HINDUSTAN SHIPYARD LIMITED
PAPERS TO BE LAID ON THE TABLE OF LOK SABHA/RAJYA SABHA
AUTHENTICATED
RAKSHA RAJYA MANTRI Board of Directors . . . . 01
Chairman’s Statement . . . . 02
Notice . . . . 05
Directors’ Report 6 . . . . 06
Auditors’ Report31 . . . . 35
Comments of the C & AG of India36 . . . . 40
Balance Sheet . . . . 42
Profit & Loss Statement . . . . 43
Notes to the Accounts . . . . 44
Notes forming part of Accounts . . . . 54
Cash Flow Statement . . . . 67 CONTENTS Social Overheads . . . . 68
Last 10 years at a glance . . . . 70
Ships built . . . . 72 1!
OUR VISION To be a National Leader in Ship & Submarine building and Repairs
OUR MISSION To imbibe the latest in Ship / Submarine building and repair technology and serve the defence, maritime and oil sectors through all round
excellence in quality, delivery
and durability 1! BOARD OF DIRECTORS (As on date of AGM)
RAdm N K Mishra, NM, IN (Retd.) Chairman & Managing Director
Shri Gyanesh Kumar, IAS VAdm N N Kumar AVSM, VSM
Shri Rakesh Mahajan Dr. Devi Singh Cmde K S Subramanian, NM, IN (Retd.) Director (Finance & Commercial) Director (Shipbuilding)
PERMANENT SPECIAL INVITEES VAdm DSP VARMA PVSM, AVSM,VSM, IN(Retd.) DG, AKANKSHAH Shri RAJNISH KUMAR Addl. FA & Jt. Secretary Ministry of Defence (Fin) Cmde K L N Prasad Cmde Ashok Bhal, VSM, IN(Retd.) Director (Corporate Planning & Personnel) Director (Strategic Projects)
AUDITORS M/s G R Kumar & Co. Chartered Accountants Visakhapatnam Shri Inaitula Baig Registered Office Company Secretary Gandhigram, Visakhapatnam - 530005 BANKERS • Indian Bank • State Bank of India • UCO Bank • Syndicate Bank • Canara Bank Chairman's Statement CHAIRMAN’S STATEMENT
Dear Shareholders,
It gives me great pleasure to extend a warm welcome to all of you at the 60th Annual General Meeting of your Company.
The Annual Report for the year ended 31st Mar 2012 along with the Directors’ Report and audited Annual Accounts of the Company have been circulated to you and with your permission, I take them as read.
World Shipbuilding Industry
The shipbuilding industry is closely linked to developments in global shipping industry. Therefore, any slowdown in the shipping industry adversely affects the prospects of the shipbuilding industry. The Industry is passing through turbulent times since economic slowdown in 2008 and recovery is likely to take some more time. As regards world shipbuilding industry, China leads with major share with 41% whereas South Korea, Japan, Europe and others have shares of 33%, 20%, 2% and 4% respectively. As far as high value orders are concerned, Korea leads with 50% and other shipbuilding nations like China, Europe, Japan and other countries have 32%, 6% 5% and 7% respectively.
Indian Shipbuilding Industry
The Indian shipbuilders occupy 6th rank in the list of order book accounting for 1.36% of the global order book (in CGT). Correspondingly, the order book of Indian shipbuilders aggregates to 3.01 mn DWT with 168 vessels on order. The Indian shipbuilders specialize in construction of offshore vessels. However, the size of the dry bulk vessels as against the offshore vessels in terms of carrying capacity (i.e. DWT) being high, the former vessel category constituted approximately 87.5% of the Indian order book. In terms of the number of vessels on order, the Offshore and Specialised vessels accounted for 38.7% of the total order book. Indian Shipbuilding Industry stands adversely affected, post expiry of the “Shipbuilding Subsidy Scheme” and, with no announcement of the renewal of the said scheme; the Indian shipyards are rendered cost ineffective as compared to their global peers. Further, in the absence of ‘infrastructure industry’ status to the Shipbuilding Industry in India is at a disadvantageous position compared to other major global shipbuilding nations.
Company’s Performance & Major highlights of the Year 2011-12
Your Company is an old and premier shipyard of the country of historical importance. Your yard has always strived towards better productivity and optimum utilization of resources. The total income of the Company during the year is ` 604.34 Cr as compared to ` 686.17 Cr of last year. Your company has recorded a loss of ` 85.98 Cr during the said financial year. The losses in the Financial Year 2011-12 are mainly attributable to reduction in turnover, increase in pay & benefits and provision towards Liquidated Damages. Consequently, the accumulated losses are also increased to `1016.08 Cr as on 31 Mar 2012.
The Major highlights of the year 2011-12 are as under
Ø Ministry of Defence, Govt. of India has sanctioned an amount of ` 457.36 Cr for Phase – I modernisation (i.e. Refurbishment & Replacement of plant and Machinery) as an advance towards construction of LPDs.
2 Hindustan Shipyard Limited Chairman's Statement
Ø Your company has received an LOI for construction of one Fleet Support Vessel for Indian Navy. Ø Some of the noteworthy achievements during the year are as follows :- - Delivery of first of the five IPV series, first 50 ton Bollard Pull Tug for VPT and Third 53000 DWT Bulker for M/s GML. - Launching of last of the five series of IPV for Indian Coast Guard - Keels were laid for two 50 ton Bollard Pull Tugs for Kandla Port Trust - Repairs of ONGC Jack Up Rig was completed and the RIG was handed over to ONGC on 03 Aug 2012. - The Ship repair division has undertaken repairs of eighteen vessels including two foreign flag. - The Medium Refit cum Upgradation of INS Sindhukirti is under progress and recorded a cumulative production of 65% till end of Jul 2012.
Your yard is going through crisis as the company’s order book and financial position is unhealthy. The issues are further compounded with aged workforce, old & outlived machinery etc. The Management is putting its best efforts to bring the company back on track.
As brought out in last year, the company aims to complete the orders of Five IPVs for Coast Guard and 53,000 DWT Bulkers for M/s GML by end of Mar 2013 and thereafter the company’s focus will be on warship building. The company has already delivered the first vessel of five IPV in the FY 2011-12 and balance vessels are at advanced stages of construction. These vessels would be delivered in the FY 2012-13. Efforts are also being made to complete other orders within the contract schedules with no further time and cost overrun.
Strategic Initiatives
A dedicated department has been constituted namely “Business Strategy Department” to improve the company’s marketing strategies and to secure new orders. The company is also revamping some of the existing systems which will result in higher productivity and growth. Other strategic initiatives of the management include Turnkey Rate Contracts, Collaboration with Design Partners, revamping of Design Department, etc. Discussions are in progress for alliance with M/s BHEL and ONGC for construction, repair and maintenance of land based oil rigs. Your Company is also in talks with Fisheries Survey of India for MoU for maintenance of their vessels. Your company’s management is putting all its efforts to turn around the Company.
Grading vide Memorandum of Understanding
The performance of the company for the year 2011-12, based on self appraisal is “Good” in terms of the MoU signed with the Ministry of Defence.
