Western India Shipyard 2015-16.Indd

WESTERN INDIA SHIPYARD LIMITED

Board of Directors: Non-Executive Directors Shri. Ashwani Kumar Shri. Ashok R. Chitnis (upto 30.06.2015) Shri. Ashok Kumar Agarwal (upto 06.10.2016) Shri. Ravi. V. Nevatia (from 30.06.2015) Smt. Rajani Podar (from 30.06.2015)

Yard Head Shri. Anil R. Rao (from 23.02.2015 to 04.01.2016)

Chief Financial Ofﬁ cer Shri. S. Muthuswamy

Company Secretary Shri. J. C. F. Sequeira (upto 31.12.2015)

Statutory Auditors M/s. V. V.Kale & Co, Chartered Accountants.

Banks ICICI Bank Limited Contents Page No. Registrars: Notice of AGM 2 Link Intime India Pvt. Ltd. Directors’ Report 13 C – 13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 072. Report on Corporate Governance 18 Tel: 91 22 25946970 Management Discussion & Analysis 30 Fax: 91 22 25946969 Email: [email protected] Secretarial Audit Report 33 Auditors’ Report 46 Regd. Ofﬁ ce & Shipyard Balance Sheet 52 P. B. No. 21, Mormugao Harbour, Mormugao, Goa – 403 803 Proﬁ t and Loss Account 53 Phone: 0091 832 2520252–57. Cash Flow Statement 54 Fax: 0091 832 2520258. E-mail: [email protected] Schedules 58 Website: www.wisl.co.in Proxy Form & Attendance Slip 71 CIN No:L35111GA1992PLC002464

1 24TH ANNUAL REPORT 2015-16

NOTICE Notice is hereby given that the 24th Annual General Meeting of the members of Western India Shipyard Limited (“Company”) will be held at the Vasco Residency, GTDC Tourist Hostel, Off. Swatantra Path, Vasco-da-gama, Goa – 403802, on Saturday, 31st day of December, 2016 at 3.00 p.m. to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016 together with the Reports of the Directors and Auditors thereon 2. Re-appointment of Auditors: 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 the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Audit Committee of the Board of Directors, the Company hereby re-appoints M/s V. V. Kale and Co; Chartered Accountants (Firm Registration No. 000897N), as Auditors of the Company to hold offi ce from the conclusion of this Annual General meeting till the conclusion of the 25th Annual General Meeting of the Company, to examine and audit the accounts of the Company at such remuneration as may be determined by the Audit Committee and approved by the Board of Directors of the Company.” Special Business: 3. Issue of Equity Shares on Preferential Basis: To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Sections 23, 42 & 62 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modifi cations or re-enactment thereof for the time being in force) read with Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 (collectively, the “CA 2013”) and in accordance with the existing Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (hereinafter referred to as “SEBI (ICDR) Regulations”) and in accordance with the Foreign Exchange Management Act, 1999 (including any amendment, modifi cation, variation or re-enactment thereof, and the provisions of any rules/regulations/ guidelines issued/framed by the Central Government, Reserve Bank of India, Foreign Investment Promotion Board thereto), Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as may be applicable, and subject to the approval, consent, permission and/or sanction, as may be required from the Central Government, Reserve Bank of India, SEBI and any other appropriate authority, Institution or Body and subject to such terms, conditions, alterations, corrections, changes, variations and/or modifi cations, if any, as may be prescribed by any one or more or all of them in granting such approval, consent, permission and/or sanction, and which may be agreed to by the Board of Directors of the Company and subject to such terms and conditions as may be determined by the Board of Directors of the Company (hereinafter referred to as “the Board” which expression shall include any Committee which the Board may constitute to exercise its powers including powers conferred by this Resolution), the consent of the members of the Company be and is hereby accorded to the Board and the Board be and is hereby authorized in its absolute discretion to create, offer, issue, and allot upto maximum of 9,25,00,000 (Nine Crore Twenty Five Lakh) equity shares of face value Rs. 2/- (Rupees Two Only) each at Rs. 2/- (Rupees Two Only), being a price not lower than the minimum price calculated in accordance with Regulation 76 of SEBI (ICDR) Regulation, to: Name of the proposed allottee PAN Number Category Bermaco Energy Limited AACCB7021P Non-Promoter “RESOLVED FURTHER THAT the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the agencies/authorities involved in such issues but subject to such conditions as the Reserve Bank of India (RBI)/Securities and Exchange Board of India (SEBI)/Financial Institutions/Investment Institutions and/or such other appropriate authority may impose at the time of their approval and as agreed to by the Board”

2 WESTERN INDIA SHIPYARD LIMITED

“RESOLVED FURTHER THAT the equity shares to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects with the existing equity shares of the Company” ‘’FURTHER RESOLVED THAT for the purpose of giving effect to the aforesaid special resolution under Sections 42 & 62 of the Companies Act, 2013, the Board of Directors (which term shall include any duly constituted and authorized Committee thereof) of the Company be and is hereby authorized to take such steps and to do all such other acts, deeds, matters and things and accept any alteration(s) or amendment(s) or correction(s) or modifi cation(s) and to execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution including intimating the concerned authorities or such other regulatory body and for matters connected therewith or incidental thereto and also to seek listing of such equity shares in one or more stock exchanges in India.’’ “RESOLVED FURTHER THAT in accordance with Regulation 71 and 73(4) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the ‘Relevant Date’ for determination of the issue price of equity shares, shall be Thursday, December 01, 2016; being the date which is thirty (30) days prior to the date of this AGM or in the case where the Relevant Date falls on Weekend/Holiday, the day preceding the Weekend/Holiday will be reckoned to be the Relevant Date” “RESOLVED FURTHER THAT the equity shares allotted on preferential basis shall be locked in for such period as prescribed in Regulation 78 of SEBI (ICDR) Regulations” “RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred herein to any Director(s) or Offi cer(s) of the Company, as it may deem fi t and appropriate and to give such directions/ instructions as may be necessary to settle any question, diffi culty or doubt that may arise in regard to offer, issue, allotment of the said equity shares.” 4. Issue of Warrants on Preferential Basis To consider and, if thought fi t, to pass with or without modifi cation(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Sections 23, 42 & 62 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifi cations or re-enactment thereof for the time being in force) read with Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014 (collectively, the “CA 2013”) and in accordance with the existing Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (hereinafter referred to as “SEBI (ICDR) Regulations”) and in accordance with the Foreign Exchange Management Act, 1999 (including any amendment, modifi cation, variation or re-enactment thereof, and the provisions of any rules/regulations/ guidelines issued/framed by the Central Government, Reserve Bank of India, Foreign Investment Promotion Board thereto), Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 as may be applicable, and subject to the approval, consent, permission and/or sanction, as may be required from the Central Government, Reserve Bank of India, SEBI and any other appropriate authority, Institution or Body and subject to such terms, conditions, alterations, corrections, changes, variations and/or modifi cations, if any, as may be prescribed by any one or more or all of them in granting such approval, consent, permission and/or sanction, and which may be agreed to by the Board of Directors of the Company and subject to such terms and conditions as may be determined by the Board of Directors of the Company (hereinafter referred to as “the Board” which expression shall include any Committee which the Board may constitute to exercise its powers including powers conferred by this Resolution), the consent of the members of the Company be and is hereby accorded to the Board and the Board be and is hereby authorized in its absolute discretion to create, offer, issue, and allot, on a preferential basis, upto maximum of 3,25,00,000 (Three Crore Twenty Five Lakh Only) Warrants at such price as may be arrived at in accordance with the SEBI (ICDR) Regulations carrying an entitlement to subscribe to an equivalent number of equity shares of face value of Rs. 2/- (Rupees Two Only) each at such price being not lower than the minimum price calculated in accordance with Regulation 76 of SEBI (ICDR) Regulation, to: Name of the proposed allottee PAN Number Category Bermaco Energy Limited AACCB7021P Non-Promoter RESOLVED FURTHER THAT each of the aforesaid Warrants be converted at the option of the holder at any time within 18 (eighteen) months from the date of allotment, in one or more than one tranche, into one fully

3 24TH ANNUAL REPORT 2015-16

paid-up Equity Share of Rs. 2/- each at such price being not lower than the minimum price determined in accordance with the Regulation 76A of the SEBI (ICDR) Regulations, as amended from time to time and an amount equivalent to atleast 25% of the price fi xed as above, shall be received against each Warrant on or before the date of the allotment of aforesaid Warrants. “RESOLVED FURTHER THAT the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue and also to vary, alter or modify any of the terms and conditions in the proposal as may be required by the agencies/authorities involved in such issues but subject to such conditions as the Reserve Bank of India (RBI)/Securities and Exchange Board of India (SEBI)/ Financial Institutions/ Investment Institutions and/or such other appropriate authority may impose at the time of their approval and as agreed to by the Board” “RESOLVED FURTHER THAT the warrants and equity shares on conversion of the aforesaid warrants to be so created, offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company “RESOLVED FURTHER THAT the equity shares to be allotted on conversion of the aforesaid warrants shall rank pari passu in all respects with the existing equity shares of the Company” “RESOLVED FURTHER THAT In the event of the Company making a bonus issue of shares or making rights issue of shares or any other securities in whatever proportion or any corporate action prior to the exercise of the rights attached to the warrants, the entitlement of the holders shall stand augmented in the same proportion in which the equity share capital of the company increases as a consequence of such bonus/rights issues or any corporate action and that the exercise price of the warrant to be adjusted in accordance with Regulation 76B of the SEBI (ICDR) Regulations” “RESOLVED FURTHER THAT in accordance with Regulations 71 and 73(4) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, the ‘Relevant Date’ for determination of the issue price of Warrants, shall be Thursday, December 01, 2016; being the date which is thirty (30) days prior to the date of this AGM or in the case where the Relevant Date falls on Weekend/ Holiday, the day preceding the Weekend/Holiday will be reckoned to be the Relevant Date” “RESOLVED FURTHER THAT the equity shares allotted on conversion of the aforesaid Warrants on preferential basis shall be locked in for such period as prescribed in Regulation 78 of SEBI (ICDR) Regulations” “RESOLVED FURTHER THAT for the purpose of creating, issuing, offering and allotting the warrants and the equity shares on conversion of the aforesaid warrants of the Company, the Board be and is hereby authorized to do and perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this resolution in all respects and in particular to settle any questions, diffi culties or doubts that may arise with regard to the offering, issuing and allotting of warrants and the equity shares on conversion of the aforesaid warrants of the Company, as it may, in its absolute discretion, deem fi t and proper” “RESOLVED FURTHER THAT the Board be and is hereby authorized, to list the equity shares issued and allotted on conversion of warrants on all the Stock Exchanges where the shares of the Company are listed and also to authorize, at its discretion, any other member of the Board or Committee or person, to do all the necessary, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this Resolution”. On behalf of the Board of Directors For, Western India Shipyard Limited

Sd/- Place: Goa Date: December 08, 2016 (Director)

Western India Shipyard Limited CIN No: L35111GA1992PLC002464 Regd Ofﬁ ce & Shipyard: P. B. No. 21, Mormugao Harbour, Mormugao, Goa – 403 803 Tel: 0091 832 2520252–57; Fax: 0091 832 2520258 Email: [email protected], Website: www.wisl.co.in

4 WESTERN INDIA SHIPYARD LIMITED

Notes: 1. A member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of himself and such proxy need not be a member of the company. A person can act as a proxy on behalf of members not exceeding fi fty (50) or holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by 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. 2. The instrument of proxy, 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. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 22.12.2016 to 31.12.2016 (both days inclusive) in connection with the AGM. 4. Members are requested to inform all changes with respect to their change of addresses, nomination, pan card, change of name, email address, etc to their respective depository participant (DP). SEBI has mandated the submission of pan number by every participant in the securities market. Members holding shares in physical form are requested to send the pan number details to the Company. 5. Members holding shares in physical form are requested to convert their holding to demat form to eliminate all risks associated with physical shares and for ease of portfolio management and more effi cient services. They may contact the Company for this purpose. 6. Members are requested to avail of the nomination facility under Section 72 of the Companies Act, 2013. The form may be downloaded from the Company’s website www.wisl.co.in under the head ‘Investor Zone’ and sub-head “Forms”. 7. All statutory registers are open for inspection at the Registered Offi ce of the Company on all working days during working hours. 8. Corporate members who intend to send their authorised representatives to attend the AGM are requested to send a duly certifi ed copy of the Board Resolution authorising their representative to attend and vote at the meeting. 9. Electronic copy of the Annual Report for 2015-16 is being sent to all members whose email IDs are registered with the Company/Depository Participant(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 2015-16 is being sent in the permitted mode. 10. Members may also note that the Notice of the 24th Annual General Meeting and the Annual Report for fi nancial year 2015- 16 will also be available on the Company’s website www.wisl.co.in 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 all working days. Even after registering for e-communication, members are entitled to receive such communication in physical form free of cost, upon making a request for the same. For any communication, the shareholders may also send requests to the Company’s investor email ID: [email protected]. 11. Electronic voting: The Company is pleased to provide the facility for remote e-voting to its members for the AGM in accordance with Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. The facility is provided through the Central Depository Services Ltd (“CDSL”). The details are as under: 12. COMMENCEMENT & END OF OF E-VOTING PERIOD AND OTHER E-VOTING INSTRUCTIONS 1. The e-Voting period will commence on Thursday, 22nd December, 2016 (9.00 a.m. IST). 2. End of E-voting: The e-voting will end on Saturday, 24th December, 2016 (5.00 p.m. IST). Thereafter the e-voting module shall be disabled. 3. E-VOTING PROCESS a. Open your web browser during the voting period and log on to the e-voting website www.evotingindia.com. b. Click on “Shareholders” tab. c. Select “WESTERN INDIA SHIPYARD LIMITED” from the drop down menu and click on “SUBMIT” Enter your User ID. • For CDSL: 16 digits benefi ciary ID. • For NSDL: 8 Character DP ID followed by 8 digits Client ID. • Members holding shares in Physical Form should enter Folio Number registered with the Company. d. Enter the Image Verifi cation as displayed and click on Login. e. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password must be used. If you are a fi rst time user follow the steps given below: 5 24TH ANNUAL REPORT 2015-16

f. Fill up the following details in the appropriate boxes:

For Members holding shares in Demat For Members holding shares in Physical Form Form PAN* Enter your 10 digit alpha-numeric PAN* issued by Income Tax Department. (Applicable for both demat shareholders as well as physical shareholders). DOB# Enter the Date of Birth as recorded in your demat account or in the company records in dd/mm/yyyy format. Dividend Bank Details # Enter the Dividend Bank Details as recorded in your demat account or in the company records. * Members who have not updated their PAN with the Company/Depository Participant are requested to use the fi rst two letters of their name and the last 8 digits of the demat account/folio number in the PAN Field. In case the folio number is less than 8 digits, enter the applicable number of 0’s between the number and the fi rst two characters of the name. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN Field. # please enter any one of the details in order to login. In case both the details are not recorded with the Depository or the Company, please enter the number of shares held by you as on the cutoff date in the Dividend Bank details fi eld. g. After entering these details appropriately, click on “SUBMIT” tab. h. Members holding shares in physical form will then reach directly the Company 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 must be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that the 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. i. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. j. Click on the relevant EVSN of WESTERN INDIA SHIPYARD LIMITED. k. On the voting page, you will see Resolution Description and against the same the options “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. l. Click on the “Resolutions File Link” if you wish to view the entire Resolution. m. 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” & accordingly modify your vote. n. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. o. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. p. If Demat account holder has forgotten the changed password then enter the User ID and image verifi cation code and click on Forgot Password & enter the details as prompted by the system. q. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to www.evotingindia. co.in and register themselves as Corporate. They should submit a scanned copy of the Registration Form bearing the stamp and sign of the Entity to [email protected]. After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on. The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to 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. r. In case Members have any queries or issues regarding e-Voting, they may refer the Frequently Asked Questions (“FAQs”) and e-Voting manual available at www.evotingindia.com under help section or write an email to helpdesk: [email protected]. 13. Please note that: 1. Ms. Kala Agarwal, (CP 5356) Practicing Company Secretary has been appointed by the Board of the Company as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

6 WESTERN INDIA SHIPYARD LIMITED

2. The Scrutinizer shall within a period of not less than three (3) working days from the conclusion of the e-voting period, unblock the votes in the presence of two witnesses not in employment of the company and forward the report of the votes cast in favor or against, to the Chairman or to any Director or Ofﬁ cer who may be authorised by the Chairman for this purpose. 3. The Results shall be declared on or after the AGM dated. The results declared alongwith the Scrutinizer’s Report shall be placed on the Company’s website www.wisl.co.in and on the website of CDSL within two (2) working days of passing of the resolutions at the AGM of the Company & communicated to the Stock Exchanges.

EXPLANTORY STATEMENT TO SPECIAL BUSINESS (Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO 3

Approval of the members by way of special resolution is required inter alia in terms of Sections 42 and 62(1)(c) of the Companies Act, 2013, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 (collectively, the “CA 2013”) as well as the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2009 (“ICDR Regulations”), as amended from time to time.

Therefore, in terms of said sections, rules and regulations, consent of the Members is being sought for the issue and allotment, upto maximum of 9,25,00,000 equity shares of the Company, having a face value of Rs. 2 (Rupees two only) each at a price of Rs. 2 (Rupees two only), being not lower than the minimum price calculated in accordance with Regulation 76 of SEBI (ICDR) Regulation, on a preferential basis to the Proposed Allottee, entitling the the Proposed Allottee to subscribe to and be allotted the Equity Shares, not later than 15 (ﬁ fteen) days from the date of passing of this Special Resolution by the members, subject to regulatory approvals.

In terms of the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and as per Regulation 73 of the ICDR Regulations, the relevant disclosures / details are given below:

A. OBJECTS OF THE ISSUE:

The Company proposes to raise additional funds through issue of equity shares on preferential basis to mobilize funds for funding current/future expansion /modernization plans/activities directly by the Company or through joint venture companies, working capital and general corporate purposes. The Board of Directors of the Company, at its meeting held on Thursday, December 08, 2016 has decided to issue and allot, upto maximum of 9,25,00,000 (nine crore twenty ﬁ ve lakh) equity shares of face value of Rs. 2 (Rupee two only) each at Rs. 2/- being a price not lower than the minimum price calculated in accordance with Regulation 76A of SEBI (ICDR) Regulations, as amended.

B. PROPOSAL OF THE PROMOTERS / DIRECTORS / KEY MANAGEMENT PERSONNEL TO SUBSCRIBE TO THE OFFER:

Promoters/ Directors/ Key Management Personnel of the company are not intending to participate/subscribe to the present offer.

C. NO CHANGE IN CONTROL: The existing promoters of the company will continue to be in control of the company and there will not be any changes in the management/control of the company as a result of the proposed preferential allotment.

