finished goods are valued at lower of cost and net realisable value.


91

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015xii). Work in Progress and Cost Allocation

Each construction contract is considered as a cost center and all costs directly identifi able 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 profi t 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 Profi t and Loss.

The Company has w.e.f. 07th December,2006 chosen to apply notifi cation 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.

xv). Government Subsidy

Government subsidy related to shipbuilding contracts are recognised on compliance with the relevant conditions and is recognised in the Statement of Profi t and Loss and presented under ‘Revenue from Operations’.

xvi). Operating Leases

Leases where the lessor effectively retains substantially all the risks and benefi ts of ownership of the leased assets are classifi ed as operating leases. Operating lease payments / receipts are recognised as an expense / income in the Statement of Profi t 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 is recognised on timing differences between the accounting income and the taxable income for the year and quantifi ed using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets relating to unabsorbed depreciation/business losses are recognised and carried forward to the extent there is virtual certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised.

Other deferred tax assets are recognised and carried forward to the extent that there is a reasonable certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised.

Minimum Alternate Tax (MAT) paid in a year is charged to the Statement of Profi t and Loss as current tax. The company recognises MAT credit available as an asset only to the extent there is convincing evidence that the company will pay normal income tax during the specifi ed period, i.e., the period for which MAT Credit is allowed to be carried forward. In the year in which the Company recognises MAT Credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternate Tax under the Income Tax Act, 1961, the said asset is created by way of credit to the statement of Profi t and Loss and shown as “MAT Credit Entitlement.” The Company reviews the “MAT Credit Entitlement” asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the suffi cient period.

xviii). Provisions, Contingent Liabilities and Contingent Assets

A provision is made based on reliable estimate when it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle an obligation. Contingent liabilities, if material, are disclosed in notes forming part of fi nancial statements. Contingent Assets are not recognised/ disclosed.


92

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015


2. SHARE CAPITALAuthorised Capital15000000000 (P.Y. 15000000000) Equity Shares of `10/- each 15,000.00 15,000.00 2000000000 (P.Y. 2000000000) 0.01 % Compulsorily Convertible Preference Shares (CCPS) of `10/- each 2,000.00 2,000.00

17000.00 17000.00

Issued Subscribed and Paid up No of sharesReconciliation: 31.03.2015 31.03.2014Equity Shares of `10/- each fully paid up.As per last Balance Sheet 50921801 50921801 50.92 50.92 Issued during the year 2917768 - 2.92 - As at the end of the year 53839569 50921801 53.84 50.92

0.01 % Compulsorily Convertible Preference Shares of ` 10/- each fully paid up.As per last Balance Sheet - - - - Issued during the year 257093339 - 257.09 - As at the end of the year 257093339 - 257.09 -

310.93 50.92

a) The Company has two classes of shares referred to as Equity Shares and Compulsorily Convertible Preference Shares (CCPS) having par value of Rs 10/- respectively. 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 holders of CCPS will be entitled to apply for equity shares of the Company on Entitlement Date as per Special Resolutions passed by the shareholders through Postal Ballott on 27th September, 2014 and as amended vide Special Resolution passed through Postal Ballott on 29th December, 2014 and the equity shares shall be allotted at the minimum price determined pursuant to Regulation 76(1) of SEBI ICDR Regulations, 2009. Hence the total number of Equity Shares assuming full conversion shall be determined as per Revelant date being the date 30 days prior to the Entitlement date.Sr No Particulars Entitlement date1 CCPS 26th June 20152 CCPS 26th September 20153 CCPS 26th December 20154 CCPS 26th March 2016

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

c) 31211040 (P.Y.34212057 ) Equity Shares of `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) Pursuant to the scheme of CDR , the company has alloted total 29,17,768 nos. of equity shares of ` 10 /-each at a

premium of ̀ 265.92 per equity shares to the CDR lenders towards conversion of the Funded interest Term Loan (FITL)/Interest on FITL.

f) Pursuant to the scheme of CDR, the Company has allotted total 25,70,93,339 Nos. of 0.01 % Compulsorily Convertible Preference Shares (CCPS) of Face Value `10/- each have been issued to CDR lenders towards conversion of the Funded interest Term Loan (FITL)/Interest on FITL..

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

Sr No Name of the shareholder 31.03.2015 31.03.2014No of equity shares held

% No of equity shares held

%

1 ABG International Private Ltd. 31,211,040 57.97 34,212,057 67.19 2 Religare Finvest Ltd. 4,930,872 9.16 5,186,866 10.19

* Includes shares pending registration.


93



3. RESERVES AND SURPLUS(i) Capital Reserve

Opening balance 31.87 31.87 Added / Utilised / Transferred during the year - -

Closing balance 31.87 31.87

(ii) Securities Premium AccountOpening balance 235.00 235.00 Added / Utilised / Transferred during the year 77.59 -


(iii) Debenture Redemption ReserveOpening balance 66.39 266.67 Less:Transferred to General Reserve during the year - 200.28


(iv) Capital Redemption Reserve Opening balance 0.46 0.46 Add: Transferred from Surplus in Statement of Profi t and Loss - - Closing balance 0.46 0.46

(v) Revaluation Reserve Opening balance 40.99 42.22 Less: Utilised to set off against depreciation 2.20 1.23 Less: Reserve on Impaired assets trfd to surplus in Profi t and Loss 0.27 - Closing balance 38.52 40.99

(vi) General Reserve Opening balance 648.93 448.65 Add: Transferred from Debenture Redemption Reserve - 200.28 Closing balance 648.93 648.93

(vii) Surplus in Statement of Profi t and Loss Opening balance 295.18 498.16 Add:Profi t for the year (900.89) (222.00)Revaluation Reserve on Impaired assets transfered to surplus in Profi t and loss 0.27 -

(605.44) 276.16 Less: Transitional impact of change in useful life of assets 5.07 - Closing balance (610.51) 276.16

(viii) Foreign Currency Translation Reserve Opening balance 65.92 41.79 Add/ (Less): Effect of foreign exchange rate variations during the year 4.72 24.13 Closing Balance 70.64 65.92

558.89 1,365.72


94

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 20154. A. LONG TERM BORROWINGS

(a) Debentures Secured 16.39 36.39

(b) Term LoansFrom BanksSecured 3,909.68 2,688.71 Unsecured - 17.41

From OthersSecured 127.96 125.00 Unsecured - 0.10

(c) Vehicle loansFrom BanksSecured - 0.01 From Others Secured - *0.00

(d) Loan from related parties [Refer note 36]Unsecured 302.00 73.15

(e) Convertible Zero Coupon Loan (CZC)Secured - 42.15 * Amount less than ` 0.01 crores 4,356.03 2,982.92

4 B (i) Details of Debentures issued by the Company` In Crores


a) 12.30% 1000 Non Convertible Redeemable Debentures (NCD) of `100000/- each issued to Life Insurance Corporation of India (LIC)

Secured - First pari passu charge on the company’s immovable and movable fi xed assets of Dahej Plant.

Payable in 13 quarterly instalments commencing quarter ending 30th Nov, 2013 upto 30th Nov, 2016.

16.39 50.00 36.39 30.00

16.39 50.00 36.39 30.00

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` In Crores


A) Term loans from BanksLoans under Corporate Debt Restructuring (CDR)1) Foreign Currency Loans Foreign Currency Loan Secured - First pari passu charge



355.32 7.71 181.30 -

Foreign Currency Loan Secured - Residual Charge over Pooled Assets.


87.93 - - -

2) Rupee Term LoansRupee Term Loan Secured - First pari passu charge



832.61 30.20 526.40 -

Rupee Term Loan Secured - First pari passu charge over the Pooled Assets : All movable (both fi xed and current assets) & immovable assets of the Company excluding assets exclusively charged to respective lenders


421.98 15.31 227.08 -



1,640.42 - 1,491.82 -


95



15.00 - 15.00 -



19.82 0.72 - -



319.05 11.57 - -

Rupee Term Loan Secured - First Pari Passu Charge over all movable assets (including current assets) pertaining to Drilling Offshore Pte Ltd (DOPL) Rigs.