Corporate Governance Good Corporate Governance has always been the hallmark of your Company. The philosophy of the Company is to ensure transparency in its dealings and compliance of country’s laws and regulations in order to promote ethical conduct of business. Quarterly compliance reports for Corporate Governance are sent to the Administrative Ministry as per applicable guidelines. The process to fill up the vacant positions of Independent Directors is at an advanced stage. A separate section on Corporate Governance furnishing applicable details forms part of the Directors’ Report. Yard Modernisation The present infrastructure of yard is out dated. Accordingly, there is an urgent need to refurbish and also renew plant and machinery to meet the future challenges. The yard has planned to modernise the yard in two phases. In the first phase, the existing infrastructures will be refurbished and obsolete equipments will be renewed.
Annual Report 2011-12 3 Chairman's Statement
Against LPD project, the yard has already received ` 457.36 Cr for the same from Govt. of India. In the second phase of modernisation, it is envisaged to upgrade the yard infrastructure to enable construction of sophisticated warships and strategic vessels for Indian Navy and Coast Guard. Future Outlook HSL is a major shipyard on the East Coast of India. The yard has been brought under the administrative control of Ministry of Defence in Feb 2010. Accordingly, the yard needs to realign its business strategy towards warship and submarine building /repairs for the Indian Navy and Coast Guard. The Ministry of Defence has nominated the yard for construction of Landing Platform Dock (LPDs) and, constructions of other vessels are also planned in the near future. Presently, modernisation of the yard with funds made available against LPD project is afoot. Considering the acquisition plans of the Indian Navy & Coast Guard, the future of the yard looks bright. Human Resource Developments The age profile of the employees of your Company and consequent superannuation of experienced personnel in near future is a matter of concern. The management is striving hard to augment the manpower through inductions and skill up-gradation to meet the future challenges. Auditors’ Comments The Statutory Auditors Report has already been circulated to all the shareholders. I am glad to inform you that the C &AG after having reviewed your Company’s accounts for the year ending 31 Mar 2012 have given a “Nil” comment certificate. Acknowledgements On behalf of the Board, I would like to thank you, our esteemed shareholders, for your continuing confidence and support. I take this opportunity to thank Ministry of Defence, Naval & Coast Guard Authorities, Dredging Corporation of India, Visakhapatnam Port Trust, ONGC Ltd for their unstinted support. I also acknowledge the support extended by the State Governments, Central Government, other statutory bodies and all other local authorities and agencies. Last but not the least, I thank all the employees of HSL for their sustained endeavours in meeting the challenges posed before the organisation. I also thank the trade unions for their constructive cooperation.
Jai Hind.
(N K Mishra) Rear Admiral, IN (Retd.) Chairman & Manging Director Visakhapatnam 21 Sep 2012
4 Hindustan Shipyard Limited Notice
NOTICE OF 60th ANNUAL GENERAL MEETING
Notice is hereby given that the 60th Annual General Meeting of the Shareholders of Hindustan Shipyard Ltd., will be held on Friday, the 21st September, 2012 at 11.00 AM at HSL Board Room, Hindustan Shipyard Limited, Gandhigram, Visakhapatnam-530 005 to transact the following business :
ORDINARY BUSINESS
1) Adoption of Annual Accounts of the Company for the year 2011-12
To receive, consider and adopt the Balance Sheet as at 31 Mar 2012 and the Profit & Loss Account for the year ended 31 Mar 2012 and the Reports of the Directors and Auditors thereon.
2) To fix the remuneration of the Statutory Auditors to be appointed by the Comptroller & Auditor General of India for the Financial Year 2012-13.
By order of the Board Hindustan Shipyard Limited
New Delhi (Inaitula Baig) 29 Aug 2012 Company Secretary
NOTES: (a) A member entitled to attend and vote is entitled to appoint a Proxy to attend and vote instead of himself and a proxy need not be a member of the Company.
(b) The instrument appointing the Proxy, if any, should, in order to be effective, be deposited at the Registered Office of the Company not less than 48 hours before the time of holding the meeting.
To
All the Shareholders, Statutory Auditors, Directors & Chairman of the Audit Committee. Permanent Special Invitees
Annual Report 2011-12 5 Directors Report
DIRECTORS’ REPORT FOR THE YEAR 2011-12
The Shareholders, Hindustan Shipyard Limited
Gentlemen,
Your Directors are pleased to present the 60th Annual Report on the working of the Company for the financial year 2011-12. The audited Profit & Loss account for the financial year 2011-12 and the Balance Sheet, as on 31 Mar 2012, together with the report of the auditors of the Company and the comments of the Comptroller & Auditor General of India on the Auditors’ Report under Section 619 (4) of the Companies Act, 1956 are appended to this report.
1. CAPITAL STURCTURE
The Authorised Equity Share Capital and Paid-up Equity Share Capital of the Company as on 31 Mar 2012 stood at ` 304.00 Cr and ` 301.99 Cr respectively.
2. PERFORMANCE HIGHLIGHTS
2.1 Financial Parameters
The Company has recorded a loss of ` 85.98 Cr during the year 2011-12. The stated loss is due to reduction in turnover, increase in pay & benefits and provision towards Liquidated Damages. The Accumulated Losses have increased to ` 1016.08 Cr as on 31 Mar 2012 from ` 930.10 Cr reported last year.
2.2 Value of Production
The Company achieved a value of production of ` 564.04 Cr during the Financial Year 2011-12.
2.3 MOU Rating
In terms of the parameters finally arrived at as against the Memorandum of Understanding signed with Government for the year 2011-12, the performance of the Company is expected to be rated as “Good”.
3. DIVISION-WISE PERFORMANCE
3.1. Shipbuildng
The Shipbuilding Division of your Company achieved a Value of Production of ` 254.76 Cr for 2011-12 as against ` 294.74 Cr in the previous year.