7 24TH ANNUAL REPORT 2015-16

D. SHAREHOLDING PATTERN BEFORE AND AFTER THE PROPOSED PREFERENTIAL ISSUE:

Sr. Category of Shareholder Pre-issue Allotment of Post-Issue* No equity shares

No of Shares %to Holding No. of Shares % to Holding

(A)Shareholding of Promoter & Promoter Group

1 Indian Promoter 156586408 53.14 - 156586408 40.45

2 Foreign Promoter 0 0.00 - 0.00

Sub-Total (A) 156586408 53.14 - 156586408 40.45

(B) Public Shareholding

1 Institutions

(a) Mutual Funds / UTI/ Banks/ FIs 32119596 10.90 - 32119596 8.30

(b) FIIs 0 0.00 - 0 0.00

Sub-Total (B1) 32119596 10.90 - 32119596 8.30

2 Non-institutions

(a) Bodies Corporate 22135759 7.51 22135759 5.72

Bermaco Energy Ltd 0 0.00 92500000 92500000 23.89

(b) Individuals 83802327 28.44 - 83802327 21.65

(d) Others 0 0.00 - 0 0.00

Sub-Total (B2) 105938086 35.95 - 203938086 51.26

GRAND TOTAL (A)+(B)(1) + (B)(2) 294644090 100 92500000 392644090 100

* On assumption that entire 9,25,00,000 equity shares may be allotte E. LOCK-IN PERIOD The equity shares allotted will be subject to applicable lock in, for such period as prescribed in Regulation 78 of SEBI (ICDR) Regulations. The entire pre-preferential holding of the allottees, if any shall be locked in from the Relevant Date upto a period of six months from the date of trading approval granted by the Stock Exchange. F. TRANSFERRABILITY PERIOD The equity shares allotted on preferential basis shall be non-transferrable from the date of allotment till trading approval is granted by all the recognized stock as prescribed in Regulation 79(2) of SEBI (ICDR) Regulations. G. PROPOSED TIME WITHIN WHICH ALLOTMENT SHALL BE COMPLETED The Company will complete the issue and allotment of Equity Shares within a period of 15 (ﬁ fteen) days from the date of passing of the resolutions by the shareholders or when the allotment on preferential basis requires any approval by any regulatory authority like Stock Exchanges or Central Government or any statutory body, the allotment of shares will be completed within 15 days from the date of such approvals.

8 WESTERN INDIA SHIPYARD LIMITED

H. IDENTITY OF NATURAL PERSONS WHO ARE THE ULTIMATE BENEFICIAL OWNERS OF THE SHARES PROPOSED TO BE ALLOTED AND/OR WHO ULTIMATELY CONTROL THE PROPOSED ALLOTTEE AND THE PERCENTAGE OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY BE HELD BY THE ALLOTTEE

Identity of Proposed Category Pre-holding No. of Post-holding (*) Benefi cial allottees shares Ownership proposed to be issued Shares % Shares % Bermaco Energy Ltd Non -Promoter 0 0.00 92500000 92500000 23.89 Ahuja Family The consent of the Members is sought for the issue of equity shares, in terms of Section 62 of the Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 and in terms of the provisions of the ICDR Regulations and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. I. AUDITORS’ CERTIFICATE M/s.V. V. Kale & Co, Chartered Accountants, the Statutory Auditors of the Company have certifi ed that the preferential issue is being made in accordance with the requirements contained in SEBI (ICDR) Regulations, 2009. A copy of the certifi cate is kept for inspection at the Registered Offi ce of the Company during the business hours. J. NUMBER OF PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS HAVE BEEN MADE DURING THE YEAR: During the year, the company has not issued any shares on preferential basis or Private Placement basis other than mentioned above. K. RELEVANT DATE: Relevant Date for the purpose is Thursday, December 01, 2016, which is the date 30 days prior to the date of AGM (being the day preceding the weekend/holiday) where this resolution is being considered for approval. L. PRICING & UNDERTAKING TO RE-COMPUTE THE PRICE The price is determined in terms of Regulation 76A SEBI (ICDR) Regulations. Further, the Company undertakes to re-compute the price of the equity shares, if at all required, in terms of the provisions of these regulations where it is required to do so. M. UNDERTAKING TO PUT UNDER LOCK-IN TILL THE RE-COMPUTED PRICE IS PAID The Company undertakes that if the amount payable on account of the re-computation of price if not paid within the time stipulated in these regulations, the specifi ed equity shares shall continue to be locked-in till the time such amount ispaid by the allottee(s). The Board accordingly recommends the Special Resolution set out at Item No. 3 for approval of the Members. None of the Directors, any other Key Managerial Person(s) of the Company and their relatives are, in any way, concerned or interested in the said resolution. ITEM NO 4 The following disclosure is made in accordance with the provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended thereof (hereinafter referred to as “SEBI (ICDR) Regulations”). A. OBJECTS OF THE ISSUE: In order to mobilize funds for funding current/future expansion /modernization plans/activities directly by the Company or through joint venture companies, working capital and general corporate purposes, it is proposed to raise funds. The Board of Directors of the Company, at its meeting held on Thursday,

9 24TH ANNUAL REPORT 2015-16

December 08, 2016 has decided to issue and allot upto 3,25,00,000 Warrants carrying an entitlement to subscribe to an equivalent number of equity shares of face value of Rs. 2/- each at a price of Rs. 2/- each or at a price being not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue contained in Chapter VII of SEBI (ICDR) Regulations as amended, whichever is higher. B. PROPOSAL OF THE PROMOTERS / DIRECTORS / KEY MANAGEMENT PERSONNEL TO SUBSCRIBE TO THE OFFER: Promoters/ Directors/ Key Management Personnel of the company are not intending to participate/ subscribe to the present offer. C. NO CHANGE IN CONTROL: The existing promoters of the company will continue to be in control of the company and there will not be any changes in the management/control of the company as a result of the proposed preferential allotment of Warrants and subsequent conversion of Warrant into equity shares under preferential allotment. D. SHAREHOLDING PATTERN BEFORE AND AFTER THE PROPOSED PREFERENTIAL ISSUE:\

Sr. Category of Shareholder Pre-issue Allotment of Other Allotment Post-Issue** No equity shares Corporate of equity as per Item Adjustment * shares on No 3 of this conversion Resolution of warrants No of %to No. of % to Shares Holding Shares Holding (A) Shareholding of Promoter & Promoter Group 1 Indian Promoter 156586408 53.14 - - - 156586408 27.96 2 Foreign Promoter 0 ------Sub-Total (A) 156586408 53.14 - - - 156586408 27.96 (B) Public Shareholding 1 Institutions 0 ------(a) Mutual Funds / UTI/ Banks/ FIs 32119596 10.90 - - -32119596 5.74 (b) FIIs 0 - - - - 0 - Sub-Total (B1) 32119596 10.90 - - - 32119596 5.74 2 Non-institutions 0 (a) Bodies Corporate 22135759 7.51 - 140000000 - 162135759 28.95 Bermaco Energy Ltd 0 - 92500000 - 32500000 125000000 22.32 (b) Individuals 83802327 28.44 - 378000 - 84180327 15.03 (c) Foreign Corporate Bodies/ NRIs 0------(d) Others 0------Sub-Total (B2) 105938086 35.95 92500000 140378000 32500000 371316086 66.30 GRAND TOTAL (A)+(B)(1) + (B)(2) 294644090 100 92500000 140378000 32500000 560022090 100 * Compulsory Conversion of Zero Coupon Loan (ZCL) of Rs.28,00,00,000 of ICICI Bank Limited into equity shares of Rs. 2 each; ** On assumption that a. the entire 9,25,00,000 equity shares of Rs. 2/- each, as described in Item No 3 of this Resolution has been allotted; and b. the entire 3,25,00,000 warrants proposed to be issued as per Item No 4 of this Resolution is converted into equity shares of face value Rs. 2/- each

10 WESTERN INDIA SHIPYARD LIMITED

E. LOCK-IN PERIOD The equity shares to be allotted on conversion of the aforesaid warrants, allotted on preferential basis, will be subject to applicable lock-in, for such period as prescribed in Regulation 78 of SEBI (ICDR) Regulations. The entire pre-preferential holding of the allottees, if any shall be locked in from the Relevant Date upto a period of six months from the date of trading approval granted by the Stock Exchange. F. PROPOSED TIME WITHIN WHICH ALLOTMENT SHALL BE COMPLETED In accordance with Regulation 74 of the SEBI (ICDR) Regulations, the Company shall complete the allotment of the Warrants within a period of 15 days from the date of passing of the Special Resolution by the shareholders. However, in the absence of requisite approval or on pendency of any approval from any regulatory authority, the allotment shall be completed within 15 days from the last date of such approvals. The allotment of upto 3,25,00,000 equity shares resulting from exercise of the option attached to the said Warrant will be completed in dematerialized form, within 18 months from the date of allotment of Warrant. G. IDENTITY OF NATURAL PERSONS WHO ARE THE ULTIMATE BENEFICIAL OWNERS OF THE SHARES PROPOSED TO BE ALLOTED AND/OR WHO ULTIMATELY CONTROL THE PROPOSED ALLOTTEE AND THE PERCENTAGE OF POST PREFERENTIAL ISSUE CAPITAL THAT MAY BE HELD BY THE ALLOTTEE

Identity of Category Pre-Holding No. of Post- Holding (*) Benefi cial Proposed warrants Ownership allottees proposed to be issued Shares % Shares % Bermaco Non 0 0.00 32500000 125000000 22.32 Ahuja Family Energy Ltd -Promoter * On assumption that: c. the debt of Rs. 42,07,38,533 with ICICI Bank Limited and Rs. 756000 of Mrs. Hemlata has been converted into equity shares of Rs. 2/- eah as per the terms of the Scheme of Arrangement with the Secured Creditors sanctioned by the High Court of Bombay at Goa vided ordwer dated 15.10.2015; d. the entire 9,25,00,000 equity shares of Rs. 2/- each, as described in Item No 3 of this Resolution has been allotted; and e. the entire 32500000 warrants proposed to be issued as per Item No 4 of this Resolution is converted into equity shares of Rs. 2/- each The consent of the Members is sought for the issue of equity shares, in terms of Section 62 of the Companies Act, 2013, and all other applicable provisions of the Companies Act, 2013 and in terms of the provisions of the ICDR Regulations and the Listing Agreement entered into by the Company with the stock exchange, where the Company’s equity shares are listed. H. AUDITORS’ CERTIFICATE M/s.V. V. Kale & Co, Chartered Accountants, the Statutory Auditors of the Company have certifi ed that the preferential issue is being made in accordance with the requirements contained in SEBI (ICDR) Regulations, 2009. A copy of the certifi cate is kept for inspection at the Registered Offi ce of the Company during the business hours. I. NUMBER OF PERSONS TO WHOM ALLOTMENT ON PREFERENTIAL BASIS HAVE BEEN MADE DURING THE YEAR: During the year, the company has not issued any shares on preferential basis or Private Placement basis other than mentioned above.

11 24TH ANNUAL REPORT 2015-16

J. RELEVANT DATE: Relevant Date for the purpose is Thursday, December 01, 2016, which is the date 30 days prior to the date of AGM (being the day preceding the weekend/holiday) where this resolution is being considered for approval. K. PRICING The issue price of Warrants/equity shares to be allotted on conversion of warrants on preferential basis shall be at a price of Rs. 2/- each or at a price being not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue contained in Chapter VII of SEBI (ICDR) Regulations as amended, whichever is higher. L. PAYMENT AND CONVERSION TERMS In accordance with Regulation 77 of SEBI (ICDR) Regulations, at least 25% of the consideration determined as per Regulation 76 of SEBI (ICDR) Regulations, shall be paid against each warrant on or before the date of their allotment. The balance 75% of the consideration shall be paid on or before the allotment of equity shares pursuant to exercise of option against each warrant. Warrant shall be converted at the option of the allottee in one or more than one tranche, into one equity share of face value Rs.2/- each at a price of Rs. 2/- each or at a price being not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue contained in Chapter VII of SEBI (ICDR) Regulations as amended, whichever is higher, at any time within 18 months from the date of allotment. In case of option is not exercised within a period of 18 months from the date of allotment of the warrants, the aforesaid Consideration paid on the date of allotment of the warrants shall be forfeited. The Board accordingly recommends the Special Resolution set out at Item No. 4 for approval of the Members. None of the Directors, any other Key Managerial Person(s) of the Company and their relatives are, in any way, concerned or interested in the said resolution.

On behalf of the Board of Directors For, Western India Shipyard Limited

Sd/- Place: Goa (Director) Date : December 08, 2016

12 WESTERN INDIA SHIPYARD LIMITED

DIRECTORS’ REPORT Dear Members, Your Directors present their 24th Annual Report on the State of Affairs of the Company’s business operations with the Audited Accounts for the year ended March 31, 2016 as under: 1. Financial Performance:

Particulars 31.03.2016 31.03.2015 (` In Lacs) (` In Lacs) Sales and other Income 723.31 3409.63 Profi t /(Loss) before Finance cost, Depreciation & Taxes (1564.25) (1975.99) Less: Finance cost (net) 945.38 644.64 Profi t/(Loss) before Depreciation & Tax (3094.79) (2030.49) Less: Depreciation 1308.47 1225.76 Profi t/(Loss) before Taxes (3951.41) (3478.04) Provisions for Taxes: Tax Adjustments for Earlier Year _ (11.58) Profi t/(Loss) before Adjustments (3951.41) (3358.48) Prior Period Adjustments (9.98) 107.98 Net Loss for the year (3941.43) (3466.47) 2. Financial Review: During the year, your Company has repaired 5 small to medium vessels namely M.V. Agility, M. V. PFS Courage, M.V. Qing, M.V. Royal Sesa, M.V. Sealion Ace and Casino Pride of Goa. The total income from operations was Rs. 723.31lacs as against Rs. 3409.63 lacs in the previous year. Your Company incurred a net loss of Rs. 3941.42 lacs for the year as against a net loss of Rs. 3466.47 lacs in the previous year. Major reasons for the increased losses low shiprepair volumes and higher fi nance costs, The Company therefore had no option than to curtail its ship repair operation and expenditure which affected the Company seriously and led to prolonged labour unrest during major part of the year. The Ship Owners of the vessel M. V. Qing berthed at the main repair jetty, failed to release the repair orders for more than 2 years. The main repair jetty occupied by M.V. Qing was also damaged. The said repair jetty could not be repaired for repair of vessels or Oil Rigs during the year. Ultimately the vessel foundered in July 2016 and the water area could not be utilized for shiprepairs. The non-payment of the dues by our trade debtors also affected the Company’s cash fl ows and it continued to face severe recessionary conditions and a number of shiprepair orders from Indian and foreign clients did not materialize due to the global economic uncertainties in Shipping where the Ship Owners/ Operators/Charterers have postponed ship repairs especially for bulk ore transhippers, cargo vessels, tankers and passenger vessels. Further, the mining operations in Goa failed to resume fully during the year due to fall in demand for low grade iron ore fi nes and fall in export prices from countries like China and Japan. Due to this, there was a drastic fall in number of cargo vessels touching the port for iron ore cargo. The Company had no alternative than to suspend its shiprepair business operations in September 2016 as its also dry dock required substantial repairs. The Company’s Promoters have been decided to disinvest from the Company. The Company received an expression of interest from a strategic investor namely Bermaco Energy Limited for investment in the share capital of the Company. The Board of Directors at the meeting held on 9th December 2016 approved the prefencial issue and allotment of 9, 25,00,000 and 3,25,00,000 share warrants of the face value of Rs. 2 each to this investor, subject to the approval of the share holders at this AGM. These material change are expected to positively affect the fi nancial position of the Company . 3. Dividend: In view of the loss for the year, no dividend has been recommended for the shareholders.

13 24TH ANNUAL REPORT 2015-16

4. Directors and Key Management Personnel: Shri. Ashwani Kumar, Shri. Ravi Vimal Nevatia and Smt. Rajani Podar were appointed as independent directors at the Annual General Meeting held on 24.09.2015 for a term of 5 years. Shri. Ashok R. Chitnis resigned as independent director of the Company w.e.f. 30.06.2015 for health reasons. Shri. Ashok Kumar Agarwal was appointed as non-independent non-executive director of the Company at the said AGM on 24.09.2016 and resigned w.e.f. 06.10.2016 for personal reasons. The Board places on record the appreciation of their services on the Board/Committees during their tenure of offi ce. Pursuant to Section 203 of the Companies Act, 2013 the Key Management Persons is Shri. S. Muthuswamy, Chief Financial Offi cer. Shri. J. C. F. Sequeira, resigned as Company Secretary w.e.f. 01.01.2016 for personal reasons. Shri. Anil R. Rao, Consultant, appointed as Yard Head on 24.02.2015 for the yard operations, resigned w.e.f. 04.01.2016 also for personal reasons. The Company has not appointed a Wholetime Director or Chief Executive Offi cer or Manager or Company Secretary during the year due to non-availability of suitable candidates. 5. Board Meetings: The Board of Directors held four (4) meetings during the year on 30.06.2015, 11.08.2015, 04.11.2015 and 11.02.2016. 6. Declaration of Independence: The directors have submitted a declaration that each of them meet the criteria of independence as provided in Sec. 149 (6) of the Act and there has been no change in the circumstances during the year which may affect their status as independent directors. 7. Audit Committee: The Audit Committee held four (4) meetings during the year on 30.06.2015, 11.08.2015, 04.11.2015 and 11.02.2016. All the recommendations made by the Audit Committee have been accepted by the Board. 8. Board Evaluation and separate meeting of Independent Directors: A separate meeting of the Independent Directors was held on 04.11.2015 without the presence of management representatives. They also had a separate meeting with the non-executive Chairman to discuss issues and concerns relating to the Company. The Board carried out the annual evaluation of its own performance, board committees and individual directors as per the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The evaluation was carried out through a structured questionnaire which considered various criteria such as board functioning, composition, committee culture, directions given and governance. The Board expressed satisfaction over the evaluation process . 9. Familiarization program for Independent Directors: The Company keeps its directors continuously informed of the Company’s activities through quarterly progress reports on operations, board discussions, meeting with company offi cials, site visits, etc. 10. Corporate Governance Report: Your directors re-affi rm their commitment to good corporate governance practices. The Corporate Governance Report along with the Auditor’s certifi cate on compliance with the conditions of corporate governance as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), is at Annexure -1 of this report. 11. Management’s Discussion & Analysis Report: Management’s Discussion and Analysis Report under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) 2015 is at Annexure -2 of this report. 12. Internal control system: The details of internal control system and its adequacy are included in the above Management Discussion & Analysis Report. 13. Risk Management Policy: The Board of directors has adopted a Risk Management Policy which clearly identifi es, defi nes and assesses its risk management plan for the Company and a brief outline is given in the Management Discussion