- - 0.73 -

Rupee Term Loan Secured - Residual Charge over Pooled Assets.


140.81 - - -

3) Rupee Term Loan where scheme implementation is pendingRupee Term Loan - Consortium Secured - First pari-passu charge

on the company’s movable & immovable fi xed assets of Dahej plant, present and future.


- 20.11 - 88.66

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

Payable in quarterly installments upto June 2017

- - 107.04 64.32

Rupee Term Loan Secured - First pari-passu charge on movable and immovable fi xed assets of the Dahej Shipyard land at Dahej. Corporate Guarantee of holding company.


- - - 84.35

NON CDRForeign Curency Loan Secured - First pari passu charge


Payable in half yearly instalments upto Sep 2016

- - 18.02 12.01

Foreign Curency Loan Payable in quarterly instalments upto April 2015

- 33.41 5.59 39.10

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 non disposal undertaking on unpledged shares in the share capital of third parties.

Payable in quarterly instalments upto Dec 2017upto Dec 2017

17.64 3.04 20.47 0.53

Rupee Term Loan Secured - First charge on the assets of third party Subservient charge on all immovable and movable fi xed assets of the Dahej yard and personal and corporate guarantee of third party.

Payable in quarterly instalments upto March 2018till March 2018

59.10 - 60.00 -

Rupee Term Loan Unsecured Payable in quarterly instalments upto Oct, 2015

- 63.84 17.41 46.43

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

Payable in quarterly installments upto Sep, 2018.

- - 10.24 2.65

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


- - 19.02 5.07

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

- - 6.00 -

3,909.68 185.91 2706.12 343.12



96

B) From OthersCDRRupee Term Loan Secured - First pari passu charge



120.63 4.37 125.00 -



7.33 0.27 - -

NON CDRRupee Term Loan Secured - First pari passu charge on

the movable and immovable fi xed assets at Dahej Plant. Exclusive charge on immovable property at Dahej of the company. Interim security by way of fi rst charge on immovable assets of third party. Corporate Guarantee of holding company ABG International Pvt. Ltd.

Payable in 6 quarterly instalments commencing 30th Jan, 2014 and ending 30th April, 2015

- 90.00 - 90.00

Rupee Term Loan from fi nancial 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.


- - - 7.90

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


- - 0.10 -

127.96 94.64 125.10 97.90 C) Vehicle loans

From banks Secured- Hypothecation of the individual assets fi nanced.

Payable in monthly instalments upto May, 2015.

- 0.01 0.01 0.13

From others Secured- Hypothecation of the individual assets fi nanced.

Payable in monthly instalments upto April, 2015.

- 0.02 *0.00 0.09

- 0.03 0.01 0.22

D) From related parties

Holding Company (“Promoter’s Contribution”)

Unsecured - Subordinated to CDR facilities

Payable only after full repayment of Restructured Facilities of the CDR Lenders

302.00 - 68.01 -

Foreign Currency Loan Unsecured - 5.14 -

302.00 - 73.15 - 4,339.64 280.58 2,904.38 441.24

*Amount less than ` 0.01 crore

4 B (iii) Details of Terms of repayment for Convertible Zero Coupon Loan and security provided ` In Crores

Particulars Terms of repayment As at 31.03.2015 As at 31.03.2014

Non Current Current Non Current CurrentConvertible 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 on the day 27.01.2019 compulsorily convertible on or before 28.01.2017.

- - 42.15 -

- - 42.15 -

Total ( 4B (i+iii)) 4,356.03 330.58 2,982.92 471.24

4 C The Group has defaulted in repayment of loans and interest in respect of the followingParticulars As at 31.03.2015

` In CroresAs at 31.03.2015Period in days

As at 31.03.2014` In Crore

As at 31.03.2014Period in days

Debentures issued to LICPrinciipal 30.00 32-487 10.00 32-122Interest 11.86 365-533 3.97 17-168Foreign Currency Loans Princiipal 29.23 69-618 16.76 69-253 Interest 1.51 1-183 1.49 1-253Rupee Term Loan Princiipal 157.06 1-712 104.30 1-366 Interest 71.38 1-712 30.12 1-347

Out of the above debentures, debentures were falling due for repayment till 31st March 2015 amounting to ` 50 crores subsequent to restructuring terms of repayment by the debenture holders In view of sec 71 of the Companies Act, 2013 read with Rule 18 of the Companies (Share Capital and Debentures) Rule, 2014, the Company was required to invest 15% of the said amount in specifi ed securities.In view of management the said amount need to be deposited on maturity and not on restructuring of repayment term for debentures alraedy matured in earlier years Due to liquidity constraints , the company has not deposited the 15% amount even if a contrary view is taken.



97


4. D. Corporate Debt Restructuring

As approved by the Corporate Debt Restructuring Cell (“CDR Cell”), the company has restructured its Term and working capital debts due to consortium of banks(CDR lenders) with cut off date 1st August, 2013 . A “Master Restructuring Agreement” (MRA) has been executed between the company and the CDR Lenders and thus the restructured facilities are governed by the provisions specifi ed therein .

The Key features of the CDR Proposal are as follows:

1 Repayment of Restructured Term Loans (‘RTL’) after moratorium of 2 years from cut off date in 32 structured quarterly instalments commencing from quarter ending 30th September 2015 to 30th June 2023.

2 Conversion of various irregular/outstanding/devolved fi nancial facilities into Working Capital Term Loan (‘WCTL’) Repayment of WCTL after moratorium of 3 years 6 months from cut off date in 26 structured quarterly instalments commencing from Quarter ending 31st March 2017 to 30th June 2023, subject to mandatory prepayment obligation on realisation of proceeds from certain asset sale and capital infusion.

3 Restructuring of existing fund based and non fund based fi nancial facilities, subject to renewal and reassessment every year.Priority loans shall be sanctioned for meeting the immediate operational and capital requirements of the company. The Priority Debt disbursed by the lenders is ` 375.91 crores till 31st March 2015.

4 The interest payable on RTL and WCTL during moratorium period of 2 years and 3 years 6 months respectively from cut off date are also converted to Funded Interest Term Loan (FITL). Out of Total FITL facility amounting to Rs 1,561 crore an an amount aggregating to ` 1,000 crore shall be compulsorily converted into equity shares or 0.01% Compulsorily Convertible Preference Shares (CCPS) before 31st March 2016. Pursuant to the scheme of CDR, the Company has allotted total 25,70,93,339 Nos. of 0.01 % Compulsorily Convertible Preference Shares (CCPS) of Face Value `10/- each and 29,17,768 nos. of equity shares of ` 10 /-each at a premium of ` 265.92 per equity shares to CDR lenders towards conversion of the Funded interest Term Loan (FITL)/Interest on FITL upto 31st March, 2015.

5 The rate of interest of RTL, WCTL, FITL and fund based working capital facilities is base rate +1% for initial two years and thereafter with annual reset option in accordance with MRA.

6 Priority loan sanctioned for meeting the immediate operational , fi nancial and capital requirement of the company

7 Waiver of existing events of defaults, penal interest and charges etc in accordance with MRA.

8 Additional Security for the CDR debt - Personal Gurantee of Promoter , Pledge of Promoter’s entire shareholding of ABG Shipyard Limited and Corporate Gurantee of ABG International Pvt Ltd. (Holding company)

9 Due to extreme fi nancial constraints and limited operations , the company has delayed and/or defaulted in the payment of interest as per the CDR Scheme. The defaults are reported in Note no 4C above.

10 The management is of the view that the company is an operative company and will be able to meet its obligations to lenders as well as customers/creditors In view of the same, the mamagement considers the company to be a going concern.