6 Hindustan Shipyard Limited Directors Report
3.1.1. Main Events
The following events have been achieved during the year 2011-12 in Shipbuilding Division: -
Sl Events Date ofevents Description of Vessel Owner (a) Fresh Orders 30 Dec 2011 03 Nos 25 T Bollard Indian Navy concluded Pull Tugs 30 Dec 2011 First of (02 Nos) Visakhapatnam Port Trust 50 T BP Tug (b) Deliveries 05 Jan 2012 First of (05 Nos) Indian Coast Guard Inshore Patrol Vessel 17 Feb 2012 Third (of 05 Nos) GML, Chennai 53000 DWT Bulker (c) Floating / 15 Jul 2011 Launching of Fifth (of 05 Nos) Indian Coast Guard Launching Inshore Patrol Vessel (d) Keel Laying 04 Jan 2012 First (of 02 Nos) Kandla Port Trust 50-Ton BP Tug 04 Jan 2012 Second (of 02 Nos) Kandla Port Trust 50-Ton BP Tug
Delivery Ceremony MV Good Trade, VC 11138 (Third of 05 Nos 53000 DWT Bulker) to GML, Chennai
Annual Report 2011-12 7 Directors Report
Delivery of IPV “Rani Abbakka” VC11154 to Indian Coast Guard
Delivery of M.V.A.W. Delima, VC11160 to Visakhapatnam Port Trust
3.1.2. Order Book Position The present order book of the yard comprise 23 Vessels of which 10 vessels are under various stages of construction. As on 31 Mar 12, the value of Shipbuilding orders is worth ` 1133.22 Cr. The details of the order book are as under:- Sl Yard No Type of the Vessel No of Owner Balance Vessels Contract Value (In ` Cr) (a) 11139 - 11140 53,000 DWT Diamond 2 GML, Chennai 147.07 series Bulk Carriers (b) 11155 - 11158 Inshore Patrol Vessels 4 Indian Coast Guard 75.65 (c) 11161 50-Ton Bollard Pull Tug 1 Visakhapatnam Port Trust 5.40 (d) 11162 - 11164 50-T Bollard Pull Tug 3 Indian Navy 149.68 (e) 11165 - 11172 Inshore Patrol Vessels 8 Indian Coast Guard 551.12 (f) 11173 - 11174 50 T Bollard pull Tugs 2 Kandla Port Trust 91.20 (g) 11175 - 11177 25 T Bollard Pull Tugs 3 Indian Navy 113.10 Total 23 1133.22
8 Hindustan Shipyard Limited Directors Report
3.1.3. Production/ Physical Performance Shipbuilding production in DWT and capacity utilisation achieved during the year 2011-12 as compared to previous year are as under: - Sl Description Unit 2011-12 2010-11 (a) Installed capacity as reckoned DWT 75250 75250 (at 3.5 Standard Pioneer Ships per annum) (b) Actual Production achieved DWT 56437 61583 (c) Capacity Utilisation Percentage 75% 82% (d) Productivity achieved M.hrs/DWT 45 42.5 3.2 SHIP REPAIRS 3.2.1 During the year, Ship Repair Division has undertaken repairs of 18 vessels (including 2 Foreign Flag) of diverse types. The customers include Indian Navy, DCI, SCI, ONGC & VPT etc. The repair dock was utilised to the optimum level. The turnover of Ship Repair Division during the year is ` 193.51 Cr as against ` 280.98 Cr of last year. 3.2.2 Major Work during the Year 2011-12 (a) Major repairs Jack up Rig ‘SAGAR RATNA’ owned by ONGC is under final stages of completion. This is an order worth more than ` 500 Cr. (b) Completion of repairs of INS Sandhayak worth ` 46.42 Cr. (c) Repairs of Dredge XIV at ` 18.05 Cr, Dredge IX at ` 15 Cr and Sagar Vijay for ` 15.00 Cr.
Handing over of Jack Up Rig "SAGAR RATNA" to ONGC after a major repair at HSL
Annual Report 2011-12 9 Directors Report
3.3 Retrofit Division The Value of Production on account of submarine repairs during the year 2011-12 was ` 115.77 Cr as against ` 83.27 Cr of the last year. 4. OPERATING RESULTS 4.1 The summarised financial results of the Company for the year 2011-12 is as under: In ` Cr Description Ship Building Ship Repairs Retrofit Unallocated Total Total Income 262.29 204.03 115.86 22.16 604.34 Profit/(Loss) before Depreciation, Interest and Income Tax & Extra- ordinary Items(PBDIT) (54.26) 23.12 (4.00) (31.05) (66.19) Depreciation 5.90 0.50 1.57 - 7.97 Interest & Finance Charges 3.66 7.50 0.44 0.22 11.82 Profit / (Loss) (63.82) 15.12 (6.01) (31.27) (85.98)
5. CONTRIBUTION TO NATIONAL EXCHEQUER
Your Company’s contribution to the National Exchequer is ` 32.69 Cr during the year 2011-12 by way of Income Tax, Service Tax, Customs Duty, Excise Duty and VAT. 6. FUTURE OUTLOOK HSL is a major shipyard on the East Coast of India. The yard has been brought under the administrative control of Ministry of Defence in Feb 2010. Accordingly, the yard needs to realign its business strategy towards warship and submarine building Visit of VAdm. N.N. Kumar, AVSM, VSM, CWP&A, MoD(N) for the Indian Navy and Indian Coast Guard. The on 30 Sep 2011 Ministry of Defence has nominated the yard for construction of Landing Platform Dock (LPDs) and construction of strategic vessels are also planned in near future. Both, Indian Navy and Indian Coast Guard have embarked upon massive acquisition plans and accordingly the future of the yard looks bright.
7. MODERNISATION The present infrastructure of yard is outdated and almost lived its life. Accordingly, there is an urgent need to refurbish and also renew plant and machinery to meet the future challenges. The management has planned to modernise the yard in Visit of High level MoD Team, Additional Secretary (DP) and two phases as under:- Joint Secretary (NS) on 01 Nov 2011
10 Hindustan Shipyard Limited Directors Report
Phase-I. Against LPD project, the yard has received ` 457.36 Cr for refurbishment and renewal of existing Plant & Machinery. Action has been initiated to expend this amount in a planned manner. Phase-II. In the second phase of modernisation of the yard, infrastructure would be augmented to enable construction of sophisticated warships and strategic vessels for Indian Navy and Coast Guard. 8. DRAWING & DESIGN OFFICE In the CAD/CAM Centre, in-house designs of Tugs (for Kandla Port Trust, Indian Navy, and Visit of IG S.P. Sharma PTM, TM, Visakhapatnam Port Trust) and Water Barges (for Commander Coast Guard (East) on 03 Nov 2011 Indian Navy) have been developed using Tribon M3 software. The Design Office has also carried out inclining experiment and validated the stability of ONGC Rig, which has undergone major refit at HSL. Digitisation of design drawings/data and augmentation of Tribon Licenses has been planned for implementation during Financial Year 2012-13. 9. QUALITY ASSURANCE Surveillance Audit by Lloyds was completed during 05-07 Jul 2011. The re-certification audit for renewal of certificate of approval of ISO 9001: 2008 was carried out during 14-17 Nov 2011. Due to change of scope, a fresh certification process is in progress by IRQS, a sister concern of Indian Register of Shipping (IRS). We hope to complete this activity by end Sep 2012. 10. SAFETY, SECURITY & PRODUCTIVITY The yard places utmost importance to safety of its employees. During the year, Plant Safety inspection was carried out by the safety personnel for identifying the unsafe conditions / unsafe acts and Celebration of 41st National Safety Day remedial measures for rectifying the same were suggested and implemented. The Safety department conducted Central Safety Committee meeting on safety with all members, co-opted members, other invitees, committee members and office bearers. Safety banners / posters / caution boards are displayed in order to create safety awareness among all employees. Safety training programmes were organised and photo identity cards were issued to personnel who have undergone Safety Training Programme. 41st National Safety Day was observed, in which the Chairman & Managing Director administered the safety pledge to all officers and representatives of unions/associations. Prizes were distributed to winners of the safety competitions Fire Service Week (14-20 Apr) that were conducted during the Safety Week. Demonstration on Extinguisition of Fire
Annual Report 2011-12 11 Directors Report
Employees of HSL have been deputed to participate in safety competitions conducted by the Andhra Pradesh Chapter of National Safety Council, Hyderabad on the occasion of 41st National Safety Day Celebrations. 11. INFORMATION TECHNOLOGY Your Company has successfully implemented the following tasks under IT initiatives during the year:- (a) Initiated Information Technology upgrade plan. (b) Increase in E-mail IDs for wider coverage. (c) Commissioning of E-procurement portal. (d) Commissioning of online Vendor Registration portal. (e) Introduction of leased internet service from BSNL to improve the access speed and usage. Your Company is in the process to re-design the HSL website with the help of NIC. It is intended to create a dynamic website which provide more efficiency and support e-Procurement.