14 WESTERN INDIA SHIPYARD LIMITED

and Analysis Report. The Company’s Senior Management reports periodically on the principal risks and uncertainties that may impact the Company’s business and initiates /adopts risk mitigation measures as advised by the Board. 14. Secretarial Audit Report The Secretarial Audit Report of Ms. Kala Agarwal, Practicing Company Secretary for the fi nancial year 2015- 16 was received. The Board noted that there were prolonged intrruptions of ship repair business, suspension of ship repair activities and labour unrest during the review period. The statutory registers, books of accounts and other documents were not readily available as access to the same were not given by the work force. The Board noted the observations and the assurance of the Management that the compliances will be made during FY 2016-17 as per the provisions of the Companies Act, 2013 and rules thereunder. The Company’s shares were also suspended by BSE for non compliances. The Report is at Annexure -3 of this report. 15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The information under Sec. 134(3)(m) of the Companies Act read with Rule 8(3) of he Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo, is at Annexure - 4 of this report. 16. Particulars of Remuneration and other details: The particulars of remuneration and other details required under Sec. 197(12)) of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 and the names and details of employees drawing remuneration in excess of the limits set out in the said rules is at Annexure -5 of this report. 17. Annual Return The extract of the Annual Return for the Financial year ended March 31st, 2016 as required under Sec. 92 (3) of the Companies Act, 2013 read with the Companies (Management & Administration) Rules 2014 is at Annexure - 6 of this report. 18. Contracts and Arrangements with Related Parties: Particulars of contracts or arrangements with related parties referred to in Sec. 188 of the Company’s Act, 2013, if any, are given in Form AOC-2 at Annexure-7 of this report. 19. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments covered under Sec. 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules 2014, are given in the Note No. 31 to the audited fi nancial statements. The Company has not granted loans, given guarantees or provided security during the year under the provisions of Sec. 186 of the Companies Act, 2013. 20. Corporate Social Responsibility (CSR): The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 do not apply as the Company did not have a net worth of Rs. 500 crore or more or turnover of Rs. 1000 crore or more or net profi t of Rs. 5 crore or more during the year. 21. Directors’ Responsibility Statement: Your Directors state that: (a) in the preparation of the annual accounts for the year ended March 31, 2016, 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) they 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 at March 31, 2016 and of the profi t of the Company for the year ended on that date;

15 24TH ANNUAL REPORT 2015-16

(c) they have taken proper and suffi cient 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) they have prepared the annual accounts on a ‘going concern’ basis; (e) they have laid down internal fi nancial controls to be followed by the Company and that such internal fi nancial controls are adequate and are operating effectively; and (f) hey have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 22. Auditors: M/s. V. V. Kale & Co., Chartered Accountants, (Firm Registration No. 000897N) has completed 10 continuous years as independent auditor. The fi rm has been appointed as Auditor of the Company from the conclusion of the 24th AGM till the conclusion of the 25th AGM. The auditor has certifi ed that it is eligible for re-appointment for the year 2016-17 pursuant to Section 139 and 142 of the Companies Act, 2013 and rules. The Auditors have made qualifi cations/matters of emphasis on the fi nancial statements for FY 2015-16 and the explanations of the Management are as follows: (a) Carrying value of the fi xed assets and capitalized works in progress: The Management is of the opinion that the recoverable amount of assets within the meaning of Accounting Standards - 28 is more than their carrying value and as such no amount needs to be recognised in the fi nancial statements for impairment loss. Further, the assets are not obsolete or likely to deteriorate or loose value in such duration. The Company is striving to resume operations shortly and hence no provision is required to be made as the suspension of shiprepairs is only temporary in nature. (b) Loans and advances and receivables from related parties: All loans, advances and receivables are to operating entities possessing corresponding value even though these are pending for several years. Such loans and advances are also interest free and there is no stipulation of repayment date and hence prima facie the terms and conditions are prejudicial to the interest of the Company. The Management is of the opinion that no provisions are required considering that these entities are related parties and hence the balances are considered good and recoverable. The charging of interest is not expedient considering the relationship of the Company with the parties. The Management is taking steps to recover the same. (c) Going concern: The Company has defaulted in the repayment to loans to its bankers. The Company has suspended its shiprepair business. Further there are a number of litigation cases before the judicial authorities seeking reliefs as per law. The Company has suffered recurring losses and its net worth has eroded. However, the Management is of the fi rm view that the Company continues to be a going concern as it has sizable value of fi xed assets, receivables, support from its banker and favourable government policies supporting shiprepair activities. (d) Matters of emphasis: (i) The Company has defaulted in the repayment of working capital term loans to its banker. The Management is seeking alliance from strategic investors in active consultation with the said lender for injection of funds to turnaround the Company and generate funds for repayment of the dues. (ii) The Bank confi rmation statements have not been received or reconciled. However, the Company has accounted for all the transactions based on material/evidence available with it. (iii) Legal proceedings by creditors/authorities: Management believes that this is a normal course of business and is dealing with the matter legally. (e) Other audit remarks: (i) Physical verifi cation of assets: The shipyard has been shut down for almost a year due to prolonged interruptions of shiprepair business and suspension of shiprepairs due to intense labour unrest.

16 WESTERN INDIA SHIPYARD LIMITED

Hence the physical verifi cation of the fi xed assets, capital works in progress ad inventory could not be carried out. The Company has obtained the valuation report of an independent agency of its assets. (ii) Updating of the Register u/s. 189 of the Companies Act, 2013: The update has been done. (iii) Delays and defaults in deposit of statutory dues: The delays and defaults are due to non-payment of dues by its debtors and poor shiprepair volumes due to business recession. The Management is endeavoring to deposit the said dues in installments. 23. Miscellaneous disclosures: (a) The Company is a subsidiary of ABG Shipyard Limited. It does not have any subsidiaries or joint ventures. (b) The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. (c) The Company has not issued shares with differential voting rights or sweat equity shares during the year. (d) The Company has adopted a Whistle Blowers Policy/Vigil Mechanism for directors and employees to report their concerns about unethical behavior or fraud to the Management as required by Sec. 177(9) of the Companies Act, 2013 read with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2013. However, no instances of fraud or other irregularities have been reported to the Audit Committee/Board during the year. (e) No signifi cant or material orders have been passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future. 24. Industrial Relations: The Company had made a representation to the Central Government to lay off its workmen in view of the need to repair the fl oating dry dock and other infrastructure during the present period of recession in the Shipping, Shipbuilding and Shiprepair Industry in India and the labour unrest which affected the shiprepair operations during the year. However, this was turned down. The Management had no other alternative and therefore issued a notice of suspension of the shiprepair business operations in end-September, 2016 until further notice. 25. Acknowledgements: Your Directors place on record their sincere appreciation for the assistance and cooperation received from ABG Shipyard Limited, and its Bankers, Suppliers, Contractors, the Central & State Government, the Mormugao Port Trust,

On Behalf of the Board

Sd/- Sd/- Dated: 06.10.2016 (Ashwani Kumar) Place: Mormugao, Goa. Independent Director Independent Director

17 24TH ANNUAL REPORT 2015-16

ANNEXURE-1 CORPORATE GOVERNANCE REPORT (As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd) Our Corporate Governance Philosophy: Your Company’s philosophy is that change is vital to achieve sustainable growth in a competitive environment like shiprepairs and for this the strong commitments to quality & productivity standards, time schedules and cost are essential. Your Company has set out its corporate vision to reach its business goals of Quality, Cost competiveness and Timely deliveries. The Company strives to achieve fairness to all stakeholders, customers, vendors, employees, investors, Government and Society. Your Company is also fi rmly committed to the principles of good business practices and stresses that its personnel should operate in a manner that has professional integrity, transparency and accountability at all levels. Your Board has approved various polices and practices to achieve the same. 1. Board Composition We believe that your Company must have a proper mix of executive and independent directors to maintain its independence and separate its functions of management and governance. The listing regulations require that for companies with regular non-executive chairman, at least one third of the board should be independent directors. As on March 31st, 2016, your company’s board consists of four non-executive members of which three are independent directors. The independent directors comprise 100% of the board strength. In the absence of a regular Chairman, one of the members of the Board acts as the Chairman of each meeting. The board has one woman director. The Company has not appointed a Whole Time Director or Chief Executive Offi cer or Manager as per Sec. 203 of the Companies Act, 2013 due to shortage of qualifi ed persons. The composition of the board is not in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to this extent. The Chairman of the meeting is responsible for promoting the integrity of the Board and ensures that the board works harmoniously for the long term benefi t of the Company in composition, governance, board evaluation and promoting effectiveness of the Board and its committees in fulfi lling its responsibilities. He presides over the meetings of the Board and the shareholders of the Company. The board also acts as the trustees and fi duciary of the Company’s assets and property. It looks approves the annual budgets, internal fi nancial controls, Board Policies, and reviews on quarterly basis the operational strategies and performance. The Whole Time director or Chief Executive Offi cer is responsible for day to day operations including marketing, planning and execution of business targets. Independent directors: The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 defi ne an ‘independent director’ as a person who is not a promoter or employee or one of the key management personnel of the Company. The law also state that the person should not have any pecuniary relationship or transaction with the company apart from receiving remuneration as an independent director. Every Independent director at the fi rst meeting of the Board in which he participates as a director and thereafter at the fi rst meeting of the Board in every fi nancial year, gives a declaration that he meets the criteria of independence as provided under Sec. 149(6) of the C.A. As per Schedule IV of the Companies Act, 2013. Board membership criteria: The Nomination and Remuneration Committee works with the entire Board to determine the appropriate characteristics, skills and experience for the Board as a whole and for individual members. The members are expected to possess criteria such as qualifi cations, experience, integrity and expertise in areas like technical, fi nancial, legal, ability to read & understand fi nancial statements, commitment to ethical values and absence of confl ict of interest with the Company, to enable them to effectively contribute to the Company’s growth. The age limit for the appointment of executive directors and independent directors is 70 years which can be increased by special resolution passed by the shareholders in general meeting. The Board has delegated the appointment of new members to the Nomination and Remuneration committee consisting of non-executive directors independent after following a screening and selection process.

18 WESTERN INDIA SHIPYARD LIMITED

Training of board members; New non-executive directors inducted on the board are introduced to the corporate culture through familiarization of the Company’s constitution like memorandum and articles of association, organizational structure, developments in the shipping and shiprepair industry, competition, budgets, business plans and strategies and performance reviews by interaction with the Company’s top management and auditors. The board members are expected to attend and effectively participate in every meeting of the board and/or the committee on which they have been appointed. Site visits to the shipyard is organized for the directors to enable them to understand the operations of the Company. The number of hours involved in such training is about 12 hours duration each during the year. Membership term: The term of offi ce of the independent directors is 5 years. The non-independent director retires at each Annual General Meeting (AGM) and being eligible offers himself for re-appointment. The term of offi ce of the executive director or chief executive offi cer is 3 years. The new member s appointed by the Board fi rst as an additional director liable to retire at the ensuing AGM and thereafter he is appointed as an independent or non-independent director by the shareholders at the Annual General Meeting. Board Evaluation: The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and Corporate Governance requirements as prescribed by the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, functioning, governance, etc. The performance of the committees was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as composition of the committee, effectiveness, etc. The board and the Nomination & Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as constructive and meaningful contribution of the director to the discussions. The chairman was also evaluated on the key aspects of his role. A separate meeting of the independent directors was also held and the performance of non-executive directors , board as a whole and performance of the Chairman was evaluated. The performance of the board and its committees was discussed at the board meeting held after the meeting of independent directors. The performance evaluation was done by the entire board excluding the individual director being evaluated. The board expressed satisfaction over the evaluation process. Board Policies: The Board has adopted the following Policies on its website under the heading ‘Investors’ namely: www.wisl.co.in: • Policy for selection and remuneration of directors, key management persons and other employees which formulates criteria for determining qualifi cations, competances, positive attributes, independence and remuneration for directors, key management persons and other persons. • Whistle Blower Policy including vigil mechanism for directors and employees to report concerns about unethical behaviour, fraud, violation of the company’s code of business conduct and ethics. • Policy on Insider Trading which deals with norms for trading in the shares of the company.. • Risk Management Policy. • Corporate Policy Statement on Investor Relations which provide clear guidelines and procedures for disclosing material information outside the company in order to provide accurate and timely communication to the shareholders. • Document Retention & Archival Policy which deals with the retention period and archival of corporate records of the company.

19 24TH ANNUAL REPORT 2015-16

Board membership and attendance: The composition of the Board, directorships as on March 31st, 2016 and Board attendance at the AGM are as follows:

Name of Director Category Attendance No. of Directorships, Committee membership & Chairmanship (other than WISL) Board AGM Directorships Committee membership Chairmanship Shri. Ashwani Kumar I, NE 4 Yes 2 3 - Shri. A. K. Agarwal NI, NE 3 No 7 - - Shri. Ravi V. Nevatia I, NE 3 No 1 - - (from 30.06.2015) Smt. Rajani Podar I, NE 4 No 1 - - (from 30.06.2015) *Smt. Rajani Podar I, NE 1 No 1 3 - (from 30.06.2015) *Shri. Ashok R. Chit- NI, E 3 Yes - - - nis (upto 30.06..2015) Note: I – Independent, NI – Non-Independent, E – Executive, NE – Non-Executive, * Part of the year. 2. Board meetings and process: The Board held 4 meetings during the year on 30.06.2015, 11.08.2015, 04.11.2015 and 11.02.2016. Notice of Board/ Committee meetings are given at least 15 days in advance. The Company Secretary prepares the notice and the agenda, in consultation with the Chief Financial Offi cer of the Company and circulates the same to the Directors in advance. Every Director can suggest the inclusion of additional items in the agenda. The Board meetings are held at least once in every quarter to review the quarterly results and other items on the agenda Additional meetings are held whenever necessary. The draft minutes are submitted to the members of the Board for suggestions and thereafter the same is signed by the Chairman of the meeting. Availability of information for board members: The Board of Directors has unrestricted access to the information within the Company. At board meetings managers who can provide additional information into the agenda items are invited. The information provided include the following:– • Annual operating plans and Capital budgets and any updates. • Annual/Half-yearly and Quarterly fi nancial results for the Company and its operations. • Minutes of meetings of audit, nomination & remuneration and stakeholders relationship committee and circular resolutions passed. • General notice of interest received from directors • Information on recruitment of senior executives if any. • Materially important litigation, show cause, demand, prosecution and penalty notices. • Fatal or serious accidents, dangerous occurrences, any material effl uent or pollution problems. • Any material default in fi nancial obligations to and by the company, or substantial non-payment for goods sold by the company. • Issues involving public or product liability claims of substantial nature, if any. • Any joint venture, acquisition or collaboration agreements, if any. • Transactions that involve substantial payments towards goodwill, brand equity or intellectual property, if any. • Signifi cant development in Human Resources/ Industrial Relations front like signing of wage agreement, Voluntary Retirement Scheme, etc.

20 WESTERN INDIA SHIPYARD LIMITED

• Sale of material nature of investments or assets which are not in the normal course of business. • Details of foreign exchange exposure & steps taken to limit risk of adverse exchange ﬂ uctuations. • Non-compliance of any regulatory, statutory nature or listing requirements and shareholders services such as delay in share transfers, demat, etc. • Quarterly compliance reports and investor grievance reports • Discussions with independent directors. Independent directors meeting: The Independent directors of the Company held one meeting on 04.11.2015 without the presence of non- independent directors or members of the management. The meeting reviewed the performance of the non- independent directors and the board as a whole and the performance of the Chairman of the meetings. And took into consideration the views of the non-executive directors and the with regard to the quality, quantity and timeliness of the ﬂ ow of the information between the Management and the Board for it to be effective in the performance of its duties as required by Schedule IV of the Companies Act, 2013. 3. Board Committees: The Board has 3 Committees namely, the Audit Committee, the Nomination & Remuneration Committee & the Stakeholders Relationship Committee. The quorum for meetings is either two members or one-third of the total number of members whichever is higher. (1) Audit Committee Composition and attendance: The Audit Committee consists of 3 directors with majority being independent directors. The Company Secretary is the Secretary of the Committee.

Name Position No. of meetings % of attended attendance Shri. Ashwani Kumar I, NE, Chairman 4 100 Shri. A. K. Agarwal (upto 06.10.2016) NI, NE 3 75 *Shri. Ravi V. Nevatia (from 30.06.2015) I, NE 3 75 *Shri. Ashok R. Chitnis (upto 30.06.2015) I, NE 1 25 Note: I- Independent NI – Non-Independent, E – Executive, NE- Non-Executive * Part of the year Meetings: The Audit Committee monitors and provides effective supervision of the Management’s fi nancial reporting process and the disclosure of its fi nancial information, ensures timely and accurate disclosures with transparency, integrity and quality of fi nancial reporting and oversees the work of the internal and independent auditors. The committee selects, evaluate and may change the independent auditor if necessary in accordance with law. The Committee held four (4) meetings during the year on 30.06.2015, 11.08.2015, 04.11.2015 and 11.02.2016. All the recommendations of the Audit committee were accepted by the Board. The Company has complied with regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Based on the discussions with the Management and the independent auditors, the Committee recommended the following to the Board during the year: • The quarterly unaudited fi nancial results for the quarter ended 30.06.2015, 30.09.2015, 31.12.2015 and 31.03.2016. • The audited fi nancial statements of the Company for the year ended March 31st, 2016 be accepted by the Board of the true and fair statement of the fi nancial status of the Company.

21 24TH ANNUAL REPORT 2015-16

• The appointment of M/s. V. V. Kale & Co., Chartered Accountants as independent auditors of the company from the conclusion of this AGM to the conclusion of the next AGM on the basis of the consent letter received from them.

• The appointment of M/s. Kala Agarwal as Secretarial Auditor of the Company for the ﬁ scal year ending March 31st, 2017 as prescribed under Sec. 204 and other applicable provisions of the Companies Act, 2013.

• The Company has approved a Whistle Blower Policy including a vigil mechanism for directors and employees to report concerns about unethical behaviour, fraud, violation of the Code of conduct and ethics, including safeguards for possible victimization of employees who may avail of such mechanism and allow access to the Chairman of the audit committee in exceptional cases. No concerns or unethical behaviour were reported to the Audit Committee.

(2) Nomination & Remuneration Committee:

Composition and attendance:

The Committee consists of 3 independent directors. The Committee reviews and recommends to the Board the terms and conditions of service and the remuneration package payable to the Executive Director, the Senior Management and the employees of the Company. The composition of this Committee is as under:

Name Position No. of meetings attended % of attendance Shri. Ashwani Kumar, Chairman I, NE 1 100 Shri. A. K. Agarwal (upto 06.10.2016) NI, NE 1 100 *Shri. Ravi V. Nevatia (From 30.06.2015) I, NE 1 100

Note: I- Independent, NI - Non-Independent, E - Executive, NE- Non-Executive. * Part of the year

Meetings:

The Committee identifi es and makes recommendations to the Board on suitable persons for nomination for elections in case of board vacancies or re-elections as directors, managerial remuneration for Whole-time Director & CEO, Key Management Personnel & Senior management, based on performance and defi ned assessment criteria, including employee agreements, severance pay and other settlements. The Committee held one meeting during the year on 30.06.2015. The Committee ratifi ed the appointment of Shri. Anil R. Rao as Yard Head on contract basis for one year to manage the day to day ship repair operations of the Company. The Committee nominated two directors for appointment by the Board as independent directors subject to the approval of the shareholders by special resolution.