98



5. DEFERRED TAXES

Tax effect of items constituting deferred tax LiabilitiesOn account of profi t on Projects under completion - 693.60 On account of depreciation 19.38 -

19.38 693.60

Tax effect of items constituting deferred tax assetsOn account of gratuity liability and leave encashment liability - 3.18 On account of expenses allowable on delivery of ships - 6.06 On account of unabsorbed depreciation (net) - 220.53 On account of disallowances - 36.46

- 266.23 19.38 427.37

6. LONG TERM PROVISIONS

Provision for Gratuity 3.70 7.47 Provision for Leave Encashment 2.49 4.40

6.19 11.87

7. A - SHORT TERM BORROWINGS Security

From Banks: a) Rupee Short Term Loan Secured- Charge on immovable property at Dahej. Corporate

Guarantee of third party. 30.00 30.00

b) Export Packing Credit Secured - First pari passue charge over the Pooled Assets : All moveable (both fi xed and current assets) & immoveable assets of the Company excluding assets exclusively charged to respective lenders.

194.16 233.64

c) Cash Credit Secured - First pari passue charge over the Pooled Assets : All moveable (both fi xed and current assets) & immoveable assets of the Company excluding assets exclusively charged to respective lenders.

1,204.59 931.53

Secured - Floating charge on Current Assets of WISL including but nor limited to Stock of raw materials, Work in Progress, Consumables, Stocks, Spares, Book Debts, Bills wherever situated, documents both present and future and Corporate Guarantee of the Company for `. 33.60 crores

- 23.02

d) Others - payable on demand Secured - First pari passue charge over the Pooled Assets : All moveable (both fi xed and current assets) & immoveable assets of the Company excluding assets exclusively charged to respective lenders

7.36 28.20

Unsecured 738.07 669.40 e) Overdraft facility Secured - First pari passu charge on the fi xed asset of related party Corporate Guarantee

of related party and Trade receivables of the subsidiary ABG FPSO Pvt. Ltd. 6.00 6.00

From Others:a) Inter Corporate Deposits 16% - 17% Inter Corporate Deposits Unsecured 83.75 84.50 Interest Free Inter Corporate Deposits Unsecured 2.25 -b) Others From related parties Unsecured 0.25 - From others Unsecured - 1.09

2,266.43 2,007.38

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

Particulars As at 31.03.2015` In Crores

As at 31.03.2015Period of default in days

As at 31.03.2014 ` In Crores

As at 31.03.2014Period of default in days

Loans from banksPrincipal 30.00 704 30.00 339 Interest 6.19 1-365 5.17 1-305

Others - payable on demand Principal 14.16 481 208.20 364 Interest - - 0.62 47

Inter Corporate DepositsPrincipal 83.75 390-751 12.50 25-386 Interest 17.93 315-582 6.26 1-26


99



8. TRADE PAYABLES

(i) Sundry Creditors for Goods & Expenses [Refer Note 36] 500.64 849.80 (ii) Acceptances - banks 4.08 14.15

504.72 863.95

The amounts due to suppliers under MSMED as at 31st March,2015 is as below. The information relates to such vendors identifi ed as micro and small enterprises as per information available with the Company for the year. Accordingly previous years fi gures have been quantifi ed during the year only, in absence of the said information last year.(i) Principal amount remaining unpaid to any supplier as at the end of the accounting

period 0.41 0.41

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

0.60 0.38

(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 period 0.60 0.38 (v) The amount of interest accrued and remaining unpaid at the end of the accounting period 0.60 0.38 (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 - -

9. OTHER CURRENT LIABILITIES

(i) Current Maturities of long-term debt - [Refer note 4B] a. Non Convertible Redeemable Debentures (NCD) 50.00 30.00 b. Term Loans - From banks 280.55 433.12 c. Term Loans - From other - 7.90 d. Vehicle loans

From banks 0.01 0.13 From others 0.02 0.09

(ii) Payables on purchase of fi xed assets - Acceptances - banks - 10.60 - Others 38.99 41.87

(iii) Interest accrued & due on borrowings 108.42 51.29 (iv) Interest accrued but not due on borrowings 6.70 5.12 (v) Advance from customers 3,823.69 3,889.36 (vi) Other Advances including Related Parties [Refer Note 36] 36.40 102.39 (vii) Unclaimed Dividends * 0.11 0.12 (viii) Other Payables

- Statutory remittances 13.51 39.09 - Trade / security deposits received 0.76 4.70 - Others 1.40 32.32

* To be transfered to Investor and Protection Fund, when due 4,360.56 4,648.10

10. SHORT TERM PROVISIONSProvision for employee benefi ts: Gratuity 4.58 1.98 Leave Encashment 0.93 1.08 Income Tax (Net of prepaid taxes) 47.81 58.05 Wealth Tax - 0.00* Contingencies 4.38 4.38

57.70 65.49 *Amount less than 0.01 crore


100

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 201511. FIXED ASSETS ` in crores

PARTICULARS Gross BlockAt cost / Valuation

DEPRECIATION/ AMORTISATION/ IMPAIRMENT

NET BLOCK

AS AT 01.04.2014

ADDITIONS DURING

THE YEAR

DELETIONS/ ADJUSTMENTS/

ELIMINATION DURING

THE YEAR

AS AT 31.03.2015

AS AT 01.04.2014

ADDITIONS DURING

THE YEAR

ADDITIONS DURING

THE YEAR

DELETIONS/ ADJUSTMENTS/

ELIMINATION DURING

THE YEAR

AS AT 31.03.2015

AS AT 31.03.2015

AS AT 31.03.2014

TANGIBLE ASSETS

LAND

FREE HOLD LAND 83.46 0.211 - 83.67 - - - - - 83.67 83.82

LEASE HOLD LAND 7.71 - - 7.71 0.52 0.09 - - 0.61 7.10 7.19

FACTORY BUILDING 538.23 - 0.01 538.22 184.73 35.21 0.82 0.01 220.75 317.47 360.99

BUILDING 127.36 - 27.25 100.11 22.50 5.04 - 2.53 25.01 75.10 105.61

PLANT AND MACHINERY

557.46 0.01 1.28 556.19 224.32 57.01 3.88 0.67 284.54 271.65 374.45

OFFICE EQUIPMENT 5.57 0.02 *0.00 5.59 3.07 1.73 0.29 0.00 5.09 0.50 3.09

FURNITURE & FIXTURES

3.61 - - 3.61 2.34 0.43 *0.00 - 2.77 0.84 1.30

-

VEHICLES 12.63 - 1.34 11.29 9.45 1.14 0.01 1.08 9.52 1.77 3.48

COMPUTERS 5.06 0.01 0.03 5.04 4.65 0.15 0.07 0.03 4.84 0.20 0.48

1,341.09 0.25 29.91 1,311.43 451.58 100.80 5.07 4.32 553.13 758.30 940.41

INTANGIBLE ASSETS

SOFTWARE 8.59 0.04 - 8.63 7.21 0.58 - - 7.79 0.84 1.38

GOODWILL ON CONSOLIDATION

- - - - - - - - - - 32.73

8.59 0.04 - 8.63 7.21 0.58 - - 7.79 0.84 34.11

T O T A L 1,349.68 0.29 29.91 1,320.06 458.79 101.38 5.07 4.32 560.92 759.14 974.52

Previous year 1,680.79 49.15 119.26 1,610.68 567.44 106.16 - 37.45 636.15 974.52

Capital work in progress(CWIP)

1,939.39 21.08 0.02 1,960.45 1,960.45 1,959.07

1Stamp duty and Registration Charges *Amount Less than ` 0.01 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 fi nancial statements. [ refer note 1.A(v)]

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

31.03.2015` in crores

31.03.2014` in crores

iii) Depreciation, Amortisation & Impairment relating to continuing operations:Depreciation, Amortisation & Impairment for the year on tangible assets 100.80 105.44 Depreciation, Amortisation & Impairment for the year on intangible assets 0.58 0.72

101.38 106.16Less: Utilised from revaluation reserve 2.20 1.23 Depreciation & Amortisation on discontinuing operations - - Depreciation, Amortisation & Impairment relating to continuing operations 99.18 104.93

iv). During the year, pursuant to the requirements of Schedule II of the Companies Act, 2013, the Company has, effective 1st April, 2014 reviewed and revised the estimated useful lives of its fi xed assets. Consequent thereto, the depreciation charge for the year is higher by ` 36.07 crores. Additional depreciation of ̀ 5.07 crores for the period prior to 1st April, 2014 has been adjusted with opening balance of retained earnings.