12. ENVIRONMENTAL ASPECTS Visit of Department related Parliamentary Committee on Science & Technology, Environment & Forests on 21 Oct 2011 Your Company continues to be environment friendly and has fulfilled all the statutory requirements of central and state pollution control boards. The Company is committed to meet all the stipulated standards for maintaining and protecting the environment.
13. INDUSTRIAL RELATIONS
The industrial relations were cordial and harmonious during the year 2011-12.
14. WELFARE ACTIVITIES
Your Company’s concern for welfare of the employees continues to be paramount and various 63rd Republic Day Celebrations welfare measures have been implemented. The Hindustan Shipyard Recreation(HSR) club assisted by the Company undertakes the recreational activities for the employees. The Company has also provided crèche facility for the children of lady employees. HSR club conducted 63rd Republic Day and 66th Independence Day on 26 Jan 12 and 15 Aug 12 respectively at Colony Parade Ground. Cultural Programmes were arranged by HSR Club on these occasions.
15. TRAINING Training was imparted to large number of ITI Trade Apprentices in the designated trades. During the 66th Independence Day Celebrations year 2011-12, 386 Trade Apprentices have
12 Hindustan Shipyard Limited Directors Report
successfully completed training and were awarded National Apprenticeship Certificates by Govt of India, Ministry of Labour and Employment, NCVT, RDAT, Hyderabad. Training was also imparted to Graduate Engineers and Diploma Holders. 11 Engineering Graduates, 3 Technician (Diploma) Apprentices were imparted training under the Apprentices Act and awarded Certificate of Proficiencies by Govt. of India, Ministry of Human Resource Development, Board of Apprenticeship Training (SR), Chennai, during the year 2011-12. HSL also arranged in-plant training and extended facilities for project work to 977 students of various Engineering Colleges, Management Institutions and Marine Institutions. 16. GENDER BUDGETING In pursuance of the instructions of the Government of India, a “Gender Budgeting Cell” has been constituted with four women Officers to act as a Nodal Agency for all gender responsive budgeting initiatives and to ensure effective implementation of general development programme for women employees like training, advancement of skills, provision of welfare amenities at work place etc. There are presently 89 women employees in the yard. 17. MEDICAL BENEFITS HSL runs two dispensaries i.e., one in the yard which works from 7 AM to 10 PM and the other at residential area of colony which works round the clock to cater for the needs of employees and their dependents. Out patient medical facilities are extended through treatment by a system of panel doctors for employees of HSL. Under referral system, there are five hospitals which are used for in-patient treatment of HSL employees and HSL pays medical bills directly to these hospitals for their services. Majority of employees along with and their dependents are covered under the Medical Reimbursement Scheme for hospitalization. During the year, an amount of ` 4.90 Cr was expended towards medical treatment of employees and their dependents. Two ambulances are available at yard dispensary round the clock. Annual Eye Check up by Ophthalmologist from Government Hospital was also arranged, for crane operators and drivers. 18. CORPORATE SOCIAL RESPONSIBILITY HSL considers Corporate Social Responsibility (CSR) as a means to serve the society including all stake holders. All activities under the Company’s CSR vision forms an integral part of the business function and covers community development initiatives prioritised on local needs. Though, as per DPE guidelines, loss making units are not required to allocate funds for CSR activities, HSL continues to display its commitment towards CSR by way of voluntary services of employees and nominated management representatives. Besides this the Company has provided free electricity and water charges for the six educational institutions functioning under Gandhigram Educational Society. The expenditure on this account was ` 77993 during the year. As regards sustainable development activity, the Company runs a Tailoring Centre through its Ladies Club. This centre employs widows of employees and is engaged in stitching boiler suits for personnel of HSL. Material and other infrastructure is being made available by the Company. The Gandhigram Educational Society, HSL Rovers Scouts and HSL Recreation Club are engaged to provide in social service towards and promote cultural, educational and national integration through various programmes and awareness activities. 19. CORPORATE GOVERNANCE REPORT A report on Corporate Governance & compliance certificate is placed at Annexure-1. 20. MANAGEMENT DISCUSSION AND ANALYSIS A report on Management Discussion and Analysis is placed at Annexure-2.
Annual Report 2011-12 13 Directors Report
21. RESERVATION OF POSTS FOR SCs/STs Your Company has complied with all Govt directives with regard to reservation of posts for SC/ST. Representation of SC/ST employees in various categories of posts as on 01 Jan 12, Recruitments made & numbers filled by members of SCs/STs during the calendar year 2011 and representation of Ex-Servicemen & Women employees as on 01 Jan 12 are placed at Annexures 3 to 5 respectively. 22. RESERVATION OF PHYSICALLY HANDICAPPED 3% reservation for physically handicapped in all groups viz A, B, C and D posts are being complied as Visit of Smt. K.Kamala Kumari, Member of per the Govt of India rules. Backlog posts of National SC & ST Commission on 18 Aug 2012 physically handicapped candidates were filled in officer cadre during May 2012. Present percentage of physically handicapped employees is 2.95% and the shortfall will be filled as and when recruitment is taken up. 23. OFFICIAL LANGUAGE IMPLEMENTATION Official Language Implementation Committee meetings were held regularly. Employees were imparted Hindi training under the Hindi Teaching Scheme. During the year, 90 employees participated in Hindi workshops. In order to ensure the compliance of official language policy of Govt. of Visit ofHon’ble Chairman & Members of Parliamentary India and to encourage the use of Hindi, an inter- Committee on Welfare of SC/STs on 24 & 25 Jan 2012 departmental monthly incentive scheme is already in place. The Company’s Annual Report, MOU and documents under Section 3(3) of Official Language Act are being issued bilingually. To encourage the employees to read Hindi books, a separate Hindi Library has been set up. Hindi Fortnight was observed during 01-14 Sep 2011. On this occasion, various competitions were organised and cash awards were presented to successful employees in Prabodh, Praveen and Pragya examinations conducted under Hindi Training scheme. 24. ACTIVITIES OF VIGILANCE DEPARTMENT Vigilance department which is functioning in HSL under the guidance of Central Vigilance Commission keeps constant vigil on various activities of HSL. As a part of the above, Vigilance Department has been providing necessary assistance / guidance as and when required. Vigilance Awareness Week was observed between 31 Oct 2011 and 05 Nov 2011. As part of Vigilance Awareness Week, vigilance oath was administered and banners were displayed to create better vigilance awareness. Debate competition and seminar conducted with involvement of HSL employees and the students of HSL junior and Degree College. Workshops on ‘Disciplinary Proceedings’ and ‘Tendering Procedures’ were conducted on 28 Nov 2011 for the benefit of executives. 25. IMPLEMENTATION OF RIGHT TO INFORMATION ACT, 2005 As per directives of the Govt of India, the RTI Act 2005 is being complied, for which required infrastructure has been put in place. An RTI portal in the Company’s website is being maintained. Periodical reports on the progress of implementation of the Act are being submitted to statutory authorities/Government. All necessary information as per the provisions of RTI Act 2005 is being furnished to information seekers regularly. During the year 2011-12, your Company received 79 applications (directly and through MoD) and all of them have been replied.