Remuneration Policy:

The Company has a Remuneration Policy which is subject to overall ceilings stipulated under Sections 196, 197 and 198 read with Schedule V of the Companies Act, 2013 and approval of the shareholders and the Central Government, as applicable. Further, the Board has adopted the Policy for Performance Evaluation of the Independent and Non-Independent Directors, Board and Committees which is available of the Company website: www.wisl.co.in. Remuneration of Directors for the year ended 31.03.2016:

Name Position Salary Commission Gross Sitting Fees Total (`) (`) (`) (`) Shri. Ashwani Kumar I, NE Nil Nil 48000 48000 Shri. A. K. Agarwal NI, NE Nil Nil Nil Nil

22 WESTERN INDIA SHIPYARD LIMITED

*Shri. Ravi. Nevatia I, NE Nil Nil 24000 24000 (from 30.06.2015) *Smt. Rajani Podar I, NE Nil Nil Nil Nil (from 30.06.2015) *Shri. Ashok Chitnis I, NE Nil Nil 12000 12000 (upto 30.06.2015) Notes: (a) I - Independent, NI - Non-Independent, E - Executive, NE - Non-Executive, *Part of the year. Details of shares of the Company held by Directors as on 31.03.2016: Nil (3) Stakeholders Relationship Committee: Composition and attendance: The Stakeholders’ Relationship Committee held 3 meetings during the year on 30.06.2015, 11.08.2015 and 04.11.2015. The Committee consists of a non-executive non-independent director as under:

Name Position No. of meetings attended Shri. A. K. Agarwal, Chairman (upto 06.10.2016) NI, NE 1 Note: NI - Non- Independent, NE- Non-Executive. Terms of reference: The Committee noted the status of grievances of the security holders such as creation, modifi cation and satisfaction of charges/ loans, shareholder issues such as transfers, transmissions, demat of physical certifi cates, non-receipt of annual reports, delay in demat. Shri. J. C. F. Sequeira, Company Secretary is the Compliance Offi cer. Managements review and responsibility: The Nomination and Remuneration Committee reviews the Management’s performance, remuneration and service conditions on annual basis in consultation with the CEO/CFO of the Company. No annual review was made during the year. 4. Name, Designation and Address of the Compliance Offi cer: Shri. Gururaj Retrekar, Dy. General Manager, Western India Shipyard Limited, (Registered Offi ce and Shipyard) Post Box No. 21, Mormugao Harbour, Mormugao, Goa – 403 803. Phone: 0091 832 2520252–57. Fax: 0091 832 2520258. E-mail: [email protected] /[email protected] Website: www.wisl.co.in 5. Details of Investor Complaints received & resolved during FY ended 31.03.2016:

Type Received Resolved Pending SEBI Scores 3 0 3 BSE Nil Nil Nil ROC 1 1 Nil Others Nil Nil Nil Total 4 1 3

23 24TH ANNUAL REPORT 2015-16

6. General Body Meetings: (i) Date, time and venue of the last three Annual General Meetings.

Year Date Time Venue 2012-13 21.09.2013 11.00 a.m Mormugao Harbour, Mormugao, Goa – 403 803 2013-14 20.09.2014 11.00 a.m -do- 2014-15 24.09.2015 11.00 a.m. -do- (ii) Special Resolutions passed in General Meetings:

Date of Meeting Subject matter of Special Resolution/s 21.09.2013 Cdr. S. K. Mutreja (Retd.) was re-appointed as the Whole Time Director and Chief Executive Offi cer of the Company on fi xed terms & conditions for a period of 3 years w.e.f.17.07.2013. 20.09.2014 (a) Shri. Ashwani Kumar and Shri. Ashok Chitnis have been appointed as Independent directors for a term of 5 years. (b) Company was granted power to mortgage /charge the assets of the Company upto a limit of Rs. 300 crore with interest and other charges u/s. 180 (1) (a) of the Companies Act, 2013. (c) Company was granted borrowing powers upto a limit of Rs. 300 crore above the issued and paid up share capital u/s. 180 (1) (c) of the Companies Act, 2013. 24.09.2015 Shri. Ravi. V. Nevatia and Smt. Rajani Podar have been appointed as Independent directors for a term of 5 years. 7. Risk Management: The Company has a Risk Management Policy including the identifi cation of the elements of risk and risk mitigation measures, which may threaten the existence of the Company. The Management reviews the same at periodical intervals to control the risk with a properly defi ned framework. 8. Code of Conduct & Procedure for Prevention of Insider Trading in shares of the Company The Company has a Code of Conduct and Procedure for Prevention of Insider Trading in shares of the Company. The Code prohibits the purchase or sale of shares of the Company by Directors, employees of the Company and their relatives while in possession of the Company’s unpublished price sensitive information during the closure of Trading Windows. 9. Disclosures: i. Materially signifi cant Related Party transactions: There are no materially signifi cant related party transactions, monetary transactions or relationships between the Company and directors, the Management, holding company and associates or relatives. The information on materially signifi cant related party transactions is given in Form AOC-2 annexed to the Director’s Report. ii. Code of Business Conduct & Ethics: The Company has a Code of Business Conduct & Ethics for Directors and Senior Management of the Company in term of Sec. 149(8) read with Schedule IV of the Companies Act, 2013 provide a framework for making ethical business decisions in the course of business, to establish the importance of exercising sound, ethical judgment and to recognize the shared values with its customers, stakeholders, employees, suppliers and other third parties with whom it does business. The principles outlined in the Code refl ect the fundamental values of fairness and integrity that are part of daily life. The same has been put on the Company’s website at www.wisl.co.in. iii. Vigil Mechanism & Whistle Blower Policy: The Company has a Vigil Mechanism which includes a Whistle Blower policy in terms of Sec. 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of

24 WESTERN INDIA SHIPYARD LIMITED

the Companies (Meetings of the Board and its Powers) Rules, 2014. The policy provides for directors and employees of the Company to report their genuine concerns to the Senior Management or to have direct access to the Chairman of the Audit Committee and safeguards them against any victimization. The same is accessible on the Company’s website: www.wisl.co.in. iv. Compliances: The Statutory or Regulatory Authorities have not imposed any penalties or strictures on the Company for non-compliance on any matter related to capital markets during the last 3 years ended upto 31.03.2016. 10. Shareholders Communications: The Company’s quarterly, half yearly and annual results are regularly displayed on the BSE website namely: www.corpfi ling.co.in where the Company’s shares are listed, and on the Company’s web site www.wisl. co.in for the information of investors. The said results are also published in the Economic Times and Navhind Times/Herald. The offi cial news releases are also displayed at the same websites for the information of investors. 11. General Shareholders’ Information: (i) Annual General Meeting: Date & time : 31.12.2016 at 3.00 p.m. Venue : Vasco Residency, GTDC Tourist Hostel, Off Swatantra Path, Vasco-da-gama, Goa- 403802 (ii) Financial Reporting Calendar: Quarter ending June 30, 2016 : Mid-Aug. 2016 Quarter ending September 30, 2016 : Mid-Nov. 2016 Quarter ending December 31, 2016 : Mid-Feb. 2017 Quarter ending March 31, 2017 : Mid-May, 2017 (iii) Book Closure : 22.12.2016 to 31.12.2016 (both days inclusive) (iv) Dividend payment date : Not applicable (v) Principal Stock Exchange : The Company’s shares are listed on the Bombay Stock Exchange (BSE) which is the Principal Stock Exchange having a nationwide trading platform. The offi ce of the Bombay Stock Exchange Ltd, is at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. The Company’s Stock Code is: WESTE/531217. The Company has paid the listing fees to BSE for FY 2015-16. The Company has delisted from the Stock Exchanges at Ahmedabad, Delhi, Kolkata and Madras as per the special resolution passed by its shareholders, as the shares are thinly and infrequently traded on these exchanges. (vi) Share Price Movement and its comparison with BSE Sensex:

Month WISL High ( ) WISL Low ( ) BSE Sensex High ( ) BSE Sensex Low ( ) Apr-15 3.55 2.71 29095 26898 May-15 2.97 2.33 28071 26424 Jun-15 3.32 2.01 27969 26307 Jul-15 3.14 2.51 28578 27416 Aug-15 3.00 1.65 28418 25298 Sep-15 2.30 1.77 26472 24834 Oct-15 2.53 1.82 27618 26169

25 24TH ANNUAL REPORT 2015-16

Nov-15 2.50 1.85 26824 25451 Dec-15 3.43 2.08 26256 24868 Jan-16 4.45 2.79 26197 23840 Feb-16 3.13 2.31 25002 22495 Mar-16 2.89 2.45 25480 23133 (vii) Registrars : Link Intime (India) Pvt. Limited, Registrars, C – 13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 072. Phone No.: 91-22-25946970. Fax.91-22-25946969; E-mail: [email protected]. (viii) Share Transfer System: The Company’s physical shares are lodged with the Company for transfer. Thereafter these are dematerialized and informed to the Depository Participants (DPs) & Registrars at regular intervals of not more than 15 days. Shares held in the dematerialized form are electronically traded by Depository Participants. The details of share transfers/transmissions/grievances are informed to the Stakeholders Committee at quarterly intervals. (ix) Dematerialization of shares: As on 31st March 2016, ______equity shares of the Company representing ____% of the issued and paid up share capital are held in demat form as under:

Description ISIN No. Depositories Fully paid INE382C01028 National Securities Depository Ltd (NSDL) Trade World, A Wing, 4th ﬂ oor, Kamala Mills Compound, Lower Parel, Mumbai - 400013 Fully paid INE382C01028 Central Depository Services (India) Ltd. (CDSL) Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Street, Fort, Mumbai - 400 023 The Company has paid the depositories fees for FY 2015-16. (x) Distribution of Shareholding as on 31.03.2016:

Nominal Value of Number of % of share Number of % of share- shareholding ( in ) Shareholders holders shares held holding. 1 - 5000 46874 91.43 13855385 4.74 5001 – 10000 1983 3.87 6924581 2.35 10001 – 20000 1201 2.34 7163037 2.43 20001 – 30000 341 0.67 4057902 1.38 30001 – 40000 198 0.39 2704595 0.92 40001 – 50000 220 0.43 3284264 1.11 50001 –100000 221 0.43 6166202 2.09 100001 & above 230 0.45 250388124 84.98 Total 51268 100.00 294644090 100.00

26 WESTERN INDIA SHIPYARD LIMITED

(xi) Outstanding ADRs /GDRs /Warrants or any convertible instruments: The Company has not issued any ADRs /GDRs /Warrants or any convertible instruments. (xii) Shareholding Pattern as on March 31, 2016:

Code Category of shareholder No. of share No. of shares As % age holders (A+B) (A) Shares held by Promoter/ Promoter Group (a) Indian 2 156586408 53.15 (b) Foreign - - - Total Shares held by Promoter/ Promoter Group 2 156586408 53.15 (B) Public Shareholding (a) Institutions 5 38986196 13.23 (b) Non-institutions 51261 99071486 33.62 Total Public Shareholding 51266 138057682 46.85 TOTAL (A) + (B) 51268 294644090 100.00 Notes: For deﬁ nitions of Promoter Shareholding, Promoter Group and Public Shareholding, please refer to Clause 40A of Listing Agreement. (xiii) Shareholders with more than 1% shareholding as on March 31, 2016:

Name of the shareholder No. of shares Percentage ABG Shipyard Limited 156586438 53.14 ICICI Bank Limited 11441496 3.88 State Bank of India 9120000 3.10 Stressed Assets Stabilization Fund 8016600 2.72 Bank of India 6687600 2.27 PFS Shipping India Ltd. 5286000 1.79 Administrator of Speciﬁ ed Undertaking of UTI 3720500 1.26 Suresh K. Jajoo 3700000 1.26 (xiv) Details of unclaimed shares issued pursuant to Initial Public Offer (IPO) pursuant to clause 5A of the Listing Agreement:

Sl. Particulars Cases No. of Shares (a) Aggregate number of shareholders and the outstanding shares 292 90350 lying in the Unclaimed Suspense Account at the beginning of the year namely, 01.04.2014. (b) Number of shareholders who approached the Company for -- transfer of shares from the Unclaimed Suspense Account during the year. (c) Number of shareholders to whom shares were transferred -- from the Unclaimed Suspense Account during the year. (d) Aggregate number of shareholders and the outstanding shares 292 90350 lying in the Unclaimed Suspense Account as at 31.03.2015. Note: The voting rights on the shares shall remain frozen until the rightful owner claims the shares. As per clause 5A (II) of the Listing Agreement, the Company has sent 3 reminders to the shareholders to claim the shares which are transferred to the “Unclaimed Suspense Account”.

27 24TH ANNUAL REPORT 2015-16

(xv) Registered Offi ce & Shipyard: Western India Shipyard Limited Post Box No. 21, Mormugao Harbour, Mormugao, Goa – 403 803. Phone: 0091 832 2520252–57. Fax: 0091 832 2520258. E-mail: [email protected]. Website: www.wisl.co.in (a) CFO Certifi cation: The Chief Financial Offi cer (CFO) of the Company gives an annual certifi cation on fi nancial reporting and internal controls to the Board. The CFO also gives quarterly certifi cation on fi nancial results while placing the fi nancial results before the Board. The annual certifi cate of the Chief Financial Offi cer is published in this Report. (b) Compliance Certifi cate of the Auditors: The annual Certifi cate from the Company’s Auditors, M/s. V. V. Kale & Co, confi rming compliance with the conditions of Corporate Governance as stipulated is attached to this Report.

On Behalf of the Board

Sd/- Sd/- Dated: 06.10.2016 (Ashwani Kumar) Place: Mormugao, Goa. Independent Director Independent Director

CODE OF CONDUCT DECLARATION As provided under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Board of Directors and the Senior Management personnel have conﬁ rmed compliance with the Code of Conduct for the year ended March 31st, 2016.

Sd/- Place: Mumbai S. Muthuswamy Date: 06.10.2016 Chief Financial Ofﬁ cer

28 WESTERN INDIA SHIPYARD LIMITED

CFO COMPLIANCE CERTIFICATE [Pursuant to Regulation 17 (8) of the SEBI (LODR) Regulations, 2015

To, The Board of Directors of Western India Shipyard Limited I/we have reviewed the Financial Statements, read with the Cash flow Statement of Western India Shipyard Limited for the year ended March 31, 2016 & to the best of our knowledge and belief, we certify 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 together present a true and fair view of the Company’s Affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Company’s code of conduct. 3. We accept the responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies. 4. We have indicated to the Auditors and the Audit Committee: (a) The significant changes in the internal controls over financial reporting during the year. (b) The significant changes in accounting policies during the year and that the same have been disclosed in the Notes to the Financial Statements; and (c) That there is no instance of significant fraud of which we are aware and no involvement therein of the management or an employee having a significant role in the Company’s internal control system over financial reporting.

Sd/- Place: Mumbai S. Muthuswamy Date: 06.10.2016 Chief Financial Offi cer AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE To, The Members of Western India Shipyard Limited We have examined the compliance of conditions of Corporate Governance by Western India Shipyard Limited, for the year ended on March 31, 2016 as stipulated in Chapter IV of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”) and Clause 49 of Listing Agreement of the said Company with the Stock Exchange. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the fi nancial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Chapter IV of the said SEBI Regulations, and clause 49 of the said Listing Agreement. We state that such compliance is neither an assurance as to the future viability of the Company nor the effi ciency or effectiveness with which the Management has conducted the affairs of the Company.

For V. V. Kale & Co. Chartered Accountants (Firm Regn. No. 000897N ) Sd/- Place: Mumbai Vijay V. Kale Dated: 06.10.2016 Partner (Membership No. 080821)

29 24TH ANNUAL REPORT 2015-16

ANNEXURE-2 MANAGEMENT DISCUSSION AND ANALYSIS REPORT I. Industry Structure and Developments: India has a long coastline of 7517 km with about 200 ports spread over the east and west coast of India. About 95% of India’s trade by volume and 70% by value are transported by sea. As per the Report of the D.G. Shipping, Quarterly ended 31.12.2013, the size of the Indian merchant shipping fl eet is about 1200 vessels of 15.18 mn DWT (10.38 mn GT) as on 31.12.2013 consisting of 836 coastal vessels and 364 overseas vessels of Indian fl ag. The Shipping Industry continues to be one of the world’s most effi cient and cheapest means of transportation. The Shipping Industry in India is regulated by the Merchant Shipping Act, 1958. As the Industry is of national importance, it has been included in the Schedule -1 of the Industries (Development & Regulation) Act, 1951 as amended. The Central Government is seeking to develop the Shipping sector in the following ways: (i) Policy Press Note for Ship Repair Units (1990 Series): -The Central Government extends continuous support to the Shipping Industry of adequate number of modern shipyards, shiprepair infrastructure and technology for the periodical repairs and maintenance required by them under the maritime regulations. The Ministry of Shipping has therefore issued a Policy Press Note (1990 Series) dated 10.10.1990 for “Promotional measures and concessions for Indian Shiprepair Units” extending various concessions and duty exemptions such as customs and central excise duty. The Central Government has so far registered about 35 Ship Repair Units in India. (ii) Draft Indian Ports (Consolidated) Bill, 2011: The Central Government, Ministry of Shipping has put up for public comments the Indian Ports (Consolidated) Bill, 2011 to replace The Indian Ports Act, 1908 and The Major Ports Act, 1963, with a view to simplify and streamline the port regulations in India, covering 200 major and non-major ports. The new Act will replace the Tariff Authority of Major Ports (TAMP) by the Port Regulatory Authority and corporatize the Port Trusts. This is a welcome step for the Ship Repair Industry which are port based. (iii) The Maritime Agenda 2010-20: The Central Government, Ministry of Shipping has also released its Maritime Agenda 2010-20 in January, 2011 which has a signifi cant long term impact on the Indian Maritime Industry as it seeks: (i) to improve the facilities for the 12 major ports and 187 minor ports in India through massive investment of Rs. 2,87,000 crore through the PPP route to ensure higher growth in sea bourn traffi c at ports (ii) to increase the drafts in major ports to not less than 14 metres to cater to the larger vessels (iii) proposes to continue the shipbuilding subsidy and grant the Infrastructure Industry status to Shipbuilders and Shiprepair units to achieve an ambitious target of 5% as India’s share in the global shipbuilding market by 2020 (iii) development of coastal trade for lower cost benefi t. (iv) Taxation Benefi ts: The Central Government has proposed a measure of relief to the Shipbuilding Industry in the Budget 2013 exempting vessels from excise duty. Consequently, there will be no countervailing duty on imported ships and vessels. The Central Government had introduced the Negative List w.e.f. 01.07.2012, granting exemption to service providers for repair of vessels in the nature of manufacture under the provisions of the Central Excise Rules or the vessels belong to the Government like Navy and Coast Guard vessels. II. Company Overview The Major Ports Act, 1963 requires every port to have a shiprepair and dry dock facility for vessels calling at the ports. As the Mormugao Port Trust (MoPT) has no ship repair and dry dock facility of its own, your Company was invited by tender to set up a composite shiprepair and dry dock facility in the Mormugao Port under a 25 year license agreement dated 05.04.1993. Your Company pays the Port the annual license fees, hire of port water area and use of port services like tugs and pilots for vessel movements. Your Company operates a modern composite shiprepair yard at berth Nos. 1, 2, 3 and 4(part) under a license agreement dated 05.04.1993 for a period of 25 years with the Mormugao Port Trust at Mormugao Harbour, Goa. The Company has installed Shiprepair facilities consisting of a Floating Dry Dock of 60,000 DWT, 4 wet repair berths, portal rail cranes of 35T, 50T & 70T mobile crane, power sub-station, heavy duty workshops, fabrication centers, etc. Your Company has repaired about 14 Oil Rigs and over 585 vessels of all types at its shipyard. Your Company is a factory registered under the Factories Act, 1948 and a Ship Repair Unit (“SRU”) registered with D. G. Shipping, Government of India. Your Company carries on manufacture, repair, refurbishment, renovation and replacement of various ship parts like hull/deck sections, steel structurals, navigational equipment, ship engines, crew accommodation, deck equipment, communication equipment, air conditioning and ducting, electrical and mechanical equipment, surface treatment and anti-rust cathode protection, ship tanks, valve and pipeline repairs. These measures enhance the life, safety, operating performance and value of the vessels. 30 WESTERN INDIA SHIPYARD LIMITED