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 capitalised ̀ 10.59 crores (P.Y ̀ 185.03 crores). Due to suspension of capitalisation at sites, borrowing cost is capitalised only upto quarter ended June 2014.

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.

Consequent to the revaluation there is an additional depreciation of `2.20 crores (P. Y ` 1.23 crores), which has been withdrawn from Revaluation Reserves and credited to Statement of Profi t and Loss.


101

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015viii) The company has chosen to avail the option under AS-11 notifi cation 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 Profi t and Loss for the year is a Gain of `9.53 crores (P.Y. Gain `9.49 crores) due to foreign currency exchange loss (net) which has been capitalized with CWIP.

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


12. NON-CURRENT INVESTMENTSNon Trade - At cost QuotedIn Equity Shares

In Others: 156586408 (P. Y.174448852) Equity Shares in Western India Shipyard Ltd. of ` 2/- each fully paid up

31.31 -

UnquotedIn Equity SharesIn 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

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

0.01 0.01

5000 (PY: 5000) Equity Shares in Janata Sahakari Bank Ltd.of ` 100/ each. Fully paid up.

0.05

32.24 0.98

13. LONG-TERM LOANS AND ADVANCES

(Unsecured, considered good)Capital Advances 30.39 56.08 Security Deposits [Refer note 36] 189.90 130.49 Due from Government authorities MAT Credit Entitlement 198.53 203.05 Added during the year - - Less: Utlised / Reduced 110.96 1.87

87.57 201.18

Service tax credit - receivable - deferred 9.37 11.60 VAT deposit *0.00 - Loans and advances to related parties [Refer Note 36] 60.00 Other loans and advances 1.06 35.39 (Unsecured, considered good)

318.29 494.74 *Amount less than ` 0.01 croresMAT credit utilised during the current period amounted to ` 110.96 crores, Carried forward MAT Credit of ` 87.56 crores will be utilised against the future taxable income.


102



14. OTHER NON CURRENT ASSETSLong Term Trade Receivables i) Unsecured, considered good - 24.53 ii) Doubtful - 1.60

- 26.13 Less: Provision for Doubtful Debt - - Sales Tax Deducted at Source - 1.54 Other Non Current Assets - 2.91

- 30.58

15. CURRENT INVESTMENTIn Units of Mutual Fund 434645.8558 (P.Y. 434645.8558) Units in Emerging Market Diversifi ed Fund 272.26 261.05 of Standard Chartered Trust (Cayman) Limited of Face Value USD 100 per unit.

272.26 261.05

16. INVENTORIES(As taken, valued & certifi ed by management) Raw Material and Components In stock 469.57 453.99 In transit 293.05 330.64

762.62 784.63 Work in ProgressOn Percentage completion basis 9,259.57 9,004.55 (Contract costs & recognised profi t) Less: Progress Money from Customers 5,150.82 5,501.93

4,108.75 3,502.62 Finished goods 79.04 79.04

4,950.41 4,366.29 a) Finished goods represents completed ship where invoicing and protocol of acceptance is pending

b). During the immediately preceeding year, the Company had undergone Corporate Debt Restructuring with its lenders During the year the company has made efforts to revive its operations but progress of construction of the vessels was effected due to factors such as unavailability of working capital fi nance resulting into non availability of required materials, reduced production levels at various yards, etc. On the instruction of the lenders, the company is in the process of completing the pending work on few identifi ed vessels only. Due to such exceptional circusmtances, the manufacturing process over the remaining vessels is suspended. Hence overhead absorption over such vessels has also been suspended. Accordingly, overhead and interest absorption had been done only over ongoing vessels.

c). In accordance with Accounting Standard -7, the company recognises its estimated foreseeable losses upon its occurrence. However, in light of the recessionary trend in ship building industry, the management has obtained a technical valuation by chartered engineer of its Work in Progress (WIP) to benchmark the carrying cost with the estimated realisable value of such WIP. Based on such technical evaluation, the carrying cost of the WIP as on 31st March 2015, in the opinion of management, does not require any adjustment.

17. TRADE RECEIVABLES(Unsecured, considered good) Outstanding for more than six months 79.14 76.38 Others 5.09 60.45

84.23 136.83 Less: Provision for doubtful receivables - 2.15

84.23 134.68

18. CASH AND BANK BALANCEa. Cash & Cash Equivalents

Cash in hand 0.04 0.11 Balances with Banks: i) In Current Accounts 34.20 179.00 ii) In EEFC Accounts - 0.01 iii) In Fixed Deposits 0.22 0.38

34.46 179.50


103



b. Other Bank Balances In Fixed Deposits 11.09 4.25In Earmarked Accounts 0.12 Unclaimed dividend accounts 0.11 - Balance held as margin money against guarantee and in collection accounts 5.27 - Balance held in escrow accounts 0.06 -

16.53 4.37 50.99 183.87

19. SHORT-TERM LOANS AND ADVANCES

(Unsecured, Considered good) Loans and Advances to related parties: [Refer note 36] Advance for supplies / services 1,024.64 1,190.56 Loans to Subsidiary 84.43 - Other loans and advances 1,017.53 580.38

2,126.60 1,770.94 Others:Advance to suppliers 1,044.14 1,359.57 Prepaid Expenses 182.06 164.41 Employee Advances 4.13 6.67 Inter Corporate Deposits 17.00 17.00 Other Loan and advances 4.78 41.83

Balance with Government Authorities Service Tax Refundable / Credit 4.63 4.98 Vat credit 0.13 0.29 Income Tax 0.02 0.02 Custom Duty 7.00 - Others 44.60 -

56.38 5.29 (Unsecured, Considered doubtful)Employee Advances 1.26 - Other advances - 0.21

1.26 0.21Less: Provision for Doubtful Advances 1.26 -

- 0.21 3,435.09 3,365.92

Notes : a. Details of Loans and Advances in the nature of loan to subsidiaries

Sr. No. Name of the Company As at 31.03.2015 Western India Shipyard Ltd. Maximum amount

outstanding during the period

Amount outstanding

84.43 84.43 The above loans are given for business purposes


104


AS AT AS AT 31.03.2015 31.03.2014 ` in Crores ` in Croresb. Details of Other Loans

Sr. No Name of the Company Nature of Relationship Amount outstanding As at 31.03.2015 As at 31.03.2014

1 Varada Seven Pte. Ltd. Joint Venture 397.87 258.86 2 Vipul Shipyard Erstwhile Partnership Firm 86.84 81.92 3 Eleventh Land Developers Pvt.Ltd. Erstwhile Subsidiary 38.25 38.26 4 ABG Resources Pvt. Ltd. Associate Company 87.11 156.97 5 Banal Investment & Trading Pvt.Ltd. Associate Company 125.71 22.94 6 ABG Business Ventures Pte. Ltd. Joint Venture 140.81 - 7 ABG Cement Holdco Pvt. Ltd. Associate Company - 0.01 8 ABG Energy Ltd Associate Company - 0.13 9 ABG Cement Ltd. Associate Company - 1.74 10 ABG Motors Limited Associate Company - *0.00

876.59 560.83

* Amount less than ` 0.01 crore The above loans are given for business purposes c. Loans and advances to Private companies/fi rm in which directors are directors/members/partner amounts to `340.68 crores

(P. Y ` 303.28 crores) d. The group has given an amount of `1019.99 crores as advance for supply of material and services to related parties out of

which `723.07 crores is outstanding for more than 2 years against which neither material nor services have been as yet received by the company. In opinion of the management the amounts are good and fully recoverable. In view of the reduction in activity, the material and services could not be called for from the parties

e. The group has given other loans and advances to related parties of `1020.23 crores include an amount of Rs 423.14 crores, which is outstanding for a period of more than 2 years In opinion of the management the amounts are good and fully recoverable, even though there may be delays in such amounts to be received.

f. Out of Advance for supply for material and services ` 1044.14 crores , Rs,700 crores are outstanding for period of more than 2 years against which neither material nor services have been as yet received by the company. In opinion of the management the amounts are good and fully recoverable. In view of the reduction in activity, the material and services could not be called for from the parties.