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26. CONSERVATION OF ENERGY Information required under the Companies (Amendment) Act 1988 pertaining to Conservation of Energy, Technology Absorption and Foreign earnings and outgo is placed at Annexure-6. 27. PARTICULARS OF EMPLOYEES During the year 2011-12, no employee of HSL drew remuneration in excess of Rs 24 Lakhs per annum, (ie ` 2 Lakhs per month). Hence, the information required under Section 217(2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Amendment Rules 2002, is ‘NIL’. 28. STATUTORY AUDITORS M/s G R Kumar & Co., Visakhapatnam had been appointed as Statutory Auditors of the Company for the financial year 2011-12 by the C&AG as per Section 619(2) of the Companies Act 1956. The fees payable to Statutory Auditors for the year 2011-12 was ` 1,40,000 exclusive of out of pocket expenses. Replies of the Board of Directors on the observations of Statutory Auditors on the Accounts of the Company for the Year ended 31 Mar 12 are placed at Annexure- 7. 29. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 with respect to the Directors' Responsibility Statement, following is hereby confirmed:- (a) That in preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures. (b) That the Directors have selected such accounting policies and applied them consistently and made judgments 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 on 31 Mar 2012 and of the loss of the Company for the financial year ended 31 Mar 2012. (c) That the Directors have taken proper & sufficient care for maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (d) That the Directors have prepared the annual accounts on a going concern basis. 30. ACKNOWLEDGEMENTS Your Directors express their deep appreciation and place on record their gratitude to the Department of Defence Production, Ministry of Defence and Department of Public Enterprise for their administrative support and guidance. Your Directors are particularly grateful to the Indian Navy and Coast Guard, Dredging Corporation of India, Oil & Natural Gas Corporation Limited, Visakhapatnam Port Trust, Controller of Defence Accounts(Navy), Government of Andhra Pradesh, Departments of Customs, Income Tax, Excise, Service Tax & Sales Tax. The Directors also acknowledge their gratitude to the clients and all classification societies, in particular, IRS, ABS and DNV, who have ensured quality and adherence to the standards. Your Directors also place on record their appreciation for the assistance extended by the Company’s bankers Indian Bank and valuable advice rendered and co-operation extended by the Statutory Auditors i.e., M/s GR Kumar & Co., Internal Auditors i.e., M/s Brahmaya & Co and the Officers & Staff of the offices of Principal Director of Commercial Audit & Ex-Officio Member Audit Board, Bangalore and their Headquarters. Your Directors wish to place on record their appreciation to all employees at various levels for their hard work, dedication and commitment. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
(NK Mishra) New Delhi Rear Admiral IN (Retd.) 29 Aug 2012 Chairman & Managing Director Annual Report 2011-12 15 Corporate Governance
Annexure –1 REPORT ON CORPORATE GOVERNANCE (For the Year 2011-12)
As per the Guidelines issued by the Department of Public Enterprises, Government of India, a Report on compliance of the provisions on Corporate Governance is enumerated in succeeding paragraphs.
PHILOSOPHY ON CORPORATE GOVERNANCE
1. Hindustan Shipyard Limited constantly endeavours to adopt and maintain highest standards of ethics in all spheres of its business activities. The company firmly believes that its business role is based on adherence to fundamental principles of Corporate Governance like honesty, integrity, accountability, adequate disclosures, legal & statutory compliances, and to protect, promote and safeguard interests of all stakeholders. It also strives to carryout its business obligations with good corporate values duly discharging its duties for maximum level of transparency in decision making to avoid conflicts of interests. It also accords due importance to adherence the adopted corporate values and objectives and discharging social responsibilities as a responsible corporate citizen.
BOARD OF DIRECTORS
2. Composition of the Board. The Board of Directors during the Financial Year 11-12 comprised seven members viz. four Whole Time Directors (Including the Chairman and Managing Director), two Part time Government Directors, and one Part time Non official Director (Independent Directors).
3. The details of the members of the board during the Financial Year ended on 31 Mar 12 are as under: -
Name of the Directors Period Category of Directorship No. of Other Directorship RAdm KC Sekhar 01 Apr 2011 to Chairman & Managing Director AVSM, VSM, IN (Retd) 31 Jul 2011 (Addl. Charge) 1 RAdm N K Mishra 01 Aug 2011 to Chairman & Managing Director Nil NM, IN (Retd) 31 Mar 2012 Shri Rakesh Mahajan 01 Apr 2011 to Whole Time Director Nil 31 Mar 2012 Cmde K S Subramanian 04 Jun 2011 to Whole Time Director Nil NM, IN (Retd) 31 Mar 2012 Cmde KLN Prasad 19 Dec 2011 to Whole Time Director Nil IN (Retd) 31 Mar 2012 VAdm NN Kumar 01 Apr 2011 to Part-time Govt. Director 1 AVSM, VSM 31 Mar 2012 Shri Gyanesh Kumar, IAS 01 Apr 2011 to Part-time Govt. Director 3 31 Mar 2012 Capt PVK Mohan 01 Apr 2011 to Part-time Non official Director 3 05 Jun 2011 (Independent) Dr Devi Singh 18 May 2011 to Part-time Non official Director 5 31 Mar 2012 (Independent)
16 Hindustan Shipyard Limited Corporate Governance
4. The following directors have joined on the Board of HSL during the financial year 2011-12 and upto the date of this report: -
(a) Commodore K L N Prasad, IN, (Retd.) has assumed the charge as Director (Corporate Planning & Personnel) on 19 Dec 2011 FN vide Ministry’s letter no. 2(2)/2011/HSL/D (SY) dated 01 Dec 2011.
(b) Commodore Ashok Bhal, VSM, IN (retd.) has assumed the charge as Director (Strategic Projects) on 02 Apr 2012 FN vide MoD letter 2(3)/2011/HSL/D (SY) dated 13 Jan 2012.
Brief profiles of the above mentioned Directors are as under:
Commodore K L N Prasad, IN (Retd.)
Cmde K L N Prasad, IN (Retd.) has assumed charge as Director (Corporate Planning & Personnel) of Hindustan Shipyard Limited (HSL) on 19 Dec 2011 FN.
Cmde K L N Prasad, IN(Retd.) was commissioned into Electrical Branch of the Indian Navy in Aug 1977. He has held various important staff, technical and training assignments in his long career of over 34 years in the Navy.