The Company repairs cargo vessels, tankers, product carriers, passenger vessels, offshore support vessels, dredgers, port craft, fi shing trawlers, vessels of the Indian Navy/Coast Guard and Offshore Oil Rigs. Your Company is a subsidiary of ABG Shipyard Limited and enjoys continuous access to its technical, marketing and fi nancial support. III. Company Strategy Your Company has formulated a strategy for achieving a sustainable long term growth based on its core strengths and opportunities as under: (a) Commercial shiprepairs: Your Company is a recognised market leader in dry dock repairs which are based on inspection and assessment of the repair volumes, cost estimates and timely deliveries. It has repaired over 585 vessels at its facilities at Mormugao, Goa with repeat orders from established fl eet owners like DCI, SCI, PFS Shipping. Essar, Reliance, ONGC, etc. Its fl oating dry dock infrastructure operates at full capacity year round. Your Company has submitted a proposal to MPT to install a 2nd fl oating dry dock for repair of smaller vessels at its existing facilities at Mormugao Port with a view to increase repair volumes, productivity and profi tability. (b) Indian Navy and Coast Guard vessels: The Shiprepair sector is cyclic and dependent on bulk cargo like coal, iron ore, fuel and grain. Due to recessionary conditions in the repair of cargo vessels, the Company has concentrated on repair of non-cargo vessels from the defense sector dominated by the Indian Navy and Coast Guard. The Indian Navy has about 171 vessels on active duty and 36 vessels under construction engaged in protecting the sovereignty and security of the Nation and its maritime assets. Each year the budgetary outlay for defence are being constantly hiked for this purpose. Your Company expects that repair of naval vessels will continue to be given priority in Indian shipyards in view of the need for extensive repair and modernization of the naval fl eet in the coming years, involving large repair revenues. (c) Deep water Oil Rigs: The demand for petroleum and liquid fuel is expected to reach 95 million barrels per day (bpd) by 2030 from the current level of 84 mn bpd. Investment in the Gas & Offshore Industry is expected to increase to USD 45 billion in 2011. Due to increasing oil demand, the National Oil Companies have started developing offshore assets to meet the oil and Gas demands. Rising crude oil prices and cuts on Middle East oil production will eventually lead to greater oil exploration activity and offshore assets in India. It is estimated that over 75% of the Oil Rigs are of 1985 vintage and will have to be repaired /replaced in the coming years. Your Company has established itself as a reliable unit for composite repairs of Deep water Jack Up Oil rigs (13 nos.) with access to large water front area and expects business from this sector to be highly profi table, assured and continuous. Your Company caters to good clients like Transocean, Nobel, Sedco Forex, Jindal Drilling, Aban Offshore and ONGC. IV. Segment-wise/product-wise performance: During the year, your Company operated only in the Shiprepair segment. No ship building was undertaken. V. Outlook for Shiprepairs in India: The Global Shipbuilding and Ship repair Industry is growing at a compounded annual growth rate (CAGR) of about 24 per cent and is likely to reach 14 lakh crore by 2015-16 owing to rising global sea borne trade. Against this, the Indian Shipbuilding and Ship repair Industry is growing at a CAGR of about 8 per cent and is likely to reach 9,200 crore from the current level of just over 7,310 crore [Source: ASSOCHAM Study Report]. Your Company is engaged in shiprepairs of older vessels upto 60,000 DWT, at Mormugao Port, Goa and has the advantages of excellent location on the west coast, close to the major sea bourn traffi c lanes and Bombay High Offshore oilfi elds, low labor costs, availability of skilled work force, use of port tugs and duty free imports for shiprepairs. Your Company expects an increase its shiprepair volumes and profi tability over the years in view of the mandatory maritime regulations for maintenance and safety of the vessels, restriction on marine pollution, etc. Your Company also expects an increase in Rig repairs orders in view of the New Exploration Licensing Policy (NELP) of the Ministry of Hydrocarbon, Government of India. Your Company is well equipped to meet the challenges through excellence in quality, cost competiveness, timely redeliveries, infrastructure & technical expertise. VI. Risks & Concerns: (i) Your Company has a 25 year license agreement for shiprepairs and shipbuilding w.e.f. 05.04.1993 with the Mormugao Port Trust. The Company may lose continuity of business if its request for extension of license period is rejected by the Port or the Central Government.

31 24TH ANNUAL REPORT 2015-16

(ii) The Company’s shipyard is totally dependent on the Port for pilots and tugs for movement of vessels to and from dry dock to jetties and berths. The Port is likely to withhold/delay such services for any breach of the provisions of the License agreement. (iii) The Company has represented to the Central Government to review/resolve the various disputes between the Company and the Port which is under the active consideration of the Ministry of Shipping, Government of India. (iv) There is continuous labour unrest over the last one year affecting the Company’s shiprepair operations forcing the Company to issue notice of suspension of shiprepair operations. (v) There are inherent risks in repair of older vessels where there are delays in re-delivery of vessels, disputes in work done, bill settlements & liquidated damages. (vi) The Shipping Industry continued to face recessionary conditions during the year. (vii) The Industry also suffers from severe working capital constraints. VII. Internal control systems and their adequacy Auditors report that the internal control systems were not working adequately and effectively during the review period with regard to timeliness of assessing information from the Company’s shipyard and reconciling the accounts. Further it is reported that the Company had no internal audit department to carry out internal audit and risk assessment functions and that the Company lacks Key Management Personnel such as Wholetime director and professionals in the Marketing, Commercial and Accounting Departments which may result in failure to comply with prevailing laws and regulations in a timely manner. However, the Management is of the opinion that the inadequacy and effectiveness of the Company’s internal control systems and procedures was mainly due to intense labour unrest during the review period, which prevented access and inspection of the statutory records by the auditors. The Management has initiated measures to appoint an Internal Auditor to carry out internal audit and risk assessment functions. The Management will also appoint the Key Management Personnel such as Wholetime director, Company Secretary and other professionals in the Marketing, Commercial and Accounting Departments during the current year to ensure compliance with the prevailing laws and regulations in a timely manner. VIII. Financial and Operating performance: The Company achieved total revenue of 723.31 lacs in FY 2015-16 as against 3409.63 lacs in the previous year. There was a net loss after tax of 3941.43 lacs for the year as against a net loss after tax of 3466.47 lacs in the previous year. The Company has repaired 5 vessel. IX. Material developments in human resources / industrial relations front. The Company has received the Charter of Demands for negotiations for the fresh wage settlement which ended on 30.09.2013, in terms of the Industrial Disputes Act, 1947. The same is under negotiations. The Company has also introduced a Voluntary Retirement Scheme (VRS) to rationalize its workforce. Due to continuous labour unrest, the Company has issued a notice of suspension of shiprepair operations in Sept. 2016. CAUTIONARY STATEMENT: The statements made in this Management Discussion & Analysis Report relating to the Company’s objectives, projections, expectations, estimates, etc. may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results may differ from such expectations. Important factors that inﬂ uence the Company’s operations such as working capital, raw material availability, prices, Government policy and regulations, taxes, economic developments in India and abroad, market competition, natural calamities and industrial relations.

On Behalf of the Board

Sd/- Sd/- Dated: 06.10.2016 (Ashwani Kumar) Place: Mormugao, Goa. Independent Director Independent Director

32 WESTERN INDIA SHIPYARD LIMITED

ANNEXURE 3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2016 [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, WESTERN INDIA SHIPYARD LIMITED P B NO 21, MORMUGAO HARBOUR, MORMUGAO, GOA- 403803. We have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by M/s WESTERN INDIA SHIPYARD LIMITED (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 WESTERN INDIA SHIPYARD LIMITED’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 31st March, 2016, 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 31st March, 2016, according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder: (ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iii) 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) Regulati ons, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (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) The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952. d) Payment of Gratuity Act, 1972. e) Payment Of Wages Act, 1936. f) Employees’ State Insurance Act, 1948. g) The Contract Labour (Regulation and Abolition) Act, 1970. h) The Maternity Benefi t Act, 1961. i) The Industrial Employment (Standing Orders) Act, 1946. j) The Apprentices Act, 1961.

33 24TH ANNUAL REPORT 2015-16

k) Equal Remuneration Act, 1976. l) The Employment Exchange (Compulsory Notifi cation of Vacancies) Act, 1956. m) Anti-Competitive Agreements. n) Abuse of Dominance. o) The Environment (Protection) Act. 1986. p) The Hazardous Wastes (Management, Handling And Transboundary Movement) Rules, 2008. q) The Water (Prevention & Control of Pollution) Act, 1974, [Read with Water (Prevention & Control of Pollution) Rules, 1975). r) The Air (Prevention & Control of Pollution) Act, 1981, [Read with the Air (Prevention & Control of Pollution) Rules, 1982. s) Customs Act, 1962. 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). 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) Audited Financial Results for the year ended 31st March, 2016 and Un-audited Financial Results for the quarter ended 30th June, 2015, 30th September, 2015 and 31st December, 2015 as required to be published in News Paper in compliance of the Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements),2015 (erstwhile Clause 41 of Listing Agreement) has not been published. 2) The Company has not fi led the shareholding pattern for the quarter ended 31st December, 2015 and 31st March, 2016 with the Stock Exchange as required under Regulation 31 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. 3) The Company has not yet submitted the Corporate Governance Report with the Stock Exchange as required under Regulation 27(1) of the SEBI (Listing Obligation and Disclosure Requirements),2015 (erstwhile Clause 49 of Listing Agreement) for each quarter ended 30th June, 2015, 30th September, 2015 and 31st December, 2015 and 31st March, 2016. 4) The Company has not yet submitted the statement of investor Complain with the Stock Exchange as required under regulation 13 (3) of the SEBI (Listing Obligation and Disclosure Requirements),2015 for each quarter ended 30th June, 2015, 30th September, 2015 and 31st December, 2015 and 31st March, 2016. 5) The Company has not yet submitted the Compliance Certifi cate certifying the maintenance of physical and electronic transfer facility with the stock exchange as required under Regulation 7(3) of the SEBI (Listing Obligation and Disclosure Requirements),2015. 6) The Company has not yet submitted the annual report as required under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements),2015 for the fi nancial year ended 31st March, 2015. 7) The Company has not yet submitted the Reconciliation of Share Capital Audit as required under Regulation 55A of SEBI Depositories and Participants) Regulations, 1996. 8) The Website of the Company is not updated. 9) The Company has not paid listing fees to the Stock Exchange for the fi nancial year 2015-16. 10) The Company has not fi led Form MGT-14 as required to be fi led in compliance with the provisions of Section 179 (3) of the Companies Act, 2013 for any Board Resolutions passed during the year under review, as applicable. 11) The Company has not maintained its Statutory Registers as per Provisions of the Companies Act, 2013 and Companies (Management & Administration) Rules 2014. 12) No meeting of Nomination & Remuneration Committee was held during the Audit period under review. 13) The Company has not yet furnished the details of the Audit Committee meetings as may be held for the quarter ended 31st December, 2015 and 31st March, 2016. 14) The details of the Form ADT-1 for Appointment of Auditors of the Company under section 139 of the Companies Act, 2013 is not verifi ed as the same has not been furnished for Secretarial audit. 15) The gap between two Board Meeting has exceeded 120 days for the meeting held on 30th June, 2015.

34 WESTERN INDIA SHIPYARD LIMITED

16) The details of the Form CHG-1 fi led by the Company and the details of the Register maintained by the Company is not verifi ed as the same has not furnished to us for Secretarial audit. 17) The details of the Board Meeting including minutes, attendance sheet and notice is not verifi ed as the same has not been furnished for Secretarial audit. 18) The Company has not yet furnished the notice of the Board Meeting as published in the newspaper. 19) The Company is not regular in intimating the stock exchange about the notice of the Board Meeting to be held by the Company as required under Regulation 29 of the SEBI (Listing Obligation and Disclosure Requirements), 2015. 20) The Company has not yet furnished the Declarations by the Directors in Form MBP-1 and DIR-8 as required to be maintained under provisions of Companies Act, 2013. 21) The Company has not yet furnished the declaration of independence from Independent Director as required to be maintained under provisions of Companies Act, 2013. 22) The Company has not yet provide us with the attendance details of the Company for the Annual General Meeting held for the Financial year ended 31st March, 2015. We further report that, 1. Subject to our reporting made vide Para No (1) and Para No (22) of this Report, 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. 2. 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, however there does not exist any system for seeking and obtaining further information and clarifi cations on the Agenda items before the meeting and for meaningful participation by the Board of Directors at the meeting. We further report that, as represented by the Company Offi cials the Company has complied with the above mentioned applicable laws, rules, regulations and guidelines; however we did not come across any system whether in existence for compliance of the applicable laws, rules, regulations and guidelines, we restrict our comments on this, subject to our observation recorded in this Para. 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. • The Company’s Shares are currently listed on the Bombay Stock Exchange Limited (BSE) being the Principal Stock Exchange. However, the Company had submitted the applications for de-listing from the Stock Exchanges at Ahmedabad, Delhi, Kolkata and Madras in the year 2004 as the shares were thinly and infrequently traded, pursuant to the special resolution passed by it’s the then shareholders. The de-listing is still pending. The Company has claimed refund of the security deposit of Rs. 35 lacs from Delhi Stock Exchange (DSE) against its public issue in 1995, which is still pending. • M/s. ABG Shipyard Limited being the Holding Company of Western India Shipyard Limited has Issued Equity Shares and/ or 0.01% Compulsorily Convertible Preference Shares (CCPS) to the CDR Lenders on preferential basis on conversion of Funded Interest Term Loan (FITL) and/or any further interest payable thereon passed through postal ballot as on 29th December 2014, pursuant to the provisions of Section 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and applicable provisions of SEBI (Issue of Capital Disclosure Requirements) Regulations, 2009.

Kala Agarwal Practising Company Secretary FCS No.: 5976 Place: Mumbai Date: 09th December, 2016

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

35 24TH ANNUAL REPORT 2015-16

‘Annexure A’

To, The Members, WESTERN INDIA SHIPYARD LIMITED P B NO 21, MORMUGAO HARBOUR, MORMUGAO, GOA- 403803. 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 reasonableassurance 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. Wherever 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.

Sd/- Kala Agarwal Practising Company Secretary FCS No.: 5976

Place : Mumbai Date: 09th December, 2016

36 WESTERN INDIA SHIPYARD LIMITED

ANNEXURE ‘4’ TO THE DIRECTORS’ REPORT: Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outfl ow required under Sec. 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.. (A) Conservation of Energy: (a) Steps taken or impact on conservation of energy: • Reduction of contract demand from 3000 KVA to 1500 KVA. • Improved effi ciency with average power load factor of 0.98. • Installation of solar power lamps in the shipyard to save power & improve illumination at night. • Using MIG welding machines/process and energy savers /inverters in place of rectifi ers to reduce power consumption and improve welding quality. • Reduction of transmission leakage in air compressors resulting in constant pressure during blasting & painting operations. • Implemented CNC cutting machine, beveling machines, Co2 gas welding machines & use of ceramic backing strips in welding process, to reduce power/gas consumption. • Minimizing idle running of equipment like gensets, pumps, ac/s, lights & machinery. (b) Additional investments and proposals for reduction of consumption of energy: • Replacing power factor controls by automatic power factor control panels • Increase in number of solar power lamps in the shipyard. • Installation of energy effi cient Variable Frequency drive (VFD) on air compressors, and pumps to reduce energy consumption. (c) Capacity investment on energy conservation equipment during the year: Nil (B) Technology Absorption: 1. Efforts in brief made towards technology absorption, adaption and innovation: • Manufacture of one ‘Jack up barge’ for PMC Projects Pvt. Ltd involving the preparation of layout plans, general arrangements, piping and valves, machinery placement, fabrication of hull and other structures like jack houses with jack up legs & locking systems, electrical lines, crew accommodation, LSA & FFA, etc. • Fabrication of jigs & fi xtures for faster shiprepairs to improve quality and delivery time. • Development of indigenous Coffer Dam technology for repair of ship side steel plates without dry docking. • High lift platforms and scaffolding introduced for safe working at heights for ship and rigs repairs. 2. Benefi ts derived as a result of above R & D: • Cost reductions through better utilization of material and energy. • Import substitutions. • Improvement in Quality and Customer Satisfaction. • Faster re-delivery of vessels. • Reduction of environment pollution. • Improvement in system standardization, process and productivity. 3. Expenditure on R & D The Company is examining various proposals for SAP integrated software covering areas of planning & procurement, manpower, commercial invoicing & inventory control, for improving MIS. 4. Information regarding Technology imported during the last fi ve years. Technology imported Year of Import Status Nil N.A N.A D) Foreign Exchange Earnings and Outgo: Your Company’s foreign exchange equivalent earnings was Nil during the year ended 31.03.2016 (Previous year Nil). The foreign exchange equivalent expenditure during the year was Nil (Previous year: Nil).

On Behalf of the Board

Sd/- Sd/- Dated: 06.10.2016 (Ashwani Kumar) Place: Mormugao, Goa. Independent Director Independent Director

37 24TH ANNUAL REPORT 2015-16

Annexure – 5: Particulars of Employees; The information under section 197 of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: A. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the ﬁ nancial year, The percentage increase in remuneration of each director, Chief Executive Ofﬁ cer and Managerial Personnel against the performance of the Company:.

Name of director/KMP Designation Total Ratio of Percentage Comparison of the remuneration remuneration increase remuneration of the (Rs.) of director to in KMP against the the median remuneration performance of the remuneration Company Shri. Ashwani Kumar Independent Non- 48000 1.37 Nil Fixed sitting fees of Rs. executive director 6000/- per meeting of Board or Committee.

