| Dear Members,
The Directors present their 23rd Annual Report on the State of Affairs
of the Company's business operations with the Audited Accounts for the
year ended March 31,2015 as under:
Particulars 31.03.2015 31.03.2014
(Rs. In Lacs) (Rs. In Lacs)
Sales and other Income 3409.63 4518.61
Profit /(Loss) before Finance
cost, Depreciation & Taxes (1975.99) (558.69)
Less: Finance cost (net) 644.64 771.75
Profit/(Loss) before Depreciation & Tax (2030.49) (1330.42)
Less: Depreciation 1225.76 1314.55
Profit/(Loss) before Taxes (3370.06) (2644.97)
Provisions for Taxes:
Tax Adjustments for Earlier Year (11.58) 32.11
Profit/(Loss) before Adjustments (3358.48 (2677.07)
Prior Period Adjustments 107.98 13.21
Net Loss for the year (3466.47) (2690.28)
Company Operations
During the year, your Company has repaired 15 vessels and achieved
total revenue of Rs. 3409.63 lacs as against Rs. 4518.61 lacs in the
previous year Your Company incurred a net loss of Rs. 3466.46 lacs for
the year as against a net loss of Rs. 2690.28 lacs in the previous
year.
Your Company faced severe recession during FY 2014-15 and a number of
shiprepair orders from Indian and foreign clients did not materialize
as expected due to the global economic uncertainties in the shipping
and shiprepair markets where repairs have been postponed by the Ship
Owners/Operators/Charterers. Your Company's operations were also
affected by the severe restrictions on mining in Goa by the Supreme
Court and the Central/State Government which affected the Shipping and
Shiprepair Industry especially the bulk ore transhippers, cargo vessels
and barges using the Mormugao Port. Though mining has been permitted
subject to quantitative restrictions, the mining operations have not
resumed due to delays in the environmental and other approvals from the
Central/State Government. The mining Industry is expected to resume
during FY 2015-16.
Your Company is seeking significant opportunities for Oil Rig repairs
and modifications as there is growing thrust towards oil exploration
and production. The Company has a rich experience over the years and
has repaired over 585 vessels and 13 Oil rigs since its inception. Your
Company is also seeking to secure additional business from the defence
sector for ship repairs in consortium with ABG Shipyard Ltd, its
holding company.
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
Dividend:
In view of the loss for the year, no dividend has been recommended for
the shareholders.
Management's Discussion and Analysis Report:
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, forms an integral part of this Annual Report.
Corporate Governance Report:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the requirements set out by SEBI. The
Corporate Governance Report as stipulated under Clause 49 of the
Listing Agreement forms an integral part of this Annual Report. The
requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated in
Clause 49, is attached to this Report.
Directors and Key Management Personnel:
Shri. Ashok Kumar Agarwal retires by rotation at the ensuing AGM of the
Company and is eligible for re-appointment as director in terms of the
Articles of Association of the Company and provisions of the Companies
Act, 2013. Shri. Ravi Vimal Nevatia and Smt. Rajani Podar joined the
Board as additional directors in June, 2015. Your Company has received
notices from the members for their appointment as Independent Directors
for a term of five years. The Company has received the declarations
from the Independent Directors confirming that they meet the criteria
of independence for appointment as prescribed under Sec. 149 (6) of the
Companies Act, 2013 and Clause 49 of the BSE Listing Agreement.
Cdr. S. K. Mutreja (Retd.), resigned from service as Whole Time
Director & CEO w.e.f. 21.11.2014. Shri. Ashok R. Chitnis resigned from
the Board w.e.f. 30.06.2015. The Board places on record its sincere
appreciation of their valuable services during their tenure on the
Board and Committees.
Board Evalutation
Pusuant to the provisions of the Companies Act, 2013 and clause 49 of
the Listing Agreement, a structured questionnaire was prepaid after
considering the various creatirea such as board functioning,
composition, committies culture and their directions and governence.
The performance evaluation was completed and the Board expressed
satisfaction over the evaluation process.
Directors Responsibility Statement:
Your Directors state that:
(a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31,2015 and of the profit of the Company for
the year ended on that date;
(c) the Directors have taken proper and sufficient care for the
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 fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a 'going
concern' basis;
(e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Auditors:
M/s. V. V. Kale & Co., Chartered Accountants, hold office as Statutory
Auditors till the conclusion of the ensuing Annual General Meeting and
are eligible for re-appointment. The Company has received a certificate
from the Auditors to the effect that if they are re-appointed, it would
be in accordance with Section 141 of the Companies Act, 2013. The Board
recommends their re-appointment at this AGM.
The Statutory Auditors in their Audit Report annexed to the financial
statements, have placed emphasis on the following points which is
explained as under:
(a) Note No. 29 (h) to the financial statements describe the
"uncertainty relating to the outcome of the lawsuits filed against the
Company." As per the Management, the lawsuits are sub-judice before the
Adjudicating Authorities. The provisions, if any, will be made on the
basis of the orders/settlements with the parties.