He has more than three decades of experience in various facets of submarine operations, maintenance and acquisition involving both conventional and strategic platforms. He has undergone intensive training with OEMs in Germany, USA, France etc in Maintenance and operation of German origin SSK submarines. Besides serving onboard Russian and German origin submarines, he has served as Joint Director of Submarine Acquisition and Project Director, Project 75 at Naval HQ, where he was closely associated with the indigenous construction of six Scorpene Class Submarines of French design at MDL, Mumbai. He has also served in DRDO as the Director (Electrical and IT) at HQ ATV Project and as Project Director, Underwater Ranges, Goa. He has been a member of various high level defence and inter governmental delegations concerning the submarine acquisition program of Indian Navy.
Commodore Ashok Bhal, VSM, IN (Retd.)
Cmde Ashok Bhal has assumed charges as Director (Strategic Projects) of Hindustan Shipyard Limited, Visakhapatnam with effect from 02 Apr 2012 FN.
An Electrical Engineer (B.E. from IIT Roorkee and M.Tech from IIT Kharagpur) with MBA, he has held several afloat and ashore appointments in the Indian Navy before joining HSL. Besides serving as Electrical Officer of four Naval Ships and fleet Electrical officer of Eastern Fleet, some of the important assignments held by him include Commanding officer INS Tunir, Addl DirectorGeneral WESEE, DGM of Naval Dockyard, Visakhapatnam and Chief Quality Assurance officer, Mumbai. He is a fellow of Institute of Electronics and Communication Engineers and has been trained at USA on VLF Communication. He has been awarded Vishisht Seva Medal for devotion to duty by the President of India.
Annual Report 2011-12 17 Corporate Governance
5. The Board of Directors of HSL as on the date of this report is as under:-
Name of the Directors Category of Directorship No. of Other Directorship RAdm NK Mishra, NM, IN(Retd.) Chairman & Managing Director Nil Shri. Rakesh Mahajan Whole Time Director Nil Cmde K.S Subramanian, NM, IN, (Retd) Whole Time Director Nil Cmde K L N Prasad, IN (Retd.) Whole Time Director Nil Cmde Ashok Bhal, VSM, IN (Retd.) Whole Time Director Nil VAdm N.N.Kumar, AVSM, VSM, IN Part-time Govt. Director 1 Dr Devi Singh Part-time Non official Director 5 (Independent) Shri Gyanesh Kumar, IAS Part-time Govt. Director 4 6. One post of Part Time Non Official Director (Independent Director) has fallen vacant due to completion of tenure of Capt. P V K Mohan on 6 Jun 2011. Further the strength of Functional Directors has been increased to five, which is more than 50% of the total strength. This has necessitated appointment of three additional Part time Non-official Directors (Independent Directors) on the Board of HSL. The said vacancies have been intimated to the Ministry for further action. Hence the present composition of the Board of Directors of the company is not in accordance with DPE guidelines. BOARD MEETINGS 7. The Board meets regularly and is responsible for the proper direction and management of the Company. During the financial year ended 31 Mar 2012, Seven Board Meetings were held on 29 Apr 2011, 26 May 2011, 27 Jun 2011, 23 Aug 2011, 16 Sep 2011, 29 Nov 2011 and 21 Feb 2012. DIRECTORS ATTENDANCE 8. Details of Directors attendance at the Board Meetings and Annual General Meeting are given below. Name of the Directors No. of Meetings Held during the Attended Attendance tenure of Directors at last AGM RAdm K C Sekhar, IN (Retd.) 3 3 - RAdm N K Mishra, IN (Retd) 4 4 Yes Shri. Rakesh Mahajan 7 7 Yes Cmde K S Subramanian, IN (Retd.) 5 5 Yes Cmde K L N Prasad, IN (Retd.) 1 1 - Capt P V K Mohan 2 1 - Dr Devi Singh 6 4 Yes Shri. Gyanesh Kumar 7 5 No VAdm NN Kumar, AVSM, VSM 7 6 Yes
18 Hindustan Shipyard Limited Corporate Governance
BOARD PROCEDURE
9. Board Meetings are held at least once in every quarter, and more often if considered necessary, focusing on business requirements. Every Board meeting is convened by giving proper and appropriate advance notice to the Board Members after obtaining approval from Chairman & Managing Director. Detailed Agenda, Management Reports and, other relevant documents are generally circulated well in advance to the members of the Board in order to have meaningful, informed and focused decisions at the meeting. To address specific urgent need, Board meetings are also called in shorter notice and sometimes considering business exigencies, Resolutions are also passed in circulation which is confirmed by the Board members in its very next meeting.
10. In general agenda papers are prepared by the concerned officials, concurred by the Functional Directors and put up for approval of Chairman & Managing Director. Duly approved Board notes and agenda papers are circulated among the Board members by the Company Secretary.
11. The Board and its members have complete access to all information of the company. The Board is also free to recommend inclusion of any matter in agenda for discussion. If necessary, senior management is also called to provide additional inputs to the items being discussed by the Board / committee.
PERMANENT SPECIAL INVITEES ON THE BOARD
12. Vice Admiral(Retd.) D.S.P.Varma, Director General, Akankshah, New Delhi & Dr S.C.Pandey, IAAS, Additional FA(P) & JS, MoD continued to be the permanent special invitees on the Board of HSL during the Financial Year 2011-12. As on the date of this report, Shri. Rajnish Kumar, Addl. FA & Joint Secretary, Ministry of Defence(Finance) has been appointed as Permanent Special Invitee in place of Dr SC Pandey vide MoD letter 2(4)/2011/HSL/D(SY), dated 09 Aug 12.
AUDIT COMMITTEE
13. The Audit Committee of the Board comprises of three members viz. One Part time non official Director as the Chairman of the Audit Committee and Two Part time Official Directors as the members of the Audit Committee. During the Financial Year, following were the Audit Committee Members: - (a) Dr Devi Singh Chairman (Part Time Non official Director) (b) VAdm N N Kumar Member (Part Time Official Director) (c) Shri Gyanesh Kumar Member (Part Time Official Director)
14. Since only one Non official Part time Director is on the Board of HSL, Audit committee was reconstituted with one Part Time Non Official Director and two Part time Government Directors. Hence the composition of Audit Committee is also not in accordance with the Corporate Governance Guidelines issued by Department of Public Enterprise.
15. The terms of reference of the Audit Committee are as specified in Sec 292A of the Companies Act, 1956 and the guidelines issued by the Department of Public Enterprises. The primary function of the committee is to assist the Board of Directors in fulfilling its responsibilities by reviewing the financial reports; the company’s systems of internal controls regarding finance, accounting and legal compliance by the management and Board.
Annual Report 2011-12 19 Corporate Governance
16. The Audit Committee reviews Internal Audit Reports, meets Statutory Auditors and Internal Auditors and discusses their findings, suggestions and other related matters and reviews the half yearly and annual financial statements before their submissions to the Board .
17. The Chairman of the Committee apprises the Board about the observations of the Audit Committee during the Board meeting. The minutes of the Audit Committee meetings are placed before the Board for noting.
18. During the financial year 2011-12, three meetings of the Audit Committee were held on 27 Jun 2011, 23 Aug 2011 and 21 Feb 2012.