Shri. Ashok K. Agarwal Non - Independent Nil NIl Nil -do- Non-executive director *Shri. Ravi Vimal Independent Non- 24000 0.68 Nil -do- Nevatia executive director *Shri. Ashok Chitnis -do- 12000 0.34 Nil -do- *Smt. Rajani Podar -do- Nil Nil Nil -do- **Shri. S. Muthuswamy, CFO Nil Nil Nil Nil Shri. Joseph Sequeira Company Secretary 1500000 4.17 Nil Revenue decreased (Contractual) by 4.80%. Losses increased by 1.14%. Notes: *Part of the remuneration paid on prorata basis. ** On deputation basis from ABG Shipyard Limited. B. The percentage increase in the median remuneration of employees in the fi nancial year :Nil C. The number of permanent employees on the rolls of the company: 285. D. The explanation on the relationship between average increase in remuneration and the Company performance: The Company has not increased wages during the year due to the company’s poor performance on account of recessionary conditions in the shipping and shiprepair industries. There is no increase in wages and average remuneration during the year. E. Comparison of the remuneration of the key managerial personnel (KMP) against the performance of the Company: There was no increase in the remuneration of the KMP during the year. F. Variation in the market capitalization of the Company, price earnings ratio as on the closing date of the current fi nancial year and the previous fi nancial year:

Particulars 31.03.2016 (Rs.in lacs) 31.03.2015 (Rs.in lacs) %ag(e change Market capitalization 7218.78 7984.85 (10.50) Price earnings ratio 1.15 2.05 (80)

38 WESTERN INDIA SHIPYARD LIMITED

G. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars 31.03.2016 (Rs.) 28.08.1995 (IPO) (Rs.) %age change Market price (BSE) 2.45 10 75.50 H. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There was no average percentile increase in the salaries of employees or in the managerial remuneration for the year . I. The key parameters for any variable component of remuneration availed by the directors: The Company has not paid any variable component to the directors such as commission linked to profi t. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: 0.03. J. Affi rmation that the remuneration is as per the remuneration policy of the Company: The Company affi rms that the remuneration is as per the Remuneration Policy of the Company. K. The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided below and forms part of this report.

Sl Name of Designation Age Gross Qualiﬁ cations Experience in Last Employment Date of Employee & Nature of Remuneration no. of years Employment duties Shri. Anil R. Rao* Yard Head/ 60 49,50,000/- B.E (Marine) 38 Timblo Dry docks Pvt. Ltd. 23.02.2015 *Note: Shri. Anil Rao was employed as Consultant to look after the day to day operations of the Company. He is not a relative of any director or manager of the company. He does not hold any equity shares in the Company. He resigned on 04.01.2016.

39 24TH ANNUAL REPORT 2015-16

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on ﬁ nancial year ended on 31.03.2015 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 L35111GA1992PLC002464 2 Registration Date 01.05.1992 3 Name of the Company WESTERN INDIA SHIPYARD LIMITED 4 Category/Sub-category of the Industrial/Shipyard Company 5 Address of the Registered P. B. No. 21, Mormugao Harbour, Mormugao, Goa – 403 803 Phone: ofﬁ ce & contact details 0091 832 2520252–57. Fax: 0091 832 2520258. E-mail: investors@ wisl.co.in /[email protected]. Website: www.wisl.co.in 6 Whether listed company Yes 7 Name, Address & contact Link Intime India Pvt. Ltd. C – 13, Pannalal Silk Mills Compound, details of the Registrar & L.B.S. Marg, Bhandup (W), Mumbai – 400 072. Tel: 91 22 25946970 Transfer Agent, if any. Fax: 91 22 25946969 Email: [email protected] 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 NIC Code of the % to total turnover of the com- products / services Product/service pany

1 Fabrication /Fitment of ship 3315 100% spares/Shiprepairs III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. Name and address of Co. CIN No. Holding/ % of Applicable No. Subsidiary Co. shares held section 1 ABG Shipyard Ltd L61200GJ1985PLC007730 Holding Co. 51.21 2(46) 2 PFS Shipping (I) Pvt. Ltd. U61100MH1994PLC083429 Associate Co 1.79 2(6) VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding Category of Share- No. of Shares held at the beginning of No. of Shares held at the end of the % holders the year[As on 31-March-2015] year[As on 31-March-2016] Change during Demat Physi- Total % of Demat Physi- Total % of the year cal Total cal Total Shares Shares A. Promoter s (1) Indian a) Individual/ HUF ------

b) Central Govt ------c) State Govt(s) ------d) Bodies Corp. 156586408 - 156586408 53.15 156586408 - 156586408 53.15 - e) Banks / FI ------f) Any other ------Sub-total (A)(1) 156586408 - 156586408 53.15 156586408 - 156586408 53.15 -

40 WESTERN INDIA SHIPYARD LIMITED

(2) Foreign (g) NRI Individuals ------(h) Other Individuals ------(i) Bodies corporate ------(j) Banks/FI ------(k) Any other ------Sub-total: A(1) +A(2) 156586408 - 156586408 53.15 156586408 - 156586408 53.15 -

B. Public Shareholding

1. Institutions a) Mutual Funds 3720500 - 3720500 1.26 3720500 - 3720500 1.26 - b) Banks / FI 28399096 - 28399096 9.64 28399096 - 28399096 9.64 - c) Central Govt ------d) State Govt(s) ------e) Venture Capital Funds ------f) Insurance Companies ------g) FIIs ------h) Foreign Venture Capital ------Funds i) Others (specify) ------Sub-total (B)(1):- 32119596 - 32119596 10.90 32119596 - 32119596 10.90 -

2. Non-Institutions: a) Bodies Corp. 21894354 308168 22202522 7.54 22114427 22135759 7.51 (0.03) i) Indian 21332 ii) Overseas ------b) Individuals: i) Individual share- 52345731 6563775 58909506 19.99 52511680 6498640 59010320 20.02 0.03 holders holding nominal share capital upto Rs. 1 lakh ii) Individual share- 23471255 1354803 24826058 8.43 23637204 1154803 24792007 8.41 (0.02) holders holding nominal share capital in excess of Rs 1 lakh c) Others (specify) Non Resident Indians ------Overseas Corporate ------Bodies Foreign Nationals ------Clearing Members ------Trusts ------

41 24TH ANNUAL REPORT 2015-16

Foreign Bodies - D R ------97711340 8226746 105938086 35.95 98263311 7674775 105746096 35.94 - Sub-total (B)(2):- 129830936 8226746 138000557 46.85 130382907 7674775 138057682 46. 85 - Total Public Share- holding (B)=(B)(1)+ (B)(2) ------C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 286417344 8226746 294644090 100.0 286969315 7674775 294452100 100.0 - B) Shareholding of Promoter-

SN Shareholder’s Name Shareholding at the beginning of the Shareholding at the end of the year % year change in share- No. of % of total %of Shares No. of % of total %of Shares holding Shares Shares Pledged Shares Shares Pledged / during of the / encum- of the encumbered to the year co. bered to co. total shares total shares

1 ABG Shipyard Limited 156586408 53.15 96.95 156586408 53.15 96.95 - Total: 156586408 53.15 96.95 156586408 53.15 96.95 -

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

SN Particulars Shareholding at the beginning of Cumulative Shareholding dur- the year ing the year No. of shares % of total No. of % of total shares of the shares shares of the company company At the beginning of the year 156586408 53.15 - - Datewise Increase / Decrease in Promoters Share- No change N.A No change N.A holding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.): At the end of the year 156586408 53.15 D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs): SN For Each of the Top 10 Shareholding at the beginning Cumulative Shareholding at end Shareholders of the year of the year No. of shares % of total No. of shares % of total shares of the company shares of the company At the beginning of the year 1. ICICI Bank Ltd 11441496 3.88 11441496 3.88 2. State Bank of India 9120000 3.10 9120000 3.10 3. Stressed Assets Stabilization Fund of IDBI 8016600 2.72 8016600 2.72 4. Bank of India 6687600 2.27 6687600 2.27 5. PFS Shipping India Ltd 5286000 1.79 5286000 1.79 6. Administrator SU of UTI 3720500 1.26 3720500 1.26 7. Shri. Suresh K Jajoo 3700000 1.26 3700000 1.26 8. Shri. Mihir Janak Jesrani 1155847 0.39 1155847 0.39 9. Shri. Beyorn Anthony 1071500 0.36 1071500 0.36 10. Shri. Ravindra k. Agarwal 1020190 0.35 1020190 0.35 Date wise Increase / Decrease in Promoters Share- No change NA No change NA holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

42 WESTERN INDIA SHIPYARD LIMITED

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Shareholding at the begin- Cumulative Shareholding Key Managerial Personnel ning at end of the year of the year No. of % of total No. of % of total shares shares of the shares shares of the company company At the beginning of the year 1. Shri. S. Muthuswamy 11100 0.003 11100 0.003 2. Shri. J. C. F. Sequeira 11300 0.003 11300 0.003 Date wise Increase / Decrease in Promoters No change NA No change NA Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.): V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. (Rs. In lacs) Secured Unsecured Deposits Total Loans excluding deposits Loans Indebtedness Indebtedness at the beginning of the fi nancial year i) Principal Amount 97.88 25.00 - 22.87 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) 97.88 25.00 - 122.87 Change in Indebtedness during the fi nancial year * Addition - - - - * Reduction 26 .73 - - 26 .73 Net Change 26 .73 - - 26 .73 Indebtedness at the end of the fi nancial year i) Principal Amount 71.15 25.00 - 96.15 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) 71.15 25.00 - 96.15 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Director and/or Manager: SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount Nil Nil Nil 1 Gross salary (a) Salary as per provisions contained in Nil Nil Nil Nil section 17(1) of the Income-tax Act, 1961

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

(c) Proﬁ ts in lieu of salary under section Nil Nil Nil Nil 17(3) Income- tax Act, 1961 2 Stock Option Nil Nil Nil Nil 3 Sweat Equity Nil Nil Nil Nil 4 Commission (as % of proﬁ t/ others) Nil Nil Nil Nil 5 Others, please specify Nil Nil Nil Nil Total (A) Nil Nil Nil Nil Ceiling as per the Act Nil Nil Nil Nil

43 24TH ANNUAL REPORT 2015-16

B. Remuneration to other directors (Rs. In lacs) SN. Particulars of Remuneration Name of Directors Total Amount From 01.04.2015 to 31.03.2016 1 Independent Directors Shri. Shri. A. R. Shri. Ravi Smt. Ashwani Chitnis Nevatia Rajani Kumar Podar Fee for attending Board /Committee meetings 0.48 0.12 0.24 - 0.84 Commission - - - - - Others, please specify - - - - - Total (1) 0.48 0.12 0.24 - 0.84 2 Other Non-Executive Directors Fee for attending board /committee meetings - - - - -

Commission - - - - - Others, please specify - - - - - Total (2) - - - - -

Total (B)=(1+2) 0.48 0.12 0.24 - 0.84 Total Managerial Remuneration 0.48 0.12 0.24 - 0.84 Overall Ceiling as per the Act Ceiling is Rs. 1.00 lac per director per meeting of the Board or Committee of the Board.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: (Rs. In lacs) SN Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total 1 Gross salary per annum Nil 12.25 Nil 12.25 (a) Salary as per provisions contained in section 17(1) Nil Nil Nil Nil of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Nil Nil Nil Nil (c) Proﬁ ts in lieu of salary under section 17(3) Income-tax Act, 1961 Nil Nil Nil Nil 2 Stock Option Nil Nil Nil Nil 3 Sweat Equity Nil Nil Nil Nil 4 Commission Nil Nil Nil Nil - as % of proﬁ t Nil Nil Nil Nil others, specify… Nil Nil Nil Nil 5 Others, please specify Nil Nil Nil Nil Total Nil 12.25 Nil 12.25 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the Brief Details of Penalty / Punishment/ Authority Appeal made, Companies Act Description Compounding fees imposed [RD / NCLT/ COURT] if any (give Details) A. COMPANY Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil B. DIRECTORS Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil C. OTHER OFFICERS IN DEFAULT Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil

On Behalf of the Board Sd/- Sd/- Dated: 06.10.2016 (Ashwani Kumar) Place: Mormugao, Goa. Independent Director Independent Director

44 WESTERN INDIA SHIPYARD LIMITED

Annexure ‘7’ FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Ac- counts) Rules, 2014. Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Section 188 (1) of the Companies Act, 2013 including certain arms length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm’s length basis:

Name (s) of Nature of contracts/ Duration Salient Justiﬁ cation Date of Amount Date on the related arrangements/ terms approval paid as which the party & nature transaction including by the advances, special of relationship the value, Board if any resolution if any was passed in General meeting as required under ﬁ rst proviso to section 188

Nil

2. Details of contracts or arrangements or transactions at Arm’s length basis:

Name (s) of the re- Nature of con- Duration Salient terms Date of approval Amount paid lated party & nature of tracts/ arrange- including the by the Board as advances, relationship ments/transaction value, if any if any

Nil

45 24TH ANNUAL REPORT 2015-16

INDEPENDENT AUDITOR’S REPORT To the Members of Western India Shipyard Limited Report on the Financial Statements We have audited the accompanying financial statements of WESTERN INDIA SHIPYARD LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under 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 financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We 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. We have conducted our audit in accordance with the Standards on Auditing specified 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 financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial 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 financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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 financial 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 of qualifi ed Opinion 1. Note No. 25 to the fi nancial statements: Due to prolonged interruptions of shiprepair business and suspension of shiprepairs, some of the plant assets, expenses incurred and capitalized so far on these assets, related advances given to suppliers, and contractors and physical condition of these assets require technical evaluation to determine extent of impairment, or write off if any. However in the view of the management the suspension of shiprepair activities is temporary in nature and the assets are not obsolete and the Company will be able to resume operations in the near future and hence no provision is required to be made. The Management has informed that the recoverable amount of assets within the meaning of Accounting Standards - 28 is more than their carrying value and as such no amount needs to be recognised in the fi nancial statements for impairment loss. We have therefore relied on the valuation report of an independent agency to validate this assertion except to the extent of resumption of future operations/results of future operations thereafter. In the absence of physical verifi cation of fi xed assets and capital works in progress, we are unable to comment on the carrying value of the shipyard assets at Mormugao Harbor, Goa. 2. Note No. 26 to the fi nancial statements details various loans, advances and receivables from related parties in which the receipts are pending for several years leading to material uncertainty and doubts on the on the recoverability of the loans and advances.. However, in the opinion of the Management no provisions are required

46 WESTERN INDIA SHIPYARD LIMITED

considering that these ent ities are related parties and hence the balances are considered good and recoverable by the Management. Such loans and advances are also interest free and there is no stipulation of repayment date, we consider prima facie the terms and conditions are prejudicial to the interest of the Company. We are unable to comment on the recoverability of these loans and advances and ascertain the impact, if any, on the fi nancial statements. 3. Note No. 47 to the fi nancial statements: The fi nancial statements have been prepared assuming that the company will continue as a going concern. The Company has defaulted in the repayment to loans to its bankers. The Company has suspended its shiprepair business. Further there are civil and criminal proceedings before the judicial authorities seeking compensation, winding up, and punishment to the directors and offi cers of the Company. The Company has suffered recurring losses and its net worth has eroded. All these occurrences indicate a signifi cant doubt about the going concern. . The fi nancial statements do not indicate any adjustments that might result as from the outcome of this uncertainty. Qualified Opinion In 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 Qualified Opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year ended on that date. Emphasis of matters We draw attention: 1. The Company has defaulted in the repayment of working capital term loans to its banker which is included at Note No. ___ of the Notes to Accounts. 2. The Bank statements have not been received or reconciled. Hence the effect of such pending reconciliation on fi nancial statements has not been ascertained. 3. Some customers and creditors as well as statutory authorities have initiated legal proceedings against the Company which may result in compensation, interest and penalties, the possible impact of which on the fi nancial statements cannot be ascertained pending such outcome. 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 specified 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) Except for the matters described in the basis for qualifi ed opinion paragraph above, 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 qualified 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 Profit 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 Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) The matter described in the Basis for Qualified Opinion and the Emphasis of Matter 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, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act. g) With respect to the adequacy of the internal fi nancial controls over the fi nancial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B.

47 24TH ANNUAL REPORT 2015-16

h) 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 ﬁnancial position in its ﬁnancial statements as referred to in Note No. _34 ‘Contingent Liabilities’ to the Financial Statements. ii) The Company has not declared any dividends till date and hence the requirement to transfer amounts required to be transferred, to the Investor Education and Protection Fund by the Company, does not arise.

For V. V. Kale & Co. Chartered Accountants Firm Regd No- 000897N Sd/- Vijay V. Kale Partner M. No- 080821

Place : Mumbai Date : 06.10.2016 ANNEXURE TO INDEPENDENT AUDITORS’ REPORT (Referred to in Paragraph (1) under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date) The Annexure referred to in our report to the members of WESTERN INDIA SHIPYARD LIMITED (the Company’) for the year ended on 31st March, 2016. We report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets at its shipyard at Mormugao Harbor and its buildings and properties at Airport Road, Vasco-da- gama, Goa ; (b) The title deeds of the immovable properties are in the name of the Company. (c) As explained to us, major fixed assets have not been physically verified by the management in a phased & reasonable manner, due to frequent interruptions of its shiprepair business due to labour unrest. Hence we are unable to comment whether there are any material discrepancies between the physical balance and the book records. (ii) (a) As explained to us, the Company is maintaining proper records of inventory. However, the inventory lying with the Company has not been physically verified by the management at the year end in a phased & reasonable manner, due to frequent interruptions of its shiprepair business due to labour unrest. Hence we are unable to comment whether there are any material discrepancies between the physical balance and the book records. (b) The procedure of physical verification of inventory followed by the Management is in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business. (iii) The Company has not updated the register maintained under section 189 of the Companies Act, 2013 and hence we cannot rely or comment on compliance by the Company with sec. 177 and sec. 188 of the Companies Act, 2013 with respect to transactions with related parties. Details of related party transactions have however been disclosed in the fi nancial statements as required by Accounting Standard 18. We are unable to give our comments on Paragraph 3 (iii) and (iv) of Order. (iv) The Company has not updated the register maintained under section 189 of the Companies Act, 2013 and hence we cannot comment on compliance with the provisions of section 185 and I86 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