20. OTHER CURRENT ASSETS(Unsecured, Considered good)

Subsidy 499.65 566.29

Interest accrued

Fixed Deposits with Bank 0.45 0.06

Inter Corporate Deposits 6.38 4.76

Others 46.97 45.04

Insurance Claims Receivable 1.69 4.53

Income Tax Deducted at Source - 0.09

Deferred Revenue Expenditure - 0.48

Others

Receivables on sale of fi xed assets 0.62 0.67

Others 21.97 30.10

577.73 652.02


105


Year ended Year ended 31.03.2015 31.03.2014 ` in Crores ` in Crores

21. REVENUE FROM OPERATIONS

Manufacturing Ships 347.14 1,288.30 Rigs 18.78 168.32

Trading 1.17 -

Services - Ship Repair 18.64 49.89 - Charter Hire 58.19 8.33

Other operating Revenue Subsidy 2.34 140.37 Scrap Sales 2.03 6.22 Excise and duty refunds 2.02 0.36

450.31 1,661.79

20. OTHER INCOME

Interest on: Fixed deposits with banks 0.90 0.91 Inter corporate deposit 1.80 2.10 Others 0.01 28.52 Profi t on Sale of Investments 0.15 - Foreign exchange gain ( Net) 0.21 - Other Non operating Income : Insurance Claims 5.05 1.57 Sundry balances written back 1.39 0.22 Rent 0.03 0.03 Miscellaneous Receipts 0.39 7.55

9.93 40.90

23. A.CONSUMPTION OF RAW MATERIALS & COMPONENTS

Steel 1.70 27.26 Other Items 134.14 991.44

135.84 1,018.70

23. B. PURCHASE OF TRADED GOODS

Steel 0.61 - 0.61 -

24. CHANGES IN INVENTORIES - WORK IN PROGRESS

(Included in work in progress on percentage completion basis) Opening Work In Progress 721.08 345.53 Adjustments (Net) 21.95 87.71

743.03 433.24 Closing Work In Progress 652.06 721.08 Decrease / (Increase) in Work in progress 90.97 (287.84)


106


Year ended Year ended 31.03.2015 31.03.2014 ` in Crores ` in Crores

25. EMPLOYEE BENEFITS EXPENSESalaries Wages and other benefi ts 50.84 65.97 Contribution to Provident Fund 2.58 4.05 Staff Welfare Expenses 12.03 12.96

65.45 82.98

26. FINANCE COSTInterest Expense on borrowings 715.87 551.96 Other Interest 9.83 24.94 Guarantee Commission (net) 45.81 3.40 Difference in Exchange on foreign currency transaction / translation (net) 18.67 (4.06)Other Borrowing Costs 15.46 35.50

805.64 611.74

27. OTHER EXPENSESConsumption of stores 4.07 21.11 Contractors Charges 15.66 55.83 Power and Water 5.60 10.86 Repairs & Maintenance - Plant & Machinery 0.71 1.94 - Buildings 0.05 0.58 - Others 1.32 1.29 Other Manufacturing Expenses 6.53 8.26 Inspection and Survey Expenses 1.84 5.55 Ship Charter Hire paid 57.08 8.14 Offi ce Expenses 7.09 7.07 Rent Rates & Taxes 6.47 9.92 Insurance 2.62 14.55 Printing & Stationery 0.17 0.25 Postage Telephone & Telex 0.74 1.16 Travelling & Conveyance 5.67 6.91 Professional Charges 33.01 9.06 Payment to Auditors 1.41 1.02 Donations & Charities 0.06 8.35 Prior Years Expenses 0.01 0.13 Selling & Distribution 54.82 160.61 Forward Cover Loss/ (Gain) (net) - 5.78 Loss/ (Profi t) on Sale of Assets (net) 24.47 16.66 Loss on Sale of Non Current Investments - 0.05 Reversal of Profi t on cancelled Vessels 5.49 37.44 Subsidy Written off 68.98 20.94 Doubtful Debtors & Advances 1.26 2.15 Bad Debts Written off 41.06 5.37 Dredging Expenses - 0.47 Discount on ship repair - 0.02 Goodwill written off - 0.48 Irrecoverable Advances Written off 23.83 - Recognition (AS 7) of loss on vessels in progress 77.79 - Miscellaneous Expenses 0.04 1.65

447.85 423.60


107

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 201527. (a) Contingent liability not provided for

` in Crores


In respect of Performance/ Delivery Guarantees given by banks to the buyers 63.28 59.39

Corporate guarantees to banks in respect of facilities granted to group companies. 1,753.01 1,412.38

Other bank guarantees 34.20 42.80

Claims against the company not acknowledged as debts 122.96 36.24

Claims in respect of indirect taxes 28.20 56.59

Claims in respect of direct taxes - 3.29

In respect of Claims against the company not acknowledged as debts, the Company has received claims from certain customers / creditors, wherein such customers/creditors have fi led petition for winding up pending clearance of dues for penal interest and charges. The Company is confi dent of arbitration with such parties and does not recognise the payable over and above the liability already recognised in the books. The liability of the Company is contingent on the outcome of such petitions and the amount is not quantifi able as on 31st March, 2015

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

` in Crores


Carrying amount as at the beginning of the year 4.38 3.64 Utilised during the year 4.38 - Provision during the year. 4.40 0.75 Balance at the end of the year 4.40 4.38

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

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. 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 27

` in Crores


Not later than 1 year 2.09 6.23

Later than 1 year and not later than 5 years 2.52 19.95

Later than 5 years - -

31. Disclosure in accordance with ‘AS -7 Accounting for Construction Contracts ` in Crores


a. Contract revenue recognised as revenue in the year 364.53 1,438.53 b. Contract cost incurred and recognised profi ts 8,607.50 8,270.41 c. Advances received from above customers 6,072.13 6,078.13 d. Gross amount due from customers for contract work 3,513.64 3,170.13 e. Gross amount due to customers for contract work 978.27 977.86


108

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015 The Gross amount due from customers refl ects the net amount for all contracts in progress for which cost incurred plus

recognised profi t (less recognised losses) exceeds progress billing.

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

During the year, advances from customers to the extent of work done amounting to `5150.82 crores (P.Y.Rs 5100.27 crores) is adjusted against Work in Progress in Note No 14. Advances received in excess of work done and advances pending commencement of work are disclosed in Current Liabilities under Advances from Customers in Note No 9. Advances from customers include amounts received from third parties on behalf of customers.

The WIP includes revenue recognised on the contracts with the related parties. Such WIP amounted to ` 5669 crores for 46 yards of related parties.

32. The disclosures required under Revised Accounting Standard 15 ‘Employee Benefi ts’ notifi ed in the Companies (Accounting Standards) Rules 2006, are given below:

Defi ned Contribution Plan

Contribution to Defi ned Contribution Plan, recognised are charged off for the year are as under:


Employer’s Contribution to Provident Fund 1.81 2.44

Employer’s Contribution to Pension Scheme 0.78 0.69

Defi ned Benefi t Plan The employees’ gratuity fund scheme managed by SBI Life Insurance is a defi ned benefi t 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 benefi t entitlement and measures each unit separately to build up the fi nal obligation. The obligation for leave encashment is recognised in same manner as gratuity.