(b) Note No. 36 to the financial statements state that "the financial
statements are prepared on a going concern basis notwithstanding the
fact that its net worth is completely eroded. The said basis is
inter-alia dependent on the Company's ability to infuse funds for
meeting its obligations for payment of debt and generation of more
business." As per the Management, the Company's business has been
affected due to temporary factors like recession in the Shiprepair and
Shipbuilding Industry, mining restrictions by the Central & State
Governments & Apex Court, delayed receipts from trade debtors, low
operating volumes, etc. The Company expects the flow of repair orders to
continue over the years and an improvement in profits. The Management is
trying to collect its receivables so that current payments can be made
which will not have any impact as a going concern.
Disclosures:
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, is at Annexure - 1.
Particulars of Employees;
A statement showing the names and particulars of the employees drawing
remuneration of more than Rs. 60 lacs per annum or more than Rs. 5 lacs
for part of the year, in terms of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is at Annexure -2.
Meetings of the Board:
Four (4) meetings of the Board of Directors were held during the year
on 22.05.14, 11.08.14, 11.11.14 and 11.02.15.
Audit Committee:
The Audit Committee comprises of two Independent Directors, namely
Shri. Ashwani Kumar and Shri. Ravi Vimal Nevatia as members, and Shri.
Ashok A. Agarwal a non-independent and non-executive director. All the
recommendations made by the Audit Committee have been accepted by the
Board.
Vigil Mechanism:
The Vigil Mechanism of the Company, includes a Whistle blower policy in
terms of the Listing Agreement, and is reviewed by senior executives of
the Company. Further, protected disclosures can be made by a whistle
blower through an e-mail, or a letter to the Chairman of the Audit
Committee. The Policy on Vigil mechanism / Whistle blower policy can be
accessed on the Company's website: http://www.wisl.co.in.
Risk Management Policy:
The Board has approved a Risk Management Policy which has a clearly
defined risk management framework covering all the risks that the
Company faces such as business, market, financial, legal, regulatory,
credit, liquidity, security, property and other risks have been
identified and assessed. There is an adequate risk management system in
place capable of monitoring, managing and reporting on the principal
risks and uncertainties that can impact its business and initiating
risk mitigation measures. The Company's management systems,
organizational structures, processes, standards, code of conduct and
behavior together form the Risk Management System (RMS). The Company
has adequate internal control measures and processes.
Internal Financial Controls:
The Board has adopted the policies and procedures for ensuring the
efficient conduct of the Company's business, including adherence to the
company's policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosures.
Corporate Social Responsibility (CSR):
The Companies Act, 2013 has introduced Sec. 135 relating to Corporate
Social Responsibility by Companies having a net worth of Rs. 500 crore
or more or turnover of Rs. 1000 crore or more or net profit of Rs. 5
crore or more during the financial year. However, this does not apply
to your Company.
Particulars of contracts or arrangements made with related parties:
Particulars of contracts or arrangements with related parties referred
to in Sec. 188 of the Companies Act, 2013 in the prescribed Form AOC-2
is enclosed (Annexure - 3)
Board Policies:
The following policies of the Company are attached herewith:
(a) Policy for selection of Directors and determining Directors
Independence (Annexure -4)
(b) Remuneration Policy for Directors, Key Managerial Personnel & other
employees (Annexure -5).
Extract of Annual Return:
In accordance with Sec. 134(3)(a) of the Companies Act, 2013 an extract
of the Annual Return in the prescribed format is at Annexure - 6.
Secretarial Audit Report
The Secretarial Audit Report of Ms. Kala Agarwal, Practising Company
Secreatary for the Financial Year 2014-15 is at Annexure 7.
The Board noted the observations and emphasis regarding non-filing of
various forms and other non-complainces during FY 2014-15. The Board
noted the assurance of the Management that the forms will be filed and
Complainces will be made during FY. 2015 -16 as per the Companies Act,
2013.
Industrial Relations:
The Company has enjoyed cordial industrial relations during the year.
General
The Company is a subsidiary of ABG Shipyard Limited. However, it does
not have any subsidiaries. Your directors state that there were no
transactions relating to fixed deposits during the year under review
and hence no disclosure or reporting is required in respect of the
same. Further there was no issue of shares to the investors and
employees, during the year under review.
Your Directors state that no significant or material orders were passed
by the Regulators or Courts or Tribunals which impact the going concern
status and Company's operations in future. Further no cases have been
filed during the year under review pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Acknowledgements:
Your Directors place on record their sincere appreciation for the
assistance and co-operation received from the Ministry of Shipping,
Government of Goa, bankers, vendors, classification societies, clients
and members whose continued support has enabled the Company to maintain
the operations despite the severe recessionary conditions. Your
Directors place on record their sincere appreciation of the support and
patronage received from ABG Shipyard Limited, its holding company, and
the contributions made by the employees of the Company at all levels.
The Company also thanks the Mormugao Port Trust for its support to the
Company.
By Order of the Board
For Western India Shipyard Limited
Sd/- Sd/-
Dated:11th August, 2015 Ashwani Kumar A. K. Agarwal
Place: Mumbai. Director Director
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