19. The attendance of the members of the Audit Committee during the financial year 2011-12 is given below:
Name of the member No of meetings Held during the tenure Attended Dr Devi Singh 3 3 Shri Gyanesh Kumar, IAS 3 2 VAdm N N Kumar, VSM, IN 3 3
PROCUREMENT SUB COMMITTEE 20. In order to obviate procedural delays in connection with procurement of high value equipment, a Sub- committee of the Board with vested financial power was constituted in the 366th Board meeting held on 21 Feb 2012 with the following Members: - (a) RAdm N K Mishra, NM, IN (Retd.) Chairman Chairman & Managing Director (b) Dr Devi Singh Member Part time Non official Director (c) Shri Rakesh Mahajan Member Director (Finance & Commercial) (d) Concerned Functional Director Member
21. The Terms of Reference of the committee include powers to approve proposals for procurement of order for required assets/capital expenditure items, material, equipment, tools, stores & spares, imports, approvals of works, sub-contracts, and facility hire valued above ` 5 Cr and up to the value of ` 20 Cr in each case for sanctioned projects except nomination cases.
22. During the Financial year 2011-12, no meeting of the Procurement Sub-Committee was held.
REMUNERATION OF WHOLE TIME DIRECTORS
23. The remuneration of Whole Time Directors is fixed by the Government as the Company is a Government Company within the meaning of Sec 617 of Companies Act, 1956.
REMUNERATION TO PART TIME DIRECTORS
24. Part-time Official Directors are not eligible for sitting fees attended by them. The Part-time Non-Official (Independent) Directors are paid sitting fees as per the provisions of the Companies Act, 1956 for attending
20 Hindustan Shipyard Limited Corporate Governance
each meeting of the Board /committee (s) of the Board and reimbursed actual expenditure for attending the meeting of the Board/Board Committee (s).
CODE OF BUSINESS CONDUCT AND ETHICS
25. As per guidelines issued by Department of Public Enterprises, the company has formulated “Code of Business Conduct and Ethics for Board Members and Senior Management” for better Corporate Governance and fair/ transparent practices. A copy of the same has been circulated to all concerned and also available in the website of the Company. The Board members and senior management personnel, to whom the said code is applicable, have affirmed compliance of the same for the year ended 31 Mar 12.
ANNUAL GENERAL MEETING
26. The details of the last three Annual General Meetings of the company are given below:-
Year Date Time Location 2008-09 22.09.2009 04.00 P.M. Transport Bhavan, New Delhi 2009-10 24.09.2010 11.00 A.M. Shipyard House, New Delhi 2010-11 16.09.2011 11.00 A.M Shipyard House, New Delhi
WHISTLE BLOWER POLICY
27. The company has framed a whistle blower policy with the approval of Board of Directors in its 366th Board Meeting held on 21 Feb 2012 to protect its whistle blowers. The whistle blower policy has been circulated to all HoDs and displayed in the website.
RISK MANAGEMENT POLICY
28. The company is in process of framing a Risk Management Policy.
DISCLOSURES
29. During the year 2011-12, the company has not entered into any transactions with any Director that may have potential conflict with the interest of the company at large. The members of the Board, apart from receiving Director’s remuneration (wherever applicable), do not have any material or pecuniary relationship or transaction with the company which in judgment of the Board may affect independence of judgment of the Directors.
30. During the last three years, there has been no instance of non-compliance by the company on any matter related to Companies Act, 1956 or any Industrial Law.
31. The guidelines issued by the Department of Public Enterprises, Govt of India have been complied with.
32. The company has not incurred any expenditure which is not for the purpose of Company’s Business, nor has the company incurred any expenditure which is person in nature for the Board of Directors and Top Management.
* * *
Annual Report 2011-12 21 Corporate Governance
DECLARATION
As provided under the guidelines on Corporate Governance for CPSEs 2010 issued by the Department of Public Enterprise, Government of India, it is hereby declared that all Board members and Senior Management personnel have affirmed compliance with the code of conduct for Directors and Senior Management personnel of Hindustan Shipyard Limited for the year ended 31 Mar 2012.
For Hindustan Shipyard Limited
New Delhi (N K Mishra) 29 Aug 2012 Rear Admiral, IN (Retd.) Chairman & Managing Director
22 Hindustan Shipyard Limited Corporate Governance
Annual Report 2011-12 23 Management Discussion & Analysis
Annexure – 2 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Introduction
1. The Hindustan Shipyard Ltd is a fully owned Central Public Sector Undertaking of Govt of India under the administrative control of Ministry of Defence. The company was incorporated in 1952 and has its registered office and works situated at Visakhapatnam. The administrative control of company changed from Ministry of Surface Transport & Shipping to Ministry of Defence in Feb 2010 to support the Indian Navy & Coast Guard in their respective expansion plans.
Industry Structure and Developments
2. The Indian shipbuilding industry consists of around 32 public and private sector yards. In recent years, it has witnessed entry of new shipbuilders from the private sector. With liberalisation policy of the Government, these shipbuilders have become serious competitors to Defence Public Sector yards.
3. With opening of Defence market to Private Sector, your Company is facing a stiff competition. To meet this stiff competition an intensive modernisation has been planned. On successful completion of same, your Company will be able to meet the future challenges and remain competitive in domestic as well global markets. The modernisation is expected to be completed by end of 2013. The major customers of your Company i.e. Indian Navy and Coast Guard have announced ambitious expansion plans and your Company is putting its best efforts to secure good orders from its major customers. This would help the yard to turn around & become profit making.
SWOT Analysis
4. In the changing environment, your Company has identified the following strengths, weaknesses, opportunities and threats:- (a) Strengths. • Largest Shipyard on East coast of India. • Ergonomically well laid out facilities with steel throughput capacity of 20000 tons per year. • Only shipyard with submarine repair capability on East coast. • Large covered Building Dock for un-interrupted work round the year. • Strategically located at the harbor entrance with water depth of about 10 meters. • Located close to major customers like Eastern Naval Command, DCI and VPT • Capable of building ships up to 80000 DWT • Excellent quality of work with low rejection rates • 850m of wharfage with adequate cranage • Large Dry dock and wet basin with exclusive workshops to facilitate ship repairs • Cranage to handle blocks/loads upto 300 tons
24 Hindustan Shipyard Limited Management Discussion & Analysis
• Three low bed transporters up to 200 tons capacity • ISO 9001-2008 certified yard • Good Quality Assurance systems and test facilities
(b) Weaknesses. • Aging work force with low productivity • Dilution of expertise on account of retirement/superannuation of workforce • Old plant and machinery with frequent breakdown • Acute cash/working capital constraints • Lack of sufficient orders • High costs /overheads due to increased wages
(c) Opportunities. • Increased requirements of ships to meet Defence & coastal security needs • Large scope for repairs due to increased maritime/offshore fleet & platforms • Possibility of entering into mutually beneficial AMCs with major customers to ensure long term orders • Construction of Strategic Vessels • Possibility of Joint Ventures to leverage strength
(d) Threats. • Competition from private sector shipyards • Poaching of competent personnel by other shipyards • De-motivation of workforce due to lack of orders and poor financial & security environment
Infrastructure Modernisation and Diversification
5. The Modernisation Project embarked upon by the Company to meet the future challenges in terms of technology and workload is being implemented in two phases. An amount of ` 457.36 Cr for the said modernisation has been provided by the Govt of India as an advance towards construction of LPD Project for the Indian Navy.