` in CroresParticular Gratuity (Funded) Leave Encashment (Unfunded)

31st March 2015 31st March 2014 31st March 2015 31st March 2014a. Reconciliation of opening and closing balances of

Defi ned Benefi t obligation Defi ned Benefi t obligation at the beginning of the year 5.82 6.26 4.50 5.67 Current Service Cost 3.48 0.67 0.41 0.58 Interest Cost 0.47 0.50 0.36 0.45 Actuarial (gain) / loss (1.08) (1.59) (0.78) (1.33)Benefi ts paid (0.40) (0.02) (1.07) (0.87)Defi ned Benefi t obligation at the year end 8.29 5.82 3.42 4.50

b. Reconciliation of opening and closing balances of fair value of plan assets Fair value of plan assets at beginning of the year 0.03 0.05 - - Expected return on plan assets *0.00 *0.00 - - Actuarial gain/(loss) 0.40 *(0.00) - -

Employer contribution - - - - Benefi ts Paid (0.40) (0.02) - - Fair value of plan assets at the year end 0.03 0.03 - -

c. Reconciliation of fair value of assets and obligationsFair value of plan assets as at year end 0.03 0.03 - - Present value of obligation as at year end 8.29 5.82 3.42 4.50 Amount recognised in Balance Sheet 8.26 5.79 3.42 4.50

d. Expenses recognised during the yearCurrent Service Cost 3.48 0.67 0.41 0.58 Interest Cost 0.47 0.50 0.36 0.45 Expected return on plan assets *(0.00) - - - Actuarial (gain) / loss (1.48) (1.59) (0.78) (1.33)Net Cost 2.47 (0.42) (0.01) (0.29)


109

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015e. Investment Details % Invested

31st March 2015 31st March 2014 31st March 2015 31st March 2014 SBI Group Gratuity (Cash Accumulation) Policy 100 100

f. Actuarial Assumptions 2006-08 (Ultimate) 2006-08 (Ultimate)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.ARate of escalation in salary (per annum) 5.00% 5.00% 5.00% 5.00%

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

The expected rate of return of Plan Assets is determined considering several applicable factors, mainly the composition of Plan Assets held, assessed risks, historical returns on Plan Assets and the Company’s policy on Plan Assets Management.

g. Amounts recognised in current year and previous four years

Gratuity

31st March 2015 31st March 2014 31st March 2013 31st March 2012 31st March 2011Defi ned Benefi t obligation at the year end 8.28 5.82 6.26 5.71 4.22 Fair value of plan assets at the year end 0.04 0.03 0.05 0.25 0.48 (Surplus) / Defi cit in the plan 8.24 5.79 6.21 5.46 3.74 Actuarial (gain) / loss in plan obligation (1.08) (1.59) (0.58) 0.55 (0.34)Actuarial gain/(loss) on plan assets 0.40 (0.00) (0.01) (0.01) (0.02)

* Amount less than ` 0.01 crore

33. Calculation of Earning per share (EPS)

Particular 31st March 2015 31st March 2014

Net profi t as per Statement of Profi t & Loss (` In crores) (900.89) (222.00)

Weighted Avarage number of Equity shares of ` 10/- each fully paid up 51,918,632 50,921,801

Earning per Equity Share of ` 10/- each fully paid up (Rupees) (173.52) (43.60)

(Basic & Diluted)

34. The group primarily operates in one business segment only i.e. manufacturing which is the only reportable segment. The subsidiary , ABG FPSO Pvt. Ltd. is carrying out ship chartering activities. However, revenue does not satisfy the threshold limit as far as Group is concerned, as Accounting Standard - 17 hence separate disclosure of business segment by activity is not given.

Secondary segment (Geographical Segments): ` in Crores

Particular Domestic Overseas Total 31st March 2015 31st March 2014 31st March 2015 31st March 2014 31st March 2015 31st March 2014

Revenue [as per AS 7 (revised)] 116.10 329.38 334.21 1,332.41 450.31 1,661.79 Amount for 31st March 2014 includes WISL.

35. Additional Information as per Schedule III of the Companies Act, 2013

Name of the entity Net Assets Share in profi t/(loss) Minority Interest

As % of consolidated net

assets

Amount As % of consolidated profi t/(loss)

Amount

Indian Subsidiaries

ABG FPSO Pvt Ltd (0.44%) (3.80) 0.26% (2.36) -

Foreign Subsidiary

ABG Shipyard Singapore Pte Ltd 29.78% 259.02 0.09% (0.83) -


110

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 201536. Related Parties Disclosure as per Accounting Standard (AS) 18:

A. LIST OF RELATED PARTIES

Holding company ABG International Private Limited

Subsidiaries / Controlling stake Western India Shipyard Limited [Refer Note 1. A. (v) page no. 89]

Fellow subsidiary companies PFS Shipping (India) LimitedVarada One Pte. Ltd.ABG Solar Project Private LimitedABG Energy LimitedABG Energy (MP) Limited

Varada Marine Pte. Limited (Along with its SPV's)PFS Offshore Pte. Ltd.

Companies over which directors / relatives are able to exercise control or signifi cant infl uence ABG Infralogistics Limited

ABG Cement LimitedABG Cement Holdco Private Limited ABG Energy (Gujarat) Limited ABG Power Private LimitedTusker Crane Private Limited (Formerly ABG Crane Private Limited)ABG Foods Private LimitedABG Acquafarm Private LimitedABG Glass Private Limited BABA Gangaram Investment Services Private Limited ABG Engineering & Construction LimitedTirupati Landmark Private LimitedTirupati Management & Investment Services Private Limited (Formerly ABG Mercantile & Investment Services Private Limited )Eleventh Land Developers Private Limited ABG Resources Private Limited (Formerly Second Land Developers Private Limited)ABG Motors 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 ABG Enterprises & Trading Private Limited (Formerly Nibodh Trading Private Limited)ABG Energy Himachal Pradesh Limited Vipul Shipyard ( Partnership Firm)ABG Business Ventures Pte. LimitedDrilling & Offshore Pte. LimitedDrilling & Offshore One Pte. LimitedDrilling & Offshore Two Pte. LimitedGlobal Bulk Carriers Pte. LimitedVarada Ventures Pte. Limited Varada Drilling One Pte. Limited Varada Drilling Two Pte. Limited


111

Varada Two Pte. Limited Varada Three Pte. Limited Varada Four Pte. Limited Varada Five Pte. LimitedVarada Six Pte. Limited Varada Seven Pte. LimitedVarada Nine Pte. Limited Varada Ten Pte. Limited Varada Eleven Pte. Limited Varada Twelve Pte. LimitedVarada Global Pte. Limited


Shri. Rishi Agarwal

Key management personnel Shri. Syed AbdiShri. Dhananjay Laxman DatarShri. S.Muthuswamy Shri. A.K Agarwal

B.TRANSACTIONS WITH RELATED PARTIES ` in CroresSr. no.