48 WESTERN INDIA SHIPYARD LIMITED

(v) The Company has not accepted any deposits from the public and hence Paragraph 3(v) of Order is not applicable. (vi) We have been informed that the Central Government has not prescribed maintenance of cost records for the Company under sub-section (1) of section 148 of the Companies Act. (vii) In respect of statutory dues: (a) According to the records of the Company, there have been delays in depositing Provident Fund, Employees State Insurance and other undisputed statutory dues with the appropriate authorities According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax including VAT, Service Tax, Customs duty, Excise duty, cess and other statutory dues were outstanding, as at the last day of financial year for a period of more than six months from the date they became payable other than mentioned below: Name of the Statute Nature of dues Amount (Rs. in lacs) The Income Tax Act, 1961 TDS 213.52 The Goa Value Added Tax Act, 2005 Value Added Tax 228.18 The Provident Fund and M.P. Act. PF 185.85 Emplyees State Insurance Scheme ESI 1.01 (b) The disputed statutory dues aggregating Rs. 2990.17 lacs that have not been deposited on account of disputes are given below: Name of the Nature of Financial Amount Forum where dispute is Statute dues Year Payable pending (Rs. in lacs) The Goa Sales Tax Act Sales Tax 1995-96 to 837.91 Commissioner-(Sales Tax) 2004-05 The Goa Value Added Value Added 2005-06 to 515.78 Commissioner -VAT Tax Act, 2005 Tax (VAT) 2007-08 The Goa Value Added Value Added 2010-11 39.84 Appeal is still to be filed Tax Act, 2005 Tax (VAT) The Finance Act, 1994 Service Tax 2001-02 to 712.18 Bombay High Court 2004-05 The Income Tax Act, Income Tax 2005-06 15.95 Commissioner of Income Tax 1961 Demand (Appeals) Customs Act, 1962 Custom Duty 2012-13 868.51 CESTAT (viii) According to the information and explanation given to us and as per the books of account, the Company has defaulted in respect of dues to Bank during the fi nancial year. The period and the amount of defaults are as under:- Name of the Bank Amount of defaults as at the Period of defaults (days) ICICI Bank Limited balance sheet date (in Lacs) Principal 193.24 9-113 Intrest 26.16 8-76 ICICI Bank Limited has recalled entire loan outstanding principal along with interest of Rs. 3102.80 lacs on 18.08.2016. (ix) The Company has not raised money by way of initial public offer, further public offer or debt instruments during the year. Due to invocation of certain bank guarantees, the loans and overdrafts from banks have been increased which were utilized for meeting commitments under such guarantees. (x) In our opinion and on the basis of information and explanations provided by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit. (xi) During the year, the Company has not paid any managerial remuneration within the meaning of the provisions of section 197 read with Schedule V to the Companies Act, 2013. However, for previous year, the Company has not settled the managerial remuneration of Rs 20.98 lacs to its Whole Time Director & CEO on cessation of employment as it exceeds the limits stipulated by the Central Government under the provisions of Sec. 197. (xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company; hence paragraph 3(xii) of the Order is not applicable

49 24TH ANNUAL REPORT 2015-16

(xiii) In our opinion and according to the information and explanation given to us, as the register under section 189 has not been updated, we are unable to comment on compliance by the company with section 177 and Section 188 of the Companies Act, 2013 with respect to transactions with the related parties. Details of related party transaction have, however, been disclosed in the Financial Statements as required by the Accounting Standard 18. (xiv) The Company has not raised any money by way of initial public offer, further public offer or debt instruments during the year. (xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them. (xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. For V. V. Kale & Co. Chartered Accountants Firm Regd No- 000897N Sd/- Vijay V. Kale Partner M. No- 080821 Place : Mumbai Date : 06.10.2016

Annexure - B to the Auditors’ Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal fi nancial controls over fi nancial reporting of Western India Shipyard Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of the fi nancial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal fi nancial controls based on the internal control over fi nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient conduct of its business, including adherence to 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 fi nancial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal fi nancial controls over fi nancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal fi nancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls over fi nancial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls system over fi nancial reporting and their operating effectiveness. Our audit of internal fi nancial controls over fi nancial reporting included obtaining an understanding of internal fi nancial controls over fi nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the Company’s internal fi nancial controls system over fi nancial reporting.

50 WESTERN INDIA SHIPYARD LIMITED

Meaning of Internal Financial Controls over Financial Reporting A company’s internal fi nancial control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal fi nancial control over fi nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the fi nancial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal fi nancial controls over fi nancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal fi nancial controls over fi nancial reporting to future periods are subject to the risk that the internal fi nancial control over fi nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion According to the information and explanations given to us and based on our audit, the following material weaknesses have been identifi ed in the adequacy and operational effectiveness of the Company’s internal fi nancial controls over fi nancial reporting as at 31st March, 2016: 1. The Company’s internal controls with regard to timeliness and assessing the information from the Company’s shipyard and reconciling the Accounts were not operating effectively during the review period; 2. The Company had no internal audit department which could carry out internal audit and risk assessment functions; 3. The Company lacks Key Management Personnel such as Whole time director and Professionals in the Marketing , Commercial and Accounting Departments which can result in failure to comply with prevailing laws and regulations in a timely manner. A ‘material weakness’ is a defi ciency or combination of defi ciencies , in internal fi nancial controls over fi nancial reporting such that there is reasonable possibility that a material misstatement of the company’s annual or interim fi nancial statements will not be prevented or detected on a timely basis. In our opinion, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained, in all material respects, adequate internal fi nancial controls system over fi nancial reporting and such internal fi nancial controls over fi nancial reporting were not operating effectively as at 31 March 2016, based on the internal control over fi nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weaknesses identifi ed and reported above in determining the nature, timing and extent of audit test applied in our audit of the March 31st, 2016 fi nancial statements of the Company and these material weaknesses do not affect our opinion on the fi nancial statements of the Company.

For V. V. Kale & Co. Chartered Accountants Firm Regd No- 000897N Sd/- Vijay V. Kale Partner M. No- 080821 Place : Mumbai Date : 06.10.2016

51 24TH ANNUAL REPORT 2015-16

Balance Sheet as at March 31, 2016 (` in lacs) Note AS AT AS AT MARCH 31, 2016 MARCH 31, 2015 EQUITY AND LIABILITIES Shareholder’s funds Share Capital 1 5,892.88 5,892.88 Reserves and Surplus 2 (15,159.80) (11,218.38) (9,266.92) (5,325.49) Non-Current Liabilities Long Term Borrowings 3 9,615.22 9,476.90 Long Term Provisions 4 507.94 476.65 10,123.15 9,953.54 Current Liabilities Short Term Borrowings 5 2,636.12 2,810.62 Trade Payables 6 2,859.79 3,525.96 Other Current Liabilities 7 5,747.14 8,687.64 Short Term Provisions 8 71.67 69.59 11,314.71 15,093.81 TOTAL 12,170.95 19,721.86 ASSETS Non-Current Assets Fixed Assets 9 Tangible Assets 2,107.85 3,424.32 Capital Work-In-Progress 2,329.71 2,307.75 Non Current Investment 10 5.00 5.00 Long-Term Loans and Advances 11 786.25 738.43 Other Non-Current Assets 12 752.99 774.43 5,981.80 7,249.93

Current Assets Inventories 13 411.71 452.64 Trade Receivables 14 3,931.00 10,888.43 Cash and Bank Balances 15 191.26 137.15 Short-Term Loans and Advances 16 1,539.00 904.33 Other Current Assets 17 116.19 89.37 6,189.15 12,471.93 TOTAL 12,170.95 19,721.86 Signiﬁ cant Accounting Policies Notes on Financial Statements 1-42 The notes referred to above form an integral part of the Balance Sheet. As per our report of even date attached. For & On Behalf Of The Board For V. V. Kale & Co. Chartered Accountants Sd/- Sd/- Firm Regd. No. 000897N Ashwani Kumar Director Independent Director Sd/- Sd/- Vijay V. Kale S. Muthuswamy Partner Chief Financial Ofﬁ cer M. No.- 080821 Place : Mumbai Dated : October 6, 2016

52 WESTERN INDIA SHIPYARD LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 ST MARCH, 2016 (` in lacs)

Notes YEAR ENDED YEAR ENDED March 31, 2016 March 31, 2015

INCOME

Revenue from Operations 18 705.90 2,823.59

Other Income 19 17.40 586.04

Total Revenue 723.31 3,409.63

EXPENDITURE

Cost of Materials, Stores and Spares Consumed 20 41.62 174.57

Employee Beneﬁ t Expense 21 1,037.07 1,259.07

Finance Cost 22 945.38 644.64

Depreciation 1,308.47 1,225.76

Other Expenses 23 1,342.18 3,475.65

Total Expenditure 4,674.72 6,779.69

Proﬁ t / (Loss) Before Tax, Adjustments (3,951.41) (3,370.06)

Provision for Taxation

Tax Adjustments for Earlier Year - (11.58)

Proﬁ t / (Loss) before Adjustments - (3,358.48)

Prior Period Adjustments (9.98) 107.98

(3,941.43) (3,466.47)

Earning per equity share of face value of Rs 2/- each (1.34) (0.00)

Basic and Diluted ( in Rs)

Signiﬁ cant Accounting Policies

Notes on Financial Statements 1-42

The notes referred to above form an integral part of Statement of Proﬁ t & Loss As per our report of even date attached. For & On Behalf Of The Board For V. V. Kale & Co. Chartered Accountants Sd/- Sd/- Firm Regd. No. 000897N Ashwani Kumar Director Independent Director Sd/- Sd/- Vijay V. Kale S. Muthuswamy Partner Chief Financial Ofﬁ cer M. No.- 080821 Place : Mumbai Dated : October 6, 2016

53 24TH ANNUAL REPORT 2015-16

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016 (Rs. in lacs) PARTICULARS CURRENT PREVIOUS YEAR YEAR A. Cash Flow from Operating Activities Net proﬁ t for the year before tax and extra ordinary items (3,941.43) (3,466.47) Adjustments for : Depreciation 1,308.47 1,225.76 Prior Period Items (9.98) 107.98 Interest Income (9.49) (9.36) Interest Expense 945.38 644.64 Operating proﬁ t for the year before working capital changes (1,707.05) (1,497.44) Adjustments for : Trade Receivables 6,957.43 (8,972.31) Other Receivables (Loan and Advance) (661.49) 1,484.59 Inventories 40.93 1,052.71 Trade and Other Payables (3,769.11) 4,407.68 Cash generated from Operations 860.72 (3,524.78)

Income Tax Paid 0.00 0.00 Net cash from/ (used) in Operating Activities 860.72 (3,524.78) B. Cash Flow from Investing Activities Building Construction Expenditure Purchase of Fixed Assets/Deletion Of Fixed Assets 8.00 (49.96) Addition to Capital Work in Progress (21.95) (339.92) Interest received 9.49 9.36 Net cash from/(used) in Investing Activities (4.47) (380.52) C. Cash Flow from Financing Activities Proceeds / (Repayment) from Long Term Borrowings 169.61 (693.40) Proceeds / (Repayment) from Long Term Advances (26.38) 5,295.72 Interest Paid (945.38) (644.64) Net cash from/(used) in Financing Activities (802.15) 3,957.68 Net Increase/(Decrease) in cash and cash equivalents 54.10 52.38 Cash and cash equivalents as at Opening Cash and Balances with Banks 137.15 84.77 Cash and cash equivalents as at Closing Cash and Balances with Banks 191.26 137.15 Note :- (1) The above Cash Flow Statement has been prepared by the Company in accordance with the Accounting Standard -3 issued by ICAI and is based on and in agreement with the corresponding Statement of Profi t and Loss and Balance Sheet of the Company. (2) Previous year fi gures have been regrouped/ rearranged wherever considered necessary. For & On Behalf Of The Board For V. V. Kale & Co. Chartered Accountants Sd/- Sd/- Firm Regd. No. 000897N Ashwani Kumar Director Independent Director Sd/- Sd/- Vijay V. Kale S. Muthuswamy Partner Chief Financial Offi cer M. No.- 080821 Place : Mumbai Dated : October 6, 2016

54 WESTERN INDIA SHIPYARD LIMITED

SIGNIFICANT ACCOUNTING POLICIES 1. Corporate information Western India Shipyard Limited (“the Company”) incorporated under the provision of the Companies Act, 1956. The Company is engaged in the industrial activities of Shiprepairs and Shipbuilding as it manufactures a variety of spare parts The Company has the required infrastructure like a Floating Dry Dock of 60000 DWT capacity, 4 wet repair berths, heavy duty machine shops, paint/valve and pipe shops, fabrication yards, portal and mobile cranes, captive gensets, electrical sub-station, to cater to Indian and foreign vessels like cargo and passenger vessels, tankers, dredgers, Offshore support vessels, navy and Coast Guard vessels, trawlers, barges, operating on the coastal and international sea routes and Jack Up Oil Rigs on East and West Coast. 2. Basis of preparation\ Accounting Convention The Company has prepared these fi nancial statements to comply in all material respects with the accounting standards notifi ed under the Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The fi nancial statements have been prepared under the historical cost convention method as a “Going Concern Concept” and in accordance with Generally Accepted Accounting Principles in India (Indian GAAP). The Company follows the mercantile system of accounting and recognizes Income and Expenditure on accrual basis except Medical Reimbursements, Leave Travel Allowances, Insurance Claims, Ex-gratia and Scrap Sale which are on cash basis. The accounting policies adopted in the preparation of fi nancial statements are consistent with those of previous year. 2.1 Summary of Signifi cant Accounting Policies (a) Use of Estimate The preparation of Financial Statements, in conformity with generally accepted accounting principles, requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the fi nancial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. (b) Tangible fi xed assets The Company’s Fixed Assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. No revaluation has taken place during the year. Subsequent expenditure related to an item of fi xed asset is added to its book value only if it increases the future benefi ts from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fi xed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profi t and loss for the period during which such expenses are incurred. The Company adjusts exchange differences arising on translation/settlement of long-term foreign currency monetary items pertaining to the acquisition of a depreciable asset to the cost of the asset and depreciates the same over the remaining life of the asset. (c) Depreciation: i. Depreciation on fi xed assets is provided on straight line method to the extent of depreciable amount in the manner and 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, upto 04.04.2018. ii. Depreciation on additions / deletions is calculated on pro-rata basis from / to the date of such additions / deletions. iii. Depreciation on additions in Floating Dry Dock on account of foreign exchange fl uctuations and any major additions is amortized over the remaining useful life of the asset.

55 24TH ANNUAL REPORT 2015-16

(d) Impairment of tangible assets An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Profi t and Loss Account in the year in which an asset is identifi ed as impaired. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. (e) Investments Long Term Investments are stated at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary. (f) Inventories Raw materials, components, stores and spares are valued at lower of cost (computed on the basis of Annual Weighted Average method) and net realizable value. Work-in-progress is valued at Percentage Completion Method. (g) Revenue recognition Revenue is recognised on proportionate completion method. i) Shiprepair revenue is recognized to the extent that it is probable that the economic benefi ts will fl ow to the Company and the revenue can be reliably measured. ii) Revenue from sale of goods is recognized when all the signifi cant risks and rewards of ownership of the goods have been passed to the buyer. (h) Foreign Currency Transaction : Foreign currency translation Foreign currency transactions and balances Exchange differences The Company accounts for exchange differences arising on translation/settlement of foreign currency monetary items as below: 1. Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction 2. All current assets and current liabilities in foreign currency as on Balance Sheet date are restated at the exchange rate prevailing on that date. Any gain or loss arising out of such conversion is charged to revenue. (i) Retirement and other employee benefi ts Short-term Employee benefi ts: All employee benefi ts payable wholly within twelve months of rendering the service are classifi ed as short term employee benefi ts. Benefi ts such as salaries, performance incentives, etc., are recognized as an expense at the undiscounted amount in the Profi t and Loss Account of the year in which the employee renders the related service. Post Employment Benefi ts: Defi ned Contribution Plans: Payments made to a defi ned contribution plan such as Provident Fund are charged as an expense in the Profi t and Loss Account as they fall due. Defi ned Benefi t Plans: Company’s liability towards gratuity to past employees is determined using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefi t entitlement and measures each unit separately to build up the fi nal obligation. Past services are recognized on a straight line basis over the average period until the amended benefi ts become vested. Actuarial gain and losses are recognized immediately in the statement of Profi t and Loss Account as income or expense. Obligation is measured at the present value of estimated future cash fl ows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government Securities where the currency and terms of the Government Securities are consistent with the currency and estimate terms of the defi ned benefi t obligations. During the current year end, the accrued liability towards such fund is provided on actuarial basis as on the Balance Sheet date as

56 WESTERN INDIA SHIPYARD LIMITED

per revised Accounting Standard AS-15 ‘Employee Benefi ts’ as issued by the Institute of Chartered Accountants of India. Other Long Term Employee Benefi ts Other Long Term Employee Benefi ts i.e., Gratuity is recognised as an expense in the Profi t and Loss Account as and when it accrues. The Company determines the liability as per the actuarial valuation carried out as at the Balance Sheet date. Actuarial gains and losses in respect of such benefi ts are charged to the Profi t and Loss Account (j) Income tax Provision for current tax is made after taking into consideration benefi ts admissible under the provisions of the Income-tax Act, 1961. Deferred tax resulting from “timing difference” between taxable and accounting income is accounted for using the tax rates and laws that are enacted or substantively enacted as on the balance sheet date. 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 that 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 Alternative 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 specifi ed period. Deferred tax asset is recognised and carried forward only to the extent that there is a virtual certainty that the asset will be realised in future. (k) Segment reporting During the year, the Company operated primarily in India in one business segment only namely “Ship Repairs” which includes Oil Rig repairs. It does not operate in any geographical segment outside India. (l) Earnings Per Share Basic earnings per share are calculated by dividing the net profi t or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profi t or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. (m) Provisions & Contingent liabilities As per Accounting Standard 29, ‘Provisions, Contingent Liabilities and Contingent Assets’, the Company recognizes provisions only when it has a present obligation as a result of a past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and when a reliable estimate of the amount of the obligation can be made. No Provision is recognized for : A. Any possible obligation that arises from past events and the existence of which will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or B. Any present obligation that arises from past events but is not recognized because a) It is not probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation; or b) Where a reliable estimate of the amount of obligation cannot be made. Such obligations are recorded as Contingent Liabilities. These are assessed periodically and only that part of the obligation for which an outfl ow of resources embodying economic benefi ts is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made. Contingent Assets are not recognized in the fi nancial statements since this may result in the recognition of income that may never be realized.