6. Tendering action has been initiated for replacement of EOT Cranes, Welding Equipment, Exhaust Ventilation, Submersible and Ballast Pumps, DSN System in workshops and HT Cables. Selection & appointment of a Project Consultant is under Visit of Additional Secretary Defence Production on 10 Mar 2012 process. The company also plans to implement ERP system to streamline processes.
Annual Report 2011-12 25 Management Discussion & Analysis
Segment-wise / Product-wise Performance
7. Your Company has three major revenue segments i.e. Shipbuilding, Ship Repairs & Submarine Retrofit. The Total Turnover during the Financial Year 2011-12 from these segments was ` 564.04 Crs.
8. Segment wise performance during the FY 2011-12 was as under:-
(a) Shipbuilding (i) Your Company has delivered 03 vessels during the FY 2011-12 i.e. first IPV of five IPV series for Indian Coast Guard, first of two 50 T Bollard Pull Tug for Visakhapatnam Port Trust and third of six 53,000 DWT Bulk Carrier for M/s Good Earth Maritime Limited. Also, keels were laid for two KPT vessels and last of five IPVs “Rani Rashmoni”, was launched from the slipway. The Shipbuilding Division of your Company has recorded a turnover of Visit of RAdm. Sekhar Mittal, NM CSO(Tech), ` 254.76 Cr during the financial year. Eastern Naval Command on 26 Nov 2011 (ii) Your Company also received an order for 03 Nos. 25 Ton Bollard Pull Tugs for Indian Navy. Your Company is putting its best efforts to improve the productivity and order book by securing major orders from Indian Navy and Coast Guard. (b) Ship Repairs (i) Your Company has undertaken repairs of 18 Vessels, which includes two of Foreign Flag and balance of Indian Navy, DCI, SCI, Visit of Ms. S.Rawla, IAS, Secretary BRPSE, ONGC and VPT etc. Ship Repair segment of Department of Public Enterprises on 09 May 2012 your Company has always been profitable and is being given utmost thrust as it carries higher margin in comparision to shipbuilding segment. During the entire year, the repair dry dock was utilised to its most optimum level. (ii) The Ship repair Division recorded a Turnover of ` 193.51 Cr. during the financial year. (c) Submarine Retrofit
Submarine retrofit is a niche activity in repair Visit of National Technical Research Organization Team, domain requiring high skill set and New Delhi on 30 May 2012
26 Hindustan Shipyard Limited Management Discussion & Analysis
competence. The Submarine Retrofit Division of your Company has been concentrating on refit of submarines of Indian Navy. Presently INS Sindhukirti, an EKM Class submarine is under Medium Refit- cum-Upgradation. The turnover of this Division during the financial year was Rs 115.77 Cr. Future Outlook 9. As reported, the Company has been transferred from MoS to MoD in Feb 2010 and poised to play a major role in the expansion plan of Indian Navy and Coast Guard. Your Company is giving its maximum thrust to Warship Building and aligning its capabilities towards Construction of warships / submarines. As brought out above, your Company is undergoing modernisation, which will enhance the yard’s capabilities. Risks & Concerns 10. The major concern of the Company is Low Order Book, Financial Position and the yard is also facing problems of aged workforce, outdated plant & machinery etc. This leads to suboptimal production & associated problems. Efforts are in hand to secure high value orders in near future. Towards this, Ministry of Defence has nominated the yard to construct Landing Platform Dock & 75(I) submarines. However contract finalisation is likely to take some time, which is a cause of concern. 11. In order to secure high value orders, a specialised department namely “Business Strategy Department” has been created to improve the marketing strategies of the Company. The Company is putting its best efforts to market itself and the Company is expecting some high value orders in near future from Indian Navy and Coast Guard. With the increase of the order book and productivity, your Company expects to earn profits in future. Internal Control System & their Adequacy 12. Your Company has an adequate system of Internal Controls implemented towards achieving effectiveness & efficiency of operations and compliance with applicable laws and regulations. The system comprises clear defined organisation structure, pre-identified authority levels and procedures issued by the management covering all vital and important areas of activities. viz. Purchase, Material Control, Works, Finance & Accounts, Personnel etc. 13. The Management monitors compliances to Company’s procedures and policies with well defined annual audit programme. The significant audit observations are reported to the Audit Committee of the Board of Directors. Financial Performance of the Company 14. The Financial performance during the year as compared to last year is as under:- ` in Crores Details As on31 Mar 12 As on31 Mar 11 Turnover 604.34 686.17 Profit /(loss) Before Depreciation, Interest & Tax (66.19) (265.47) Profit / (Loss) Before Tax (85.98) 165.18* Profit / (Loss) after Tax (85.98) 54.99 Cumulative Profits / (Losses) (1016) (930)
(The PBT is positive due to Financial restructuring amount of ` 452.68 Cr considered as Income)
Annual Report 2011-12 27 Management Discussion & Analysis
Development in Human Resource 15. Employees are the most valuable resource of any Company. Therefore the Company gives utmost importance to training & development of its human resources to maximise their contribution. The employees were nominated for various in-house / external seminars and training modules. Awareness training on occupational health safety, environment & fire fighting were conducted during the year. 16. The Company runs an Apprentice Training School to meet the need for skilled manpower. During the Year, 386 Trade Apprentices have successfully completed training and were awarded National Apprenticeship Certificates by Govt of India, Ministry of Labor and Employment, NCVT, RDAT, Hyderabad. 17. Training was also imparted to Graduate Engineers and Diploma Holders. 11 Engineering Graduates, 3 Technician(Diploma) Apprentices were imparted training under the Apprentices Act and awarded Certificate of Proficiencies by Govt. of India, Ministry of Human Resource Development, Board of Apprenticeship Training (SR), Chennai, during the year 2011-12. HSL also arranged in-plant training and extended project work facilities to 977 students of various Engineering Colleges, Management Institutions and marine Institutions. Industrial Relations
18. The industrial relations were cordial and harmonious during the financial year.
Environment Aspects
19. Your Company continues to be environment friendly and has fulfilled all the statutory requirements of central and state pollution control boards.
Corporate Social Responsibility
20. HSL considers Corporate Social Responsibility (CSR) a mean to serve the society including all stake holders. All activities under the Company’s CSR Vision form an integral part of its Business Function and covers community development initiatives prioritised on local needs.
21. As part of sustainable development activity, the Company uses the services of few of the widows of employees through the Tailoring Centre run by the HSL Ladies Club, for stitching boiler suits for officers, staff and workmen, by providing the material, sewing machines etc and paying them on piece rate basis.
22. The Gandhigram Educational Society, the HSL Rovers Scouts and HSL Recreation Club are providing much needed impetus to social service in promotion of cultural, educational and national integration through various programs and awareness activities.