SubsidiariesControlling

stake


Co over which

directors / relatives are able

to exercise

signifi cant

infl uence

Individuals owning

directly or indirectly an

interest in the voting power

that gives them control or signifi cant

infl uence

Key manage

ment personnel

Total

31st March 2015 1 Revenue from Operations - 1.20 0.00 0.00 - - 1.20

- (1.12) (9.10) (143.20) - - (153.42)2 Balance Written back 0.89 0.89

(0.00) (0.00)3 Rent Expenses - 0.13 - 1.52 - - 1.65

- (0.07) - (1.38) - - (1.45)4 Hire Charges 0.02 0.02

(0.00) (0.00)5 Services Received - - 57.08 0.30 - - 57.38

- - (8.14) (0.96) - - (9.10)6 Interest/ Guarantee

Commission/ Other Income Charged

- - 0.00 0.64 - - 0.64 - - (0.40) (57.72) - - (58.12)

7 Finance Charges Paid - 5.56 - 2.73 - - 8.29 - (5.56) - (3.19) - - (8.75)

8 Payment to Key Management Personnel3

- - - - - 3.82 3.82

- - - - - (2.38) (2.38)9 Purchase of Fixed Assets - - - 0.00 - - 0.00

- - - (0.53) - - (0.53)10 Sale / Transfer of Fixed

Assets - 0.56 - 0.02 - - 0.58

- (0.00) - (0.00) - - (0.00)11 Stage Payment Received - - 0.00 232.68 - - 232.68

- - (132.40) (4,726.97) - - (4,859.37)12 Stage Payment Refunded - - 164.11 0.00 - - 164.11

- - (163.18) (323.34) - (486.52)13 Loans and Advances Given /

Repaid 95.49 83.91 42.54 600.03 0.00 1.92 823.89

(111.68) (56.77) (226.67) (698.36) (0.05) (0.00) (1,093.53)

14 Loans and Advances Taken / Refunded

329.95 56.39 1.89 154.80 0.00 0.90 543.93

(182.84) (21.39) (48.20) (328.41) (0.05) (0.00) (580.89)15 Deposite Given 60.00 60.00

(0.00) (0.00)16 Guarantees Taken 2 0.00 - 0.00 - - - 0.00

(15,839.10) - (6.00) - - - (15,845.10)



112

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS AS AT 31st MARCH, 2015 ` in Crores

Sr. no.


Controlling stake


Co over which directors / relatives are able to exercise signifi cant infl uence

Individuals owning

directly or indirectly

an interest in the

voting power that gives them

control or signifi cant

infl uence

Key manage

ment personnel

Total

31st March 2015 Outstanding Balances as on 31st March 2015

Receivables 0.00 6.46 34.05 105.04 - - 145.55 (0.67) (4.64) (34.05) (56.44) - - (95.80)

Payables 0.00 55.56 2.22 0.25 - 58.03 (26.96) (18.50) (29.73) (0.26) - (75.45)

Advance from Customers - - 803.48 6,523.73 - - 7,327.21 - - (1,164.88) (6,291.05) - - (7,455.93)

Loans and Advances Given - 84.43 210.63 1,831.23 - - 2,126.59 - (25.00) (379.98) (1,479.72) - - (1,884.70)

Loans and Advances Taken 332.39 - - 0.65 - 0.05 333.09 (98.12) - (307.13) - (0.00) (405.25)

Deposits Given - - - 183.00 183.00 - - - (123.00) - - (123.00)

Guarantees Taken 2 17,145.16 - 6.00 - - - 17,151.16 (17,145.16) - (6.00) - - - (17,151.16)

Guarantees Given 2 - 33.60 1,152.52 1,002.24 - - 2,188.36 - (88.60) (1,106.08) (1,081.08) - - (2,275.76)

* Amount less than ` 0.01 croreNotes :

1. 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.

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

3. Related Parties have been identifi ed by the management and relied upon by the auditors.

4. Previous Year fi gures are shown in brackets.

Disclosure in respect of Related Party transactions during the year:

1 Revenue from Operations include Western India Shipyard Limited ` 1.20 crores (Previous Year ` 1.12 crores) Varada Three Pte. Limited ` Nil (Previous Year ` 143.20 crores)

2 Balance Written back Includes Tusker Cranes Private Limited ` 0.88 crores (Previous Year ` Nil)

3 Rent Expenses include Aries Management Services Private Limited ` 0.63 crores (Previous Year ` 0.54 crores), G.C. Property Private Limited ` 0.16 crores (Previous Year ` 0.15 crores), Gold Croft Property Private Limited ` 0.16 crores (Previous Year ` 0.15 crores), Somerset Estate Private Limited ` 0.16 crores (Previous Year ` 0.15 crores).

4 Hire Charge Received from ABG Infralogistices Limited Rs . 0.02 crores (Previous Year ` Nil ).

5 Services Received from ABG Resources Private Limited ` 0.30 crores (Previous Year ` 0.72 crores), PFS Shipping (India) Limited ` 57.08 crores (Previous Year ` 8.14 crores)

6 Interest/ Guarantee Commission/ Other Income Charged to Vipul Shipyard ` 0.64 crores (Previous Year ` Nil )

7 Finance Charges Paid to Western India Shipyard Limited ` 5.56 crores (Previous Year Rs 5.56 crores), ABG Infralogistics Limited ` Nil (Previous Year ` 2.33 crores).


113












8 Payment to Key Management Personnel include to Syed Abdi ` 2.58 crores (Previous Year ` 0.30 crores) Major Arun Phatak ` Nil (Previous Year ` 0.78 crores), Shri. Dhananjay Datar ` 0.64 crores (Previous Year ` 0.48 crores), Shri. S. Muthuswamy ` 0.59 crores (Previous Year ` 0.19 crores),

9 Purchase of Fixed Assets include from ABG Motor Limited Rs 0.00 * crore (Previous Year Rs Nil ), ABG Cranes Private Limited ` Nil (Previous Year ` 0.53 crores)

10 Sale of Fixed Assets include to ABG Cement Limited ` 0.02 crores (Previous Year `Nil ), ABG Infralogistics Limited ` Nil (Previous Year ` 0.00* crore),Western India Shipyard Limited ` 0.56 crores (Previous Year Rs Nil)

11 Stage Payment Received include from PFS Shipping (India) Limited ` Nil (Previous Year ` 132.40 crores), Varada Three Pte. Limited ` Nil (Previous Year ` 6.60 crores), Varada Four Pte. Limited ` 62.47 crores (Previous Year ` 619.28 crores),Varada Nine Pte. Limited ` 63.26 crores (Previous Year ` 778.41 crores),Varada Eleven Pte. Limited ` 21.21 crores (Previous Year ` 355.86 crores),Varada Drilling One Pte. Limited ` Nil (Previous Year ` 876.11 crores),Varada Drilling Two Pte. Limited ` Nil (Previous Year ` 876.11 crores), Drilling & Offshore Two Pte. Ltd. ` 63.26 crores (Previous Year ` 778.05 crores), Varada Twelve Pte. Ltd. ` 22.47 crores (Previous Year ` 379.99 crores).

12 Stage Payment Refunded include PFS Shipping (India) Limited ` 91.00 crores (Previous Year ` 16.90 crores) Varada Marine Pte. Limited (along with its SPVs) ` 73.11 crores (Previous year ` 163.18 crores),Global Bulk Carriers Pte. Limited ` Nil (Previous Year ` 228.44 crores), Varada Five Pte. Limited ` Nil (Previous Year ` 94.90 crores).

13 Loans and Advances Given/ Repaid include ABG International Private Limited ` 95.49 crores (Previous Year ` 84.71crores), Western India Shipyard Limited ` 83.91 crores (Previous Year ` 38.80 crores), ABG Shipyard Singapore Pte. Limited ` 125.4,9 crores (Previous Year ` 17.97 crores),PFS Shipping (India) Limited ` 42.54 crores (Previous Year ` 226.6,7 crores) ABG Business Venture Pte.Limited ` 140.81 crores (Previous Year ` Nil ), ABG Engineering & Construction Limited ` 0.85 crores (Previous Year ` 385.80 crores), ABG Resources Private Limited ` 3.07 crores (Previous Year ` 198.27 crores), Banal Investment & Trading Private Limited ` 112.48 crores (Previous Year ` 50.13 crores), Varada Seven Pte. Limited ` 125.24 crores (Previous Year ` Nil).

14 Loans and Advances Taken/ Refunded include ABG International Private Limited ` 329.95 crores (Previous Year ` 182.84 crores) ABG Engineering & Construction Limited ` 0.44 crores (Previous Year ` 89.34 crores), ABG Resources Private Limited ` 132.63 crores (Previous Year ` 122.39 crores).

15 Deposit Given to ABG Resources Private Limited ` 60.00 crores (Previous Year ` Nil)

* Amount less than ` 0.01 crores

37. The fi gures for the previous year have been arranged/rearranged/regrouped wherever considered necessary.


114

UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH , 2015[Refer Note 1. A. (v) page no. 89]

PARTICULARS Year ended Year ended 31.03.2015 31.03.2014 ` in Crores ` in Crores

(Unaudited) (Audited) Net Sales / Income from Operations 464.45 1,514.84 Other Operating Income 6.89 126.01 Total Income from operations 471.34 1,640.85

Expenses:a. Cost of Material consumed 131.08 1,018.70 b Purchase of Stock in Trade 0.61 - c. Change in inventories of fi nished goods, Work in progress and stock

in trade 90.97 (287.84)

d. Employees benefi t expenses 78.04 82.98 e Depreciation and amortisation expenses 111.44 104.93 f. Other Expenses 486.76 402.63

898.90 1,321.40 Profi t (Loss) from operation before other income, fi nance cost and exceptional items (427.56) 319.45 Other Income 10.79 40.87 Profi t(Loss) from ordinary activities before fi nance cost & exceptional items (416.77) 360.32 Finance cost 807.22 611.74 Profi t (Loss) from ordinary activities after fi nance cost but before exceptional items (1,223.99) (251.42)Exceptional Items - 72.13 Profi t (Loss)from ordinary activities before Tax (1,223.99) (323.55)

Tax Expense:- Current Tax 111.15 - - Current tax for earlier years 12.31 2.59 - Deferred Tax (407.98) (98.74)Net Profi t (Loss)from Ordinary activities after tax (939.47) (227.40)Extraordinary items (Net of Tax Expense) - - Net (Loss)Profi t for the period (939.47) (227.40)Share of Minority Interest 8.71 (5.40)Net Profi t (Loss) after taxes, minority interest (948.18) (222.00)

Paid-up Equity Share Capital (Face Value of ` 10/- each) 53.84 50.92 Reserves and Surplus (excluding Revaluation Reserve) 451.13 1,324.73 Basic and Diluted EPS before extraordinary items (In Rupees) (182.63) (43.60)Basic and Diluted EPS after extraordinary items (In Rupees) (182.63) (43.60)


115

UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH , 2015STATEMENT OF ASSETS AND LIABILITIES

PARTICULARS As at As at 31.03.2015 31.03.2014 ` in Crores ` in Crores

A. EQUITIES AND LIABILITIES :1. Shareholders Fund : 310.93 50.92 a. Share Capital 489.82 1,365.72 b. Reserves & Surplus 800.75 1,416.64 2. Minority Interest - -3. Non Current Liabilitiesa. Long Term Borrowings 4,425.80 2,982.92 b. Deferred Tax Liabilities (net) 19.38 427.36 c. Long Terms Provisions 10.95 11.87

4,456.13 3,422.15 4. Current Liabilitiesa. Short term borrowings 2,294.54 2,007.38 b. Trade Payables 489.49 863.95 c. Other Current Liabilities 4,383.41 4,648.10 d. Short term Provisions 58.40 65.50

7,225.84 7,584.93 TOTAL EQUITIES AND LIABILITIES 12,482.72 12,423.72 B. ASSETS1. Non Current Assets a. Fixed Assets 2,776.91 2,900.59 b. Goodwill on consolidation 29.39 33.00 c. Non Current Investments 0.98 0.98 d. Long Term loans and Advances 325.67 494.74 e. Other non - current Assets 7.74 30.58

3,140.69 3,459.89 2. Current Assets a. Current Investments 272.26 261.05 b. Inventories 4,954.38 4,366.29 c. Trade Receivables 125.26 134.67 d. Cash and cash Equivalents 52.36 183.87 e.Short terms Loans and Advances 3,359.97 3,410.97 f. Other Current Assets 577.80 606.98

9,342.03 8,963.83 TOTAL ASSETS 12,482.72 12,423.72

Notes: 1. The above results for the year ended 31st March 2015 were reviewed by the Audit Committee of Directors and approved by

the Board of Directors at their meeting held on 13th August ,2015. 2. The Consolidated results of ABG Shipyard Ltd, its subsidiaries (1) ABG Shipyard Singapore Pte Ltd, (Unaudited) (2) Western

India Shipyard Ltd.(Audited) and (3) ABG FPSO Private Ltd. (Audited) are prepared in accordance with Accounting Standard (AS) 21 on Consolidated Financial Statements prescribed by Companies (Accounting Standards) Rules 2014.

3. In the Board of Directors meeting held on 25th May, 2015, the Board of Directors had considered the consolidated accounts of ABG Shipyard Limited along with its subsidiaries ABG Shipyard Singapore Pte Ltd and ABG FPSO Private Limited. The fi nancials of subsidiary Western India Shipyard Limited were not considered in absence of a Board of Directors meeting of that company adopting its standalone fi nancial statements. The Board of Directors of Western India Shipyard Limited has considered and approved its standalone fi nancials in its Board of Directors meeting held on 30th June 2015.

In order to comply with the requirement of relevant provisions of the Companies Act , 2013 and listing agreement , the Company has prepared Consolidated fi nancials which include the fi nancials of Western India Shipyard Ltd. .

By the order of the BoardPlace: Mumbai (Syed Abdi) Date :13th August, 2015 Managing Director & CEO


116

NOTES


117

ABG SHIPYARD LIMITEDRegistered Offi ce: Near Magdalla Port, Dumas Road, Surat-395007, Gujarat

Corp. Offi ce: 4th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai-400 004, Tel. 022 - 66563000 Fax.: 022 - 66223050Website: www.abgindia.com, Email- [email protected], CIN: L61200GJ1985PLC007730

ATTENDANCE SLIPI hereby record my presence at the Annual General Meeting to be held on Wednesday the 30th September, 2015 at the Registered Offi ce of the Company at Near Magdalla Port, Dumas Road, Surat-395007 at 12 Noon.

Full name of the Shareholder (in Block Letters)

Ledger Folio number/ Client ID and DP ID No.

No. of Equity Shares held

Signature of the Shareholder or Proxy attending


118


119

PROXY FORMForm No. MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L61200GJ1985PLC007730Name of the Company: ABG SHIPYARD LIMITEDRegistered Offi ce: Near Magdalla Port, Dumas Road, Surat-395007, GujaratCorp. Offi ce: 4th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai-400 004.

Name of the member (s) :___________________________________________________________________________________

Registered address :___________________________________________________________________________________

E-mail ID :___________________________________________________________________________________

Folio No/ Client ID/DP ID :___________________________________________________________________________________

I/We, being the Member(s) of _________________ shares of ABG Shipyard Limited hereby appoint,

1. Name :___________________________________________________________________________________

Email ID :___________________________________________________________________________________

Address :___________________________________________________________________________________

Signature :_____________________________ or failing her/him;

2. Name :___________________________________________________________________________________

Email ID :___________________________________________________________________________________

Address :___________________________________________________________________________________

Signature :_____________________________ or failing her/him;

3. Name :___________________________________________________________________________________

Email ID :___________________________________________________________________________________

Address :___________________________________________________________________________________

Signature :_____________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 29th Annual General Meeting of the Company, to be held on Wednesday the 30th September, 2015 at 12.00 Noon. at the Registered Offi ce of the Company and at any adjournment thereof in respect of such resolutions as are indicated below:

Item No.

Resolution

1. Adoption of the Audited Financial Statements, Report of the Board of Directors and Auditors thereon, for the fi nancial year ended on 31st March, 2015.

2. To ratify the appointment of M/s. Nisar & Kumar as statutory auditors of the Company and to fi x their remuneration.3. Special Resolution for issue of securities for a value of upto ` 2,000/- crores (` Two Thousand Crores).4. Appointment of Mr. Sushil Agarwal, as an Independent Director.5. Appointment of Mr. Ravi Nevatia, as an Independent Director.6. Approval for revision in Remuneration of Mr. Syed Abdi.

Signed this_______ day of ______________2015

________________________ ________________________ Signature of Proxy holder(s) Signature of shareholderNotes:1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Offi ce of the Company, not less than 48

hours before the commencement of the Meeting.

Affi x1 `

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