57 24TH ANNUAL REPORT 2015-16

NOTES ON BALANCE SHEET (Amount ` in lacs)

AS AT AS AT March 31, 2016 March 31, 2015 1 SHARE CAPITAL Authorised Share Capital 15,000.00 15,000.00 75,00,00,000 (PY: 75,00,00,000) Equity Shares of Rs. 2 each Issued, Subscribed and Paid-up 29,46,44,090 (PY: 29,46,44,090) Equity Shares of Rs. 2 each fully paid up 5,892.88 5,892.88 1.1 19,65,82,990/- (PY : 19,65,82,990) Equity Shares out of the issued, subscribed and paid up share capital were alloted on conversion/surrender of Debentures and conversion of Term Loans in earlier years. 1.2 15,65,86,408 (PY: 17,44,48,852) Equity Shares out of the issued, subscribed and paid up capital held by ABG Shipyard Ltd, holding 53.14% (PY: 59.21%) of the paid up capital. 2 RESERVES AND SURPLUS Capital Reserve Balance as per last Balance Sheet 5,441.49 5,441.49 Add: During the year - - 5,441.49 5,441.49

Securities Premium Reserve Balance as per last Balance Sheet 386.56 386.56 Add: During the year - - 386.56 386.56

Profi t and Loss Account Balance as per last Balance Sheet (17,046.42) (13,056.83) Add: Profi t / (Loss) for the year (3,941.43) (3,466.47) Adjustment relating to Fixed Assets (Refer Note No. 9.2) - (523.13) Net Surplus / (Defi cit) in the Statement of Profi t and Loss (20,987.85) (17,046.42) TOTAL (15,159.80) (11,218.38)

3 LONG-TERM BORROWINGS AS AT MARCH 31, 2016 AS AT MARCH 31, 2015 Non- Current Current Non- Current Current Secured Term Loan From Bank 2,889.83 771.43 2,751.51 774.62 From Others 10.44 - 10.44 - 2,900.27 771.43 2,761.95 774.62 Convertible Zero Coupon Loan 4,214.95 - 4,214.95 - 7,115.22 771.43 6,976.90 774.62 Unsecured Loan from Holding Company (Interest Free) 2,500.00 - 2,500.00 - TOTAL 9,615.22 771.43 9,476.90 774.62

58 WESTERN INDIA SHIPYARD LIMITED

(Amount Rs. in lacs) 3.1 Term Loan from Bank consists of the following :- AS AT AS AT MARCH 31, 2016 MARCH 31, 2015 ICICI Term Loan-1 758.15 1,023.81 ICICI Term Loan-2 1,395.04 1,902.32 ICICI Working Capital Term Loan 1,500.00 600.00 ICICI Working Capital Loan 8.08 - TOTAL 3,661.26 3,526.13

3.2 Term Loan from Others consists of the following :- Others 10.44 10.44 10.44 10.44 3.3 Payment of ICICI Term Loan and others are to be made in 28 quarterly equal instalments commencing from 15.01.2012 Payment of ICICI Working Capital Term Loan is to be made in 10 equal quarterly instalments commencing from 01.04.2016 The above loans are secured by ﬁ rst parri passu legal mortgage/charge on Fixed Assets of the Company, hypothecation of moveable assets. 3.4 Convertible Zero Coupon Loan (CZC Loan) In terms of the Scheme, the CZC Loan is interest free. The same to be converted into Equity Shares of the Company, in accordance with applicable law and pricing regulations, at the option of the lenders commencing from second anniversary of the effective date namely, 28.01.2012 and ending on the day preceeding the seventh anniversary of the effective date. To the extent that the loan has not been converted into equity shares, the same shall be convertible compulsorily on the seventh anniversary of the effective date namely, 28.01.2017. Upto the period ended 31.03.2016, the company has not received any letter exercising the option from the secured lenders for conversion of the said loans or part thereof into Equity shares. 3.5 ICICI Bank Limited has recalled entire loan amount of Rs. 3102.28 lacs Vide letter dated 18.08.2016 The Manamement is in the process of making negotiation with the Bank and is hopeful to get positive result on the same. 4 LONG TERM PROVISIONS Provision for Gratuity 402.94 381.56 Provision for Leave Encashment 104.99 95.09 507.94 476.65

5 SHORT-TERM BORROWINGS Secured Cash Credit from Bank 2,558.29 2,531.51 Bills Payable 77.83 279.11 2,636.12 2,810.62 5.1 The above Short Term Borrowings are Secured as ﬂ oating charge on Current Assets of the Company including but not limited to Stock of raw materials, Work In Progress, Consumables, Stocks, Spares, Book Debts, Bills wherever situated, documents both present and future and Corporate Guarantee of ABG Shipyard Lim- ited for Rs. 33.60 Crores.

59 24TH ANNUAL REPORT 2015-16

(Amount ` in lacs) AS AT AS AT March 31, 2016 March 31, 2015 6 TRADE PAYABLES Micro, Small and Medium Enterprises - - Others 2,859.79 3,525.96 TOTAL 2,859.79 3,525.96

7 OTHER CURRENT LIABILITIES Current Maturities of Long-Term Borrowings 771.43 774.62 Interest Accrued but not Due on Borrowings 13.96 18.16 Interest Accrued and Due on Borrowings 66.73 14.71 Advances from Customers 2,406.84 6,415.33 Duties and Taxes 915.26 598.19 Others 1,572.91 866.61 TOTAL 5,747.14 8,687.64 7.1 Advances from Customers includes Rs. 2394. 18 Lac (PY Rs. 5897.79 Lac ) from ABG Shipyard Ltd., Holding Company.

8 SHORT TERM PROVISIONS Provision for Gratuity 65.62 64.95 Provision for Leave Encashment 6.04 4.64 TOTAL 71.67 69.59

60 WESTERN INDIA SHIPYARD LIMITED

in Lacs) ` ( As At 31.03.16 1,102.41 2,117.60 As At 31.03.16 26.79 34.79 / amortised over the revised/ 17,750.24 Up To Up To 31.03.16 20,571.85 2,329.73 3,424.32 - ed in Schedule II, except respect of cer- ﬁ Back Written Written Adjust / - 1,015.19 - the year For The - Up To Up To 31.03.15 18,852.65 16,735.05 As At 31.03.16 22,909.58 17,736.38 1,225.76 523.13 19,485.27 3,424.32 5,123.24 During the year / Adjust. / Deletions 8.00 22,901.58 19,485.27 1,086.58 - -- during the Year Additions 34.79 65.12 - 49.58 - 8.00 68.93 - 26.79 - 27.94 - - - 65.12 - 21.49 49.58 - 20.03 1.03 - 68.93 0.78 - 51.29 27.94 - 25.23 3.64 22.52 2.41 20.81 42.60 - 28.77 43.63 - 54.93 29.55 27.64 14.00 17.64 0.30 2.71 107.23 153.72 - - - 107.23 - 106.88 153.72 0.22 109.29 3.75 - 107.10 - 0.12 113.05 40.68 0.34 44.43 18,852.65 22,909.58 22,859.62 4,996,448 - - 1,878.81 1,670.83 - - - 1,878.81 1,191.38 - 59.56 1,670.83 1,224.62 - 0.00 1,250.94 627.86 - 1,224.62 687.42 446.20 446.21 01.04.15 ed by the Management) ﬁ

ce ﬁ

ce Equipment ﬁ tain assets as disclosed in Accounting Policy on Depreciation. Accordingly, the unamortised carrying value is being depreciated Accordingly, Accounting Policy on Depreciation. tain assets as disclosed in remaining useful lives. TOTAL 1. Land- Freehold PARTICULARS 2. Building As At a) Of b) Workshop c) Residential Flats 3. Plant and Machinery 4. Ship Building Platform 5. Motor Vehicle GROSS BLOCK (At Cost) 6. Furniture and Fixture 7. Computers and Peripherals 8. Of Year Previous DEPRECIATION NET BLOCK 9.1 Assets in current year and previous year. The Company does not have any Intangible 9.2 Act 2013, the company has applied estimated useful lives as speci Pursuant to the enactment of Companies As taken and certi ( 9. FIXED ASSETS FIXED 9. Assets a) Tangible 230,775,458 232,970,756 progress in work Capital b)

61 24TH ANNUAL REPORT 2015-16

(Amount ` in lacs)

AS AT AS AT March 31, 2016 March 31, 2015 10 NON CURRENT INVESTMENTS Valued at Cost Unquoted Share 5000 (PY: 5000) Equity Shares of Rs. 100/ each of Janata Saha- 5.00 5.00 kari Bank Ltd. 5.00 5.00

11 LONG TERM LOANS AND ADVANCES a) Security Deposit i) Unsecured, considered good 139.61 123.99 ii) Doubtful - 35.00 TOTAL 139.61 158.99 Less: Provision for Doubtful Advances - 35.00 Balance 139.61 123.99 Other Advances 646.64 614.44 TOTAL 786.25 738.43

12 OTHER NON CURRENT ASSETS a) Long Term Trade Receivables i) Unsecured, considered good 196.14 185.87 b) VAT Receivable 73.14 49.25 c) MAT Credit Entitlement 265.50 265.50 d) Other Non Current Assets 218.21 273.82 TOTAL 752.99 774.43

13 INVENTORIES (Valued at Cost or net realisable value which is lower) As Taken and Certiﬁ ed by the Management Work-in-Progress 237.43 257.43 Stores and Spares 174.27 195.21 TOTAL 411.71 452.64

14 TRADE RECEIVABLES Unsecured, considered good unless stated otherwise Period exceeding six months : 3,931.00 5,561.06 Others - 5,327.38 TOTAL 3,931.00 10,888.43

15 CASH AND BANK BALANCES Balances with Banks: In Current Accounts 84.91 1.01 In Fixed Deposits 103.81 135.45 Cash in Hand 2.53 0.70 TOTAL 191.26 137.15 15.1 Fixed Deposits with Banks include Rs. 103.81 Lac (PY Rs. 33.00 Lac) with Maturity more than twelve months

16 SHORT TERM LOANS AND ADVANCES Advances recoverable in cash or in kind for value to be received Unsecured considered good 1,539.00 904.33 Doubtful - 18.67 1,539.00 923.00 Less: Provision for Doubtful Advances - 18.67 TOTAL 1,539.00 904.33

62 WESTERN INDIA SHIPYARD LIMITED

(Amount Rs. in lacs)

AS AT AS AT March 31, 2016 March 31, 2015

17 OTHER CURRENT ASSETS Prepaid Expenses 9.26 13.88 Advance to Staff 12.39 12.54 Deferred Revenue Expenditure - 47.52 Other Current Assets 94.53 15.42 TOTAL 116.19 89.37

18 REVENUE FROM OPERATIONS Revenue from Operations Ship Repair Income 705.90 2,773.47 Other Operating Revenue Scrap Sales - 50.12 TOTAL 706 2,824

19 OTHER INCOME Interest on Bank Deposits 9.49 9.36 Interest on Other - 556.11 Foreign Exchange Fluctuation - 20.40 Miscellaneous Income 7.92 0.17 TOTAL 17.40 586.04

20 COST OF MATERIALS, STORES AND SPARES CONSUMED Opening Stock 195.21 198.77 Add: Purchases 20.68 171.00 Less: Closing Stock 174.27 195.21 Cost of Materials, Stores and Spares Consumed 41.62 174.57

20.1 Particulars of Materials consumed Year ended March 31, 2016 Year ended March 31, 2015 In Rupees % of In Rupees % of Consumption Consumption Imported - 0 0.00 Indigenous 41.62 100 174.57 100.00 Total 41.62 100 174.57 100.00

21 EMPLOYEE BENEFIT EXPENSE Salaries, Wages and Bonus 909.69 1,068.50 Contribution to Provident and Other Fund 82.14 87.08 Gratuity Expense 44.36 80.22 Staff Welfare Expenses 0.80 23.17 Staff Recruitment & Training 0.08 0.10 TOTAL 1,037.07 1,259.07 22 FINANCE COSTS Interest on Long Term Loan 580.46 289.02 Interest on Vehicle Loan - 0.04 Interest on Working Capital 364.91 355.58 TOTAL 945.38 644.64

63 24TH ANNUAL REPORT 2015-16

YEAR ENDED MARCH 31, 2016 YEAR ENDED MARCH 31, 2015 23 OTHER EXPENSES Direct Expenses Sub-Contractor Expenses 5.39 406.55 Customs & Clearing Charges 0.02 15.06 Power & Fuel 117.22 231.41 Piloting Expenses 0.26 2.99 Dredging Expenses 47.52 47.52 - Hire Charges - Machinery 8.38 1,179.52 Repair & Maintenance - P&M 9.34 21.51 Discount on Ship Repair - 55.40 Safety Expenses 3.14 2.48 Testing & Survey Charges 2.58 7.99 193.86 1,970.44 Establishment Expenses Advertisement Expenses 0.65 2.47 Agency Commission - - Bad Debts/Sundry Balances Written Off 17.48 113.76 Provision for Doubtful Advances - 53.67 Bank Charges & Commission 18.32 12.97 Business Promotion 4.61 27.10 Directors Sitting Fees 1.50 0.84 Fees & Dues 1.77 1.68 Foreign Exchange Fluctuation 3.71 - Insurance 66.53 106.08 Lease Rent 554.81 554.81 Ofﬁ ce & Establishment Expenses 191.61 210.46 Auditors Remuneration 12.50 12.50 Printing & Stationary 1.08 5.10 Legal & Professional Charges 10.17 22.30 Rent 1.26 2.89 Rates & Taxes 0.09 61.65 Repair & Maintenance - Yard 17.12 44.44 Repair & Maintenance - Building 0.79 - Repair & Maintenance - Others 16.58 24.16 Telephone Charges 7.35 13.71 Travelling & Conveyance 78.10 90.96 Miscellaneous Expenses * 142.29 143.67 1,148.32 1,505.21 TOTAL 1,342.18 3,475.65 * Includes Rs. 133.15 lacs ( PY 130.49 lacs) interest on others

64 WESTERN INDIA SHIPYARD LIMITED

24 Balances under the head current liabilities, debtors and loans & advances are subject to conﬁ rmation. However, in the opinion of the management, realizable value of current assets, loans & advances in the ordinary course of business will not be less than the amount which is stated in the Balance Sheet.

25 Due to prolonged interruptions of shiprepair business and suspension of shiprepairs, some of the plant assets, expenses incurred and capitalized so far on these assets, related advances given to suppliers, and contractors and physical condition of these assets require technical evaluation to determine extent of impairment, or write off if any. However in the view of the management the suspension of shiprepair activities is temporary in nature and the assets are not obsolete and the Company will be able to resume operations in the near future and hence no provision is required to be made. The Management has informed that the recoverable amount of assets within the meaning of Accounting Standards - 28 is more than their carrying value and as such no amount needs to be recognised in the ﬁ nancial statements for impairment loss.

26 There are various loans, advances and receivables from related parties in which the receipts are pending for several years leading to material uncertainty and doubts on the on the recoverability of the loans and advances. However, in the opinion of the Management no provisions are required considering that these entities are related parties and hence the balances are considered good and recoverable by the Management.

27 The Company has been granted sales tax exemption by the State Government, Directorate of Industries and Mines, Government of Goa vide its letter No. IND/Devi/I M/495/93/3543 dated 19.8.1997 for a period of 12 years w.e.f. 01.01.1996 on ship-repairs. However the Sales Tax Offi cer has denied the exemption and has levied sale tax at the applicable rates on the sales turnover. The Company has fi led appeals before the Commissioner of Commercial Taxes (Appeals), Panjim, against sales tax liability of Rs. 837.91 lacs for the fi nancial years from 1995-96 upto 2004-05. The Company’s second appeal before the Administrative Tribunal, Panjim in respect of FY 1995-96 has been remanded back to the Asst. Commissioner of Commercial Taxes, Panjim to decide the appeal with reasons. The appeals are sub-judice.

The Goa Value Added Tax Act, 2005 is applicable to assesses in the State of Goa w.e.f 2005-06. Hence the Company had obtained registration and fi led its returns for the quarters ended 30.06.2010 and 30.09.2010. The Company had sought the 75% benefi t under the Goa Value Added Tax Deferment–cum-Net Present Value Compulsory Payment Scheme, 2005 to which it is entitled. However, the Asst. Commissioner of Commercial Taxes has denied the benefi t of the said scheme and passed assessment order–cum-demand notice for fi nancial years 2005-06, 2006-07 and 2007-08 for a sum of Rs. 515.78 lacs. The Company has fi led appeals before the Addl. Commissioner of Commercial Taxes, Goa and the appeals are sub-judice.

28 The fi nancial statements have been prepared assuming that the company will continue as a going concern. The Company has defaulted in the repayment of loans to its bankers. The Company has suspended its shiprepair business. Further there are civil and criminal proceedings before the judicial authorities seeking compensation, winding up, and punishment to the directors and offi cers of the Company. The Company has suffered recurring losses and its net worth has eroded. All these occurrences indicate a signifi cant doubt about the going concern. . The fi nancial statements do not indicate any adjustments that might result as from the outcome of this uncertainty.

29 The Bank statements have not been received or reconciled. Hence the effect of such pending reconciliation on ﬁ nancial statements has not been ascertained.

65 24TH ANNUAL REPORT 2015-16

30 Disclosures in accordance with Revised Accounting Standard-15 on “Employee Benefi ts” Defi ned Contribution Plans Contribution to Defi ned Contribution Plans, recognised as expense for the year is as under :

2015-16 2014-15 (Rs. in lacs) (Rs. in lacs) Employer’s Contribution to Provident Fund 4,293,741 5,543,088 Employer’s Contribution to Pension Scheme 4,455,157 2,013,321 Defi ned Benefi t Plan The employees’ gratuity fund scheme managed by PNB MetLife Insurance Co. Pvt. Ltd. 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 the same manner as gratuity. (Amount Rs. in lacs) I) Reconciliation of opening and closing balances of Defi ned Benefi t Obligation Gratuity Leave Encashment (Funded) (Unfunded) 2015-16 2014-15 2015-16 2014-15 Defi ned Benefi t obligation at beginning of year 46,856,604 44,650,943 11,103,838 9,972,663 Current Service Cost 2,816,940 2,554,411 570,407 850,639 Interest Cost 3,333,237 2,898,976 901,165 856,710 Actuarial (gain) / loss 1,871,791 (4,355,931) (161,836) (2,513,311) Benefi ts paid - (705,679) (1,239,987) - Defi ned Benefi t obligation at year end 54,878,572 45,042,720 11,173,587 9,166,701 II) Reconciliation of opening and closing balances of fair value of Plan Assets Gratuity(Funded) 2015-16 2014-15 Fair value of Plan assets at beginning of year 34,765 726,774 Expected return on plan assets 2,955 67,227 Actuarial gain / (loss) 1,523 (53,557) Employer contribution - - Benefi ts paid - (705,679) Fair value of Plan assets at year end 39,243 34,765 Actual return on plan assets 4,478 13,670 III) Reconciliation of fair value of assets and obligations Gratuity Leave Encashment (Funded) (Unfunded) 2015-16 2014-15 2015-16 2014-15 Fair value of Plan assets 39,243 34,765 - - Present value of obligation 54,878,572 36,628,975 9,972,663 9,902,914 Amount recognised in Balance Sheet 54,839,329 36,594,210 9,972,663 9,902,914

66 WESTERN INDIA SHIPYARD LIMITED

IV) Expenses recognised during the year Gratuity Leave Encashment (Funded) (Unfunded) 2015-16 2014-15 2015-16 2014-15 Current Service Cost 2,816,940 2,554,411 570,407 850,639 Interest Cost 3,333,237 2,898,976 901,165 856,710 Expected return on Plan assets (2,955) (67,227) - - Actuarial (gain) / loss 1,870,268 (4,302,374) (161,836) (2,513,311) Net Cost 8,017,490 1,083,786 1,309,736 (805,962) V) Investment Details : % Invested 2015-16 2014-15 Fund managed by Insurer 100% 100% VI) Actuarial assumptions Gratuity Leave Encashment (Funded) (Unfunded) 2015-16 2014-15 2015-16 2014-15 Mortality Table (LIC) 1994-96 1994-96 1994-96 1994-96 (Ultimate) (Ultimate) (Ultimate) (Ultimate) Discount rate (per annum) 7.80% 9.10% 7.80% 9.10% Rate of increase in Compensation levels 7.00% 7.00% 7.00% 7.00% Expected rate of return on plan assets (per annum) 8.50% 8.50% Unfunded Unfunded 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. The expected rate of return on plan assets is determined considering several applicable factors., mainly the composition of Plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.

31 Related Party Disclosures (A) List of Related parties (as identifi ed and certifi ed by the Management) Holding Company ABG Shipyard Limited Ultimate Holding Company ABG International Pvt. Ltd. (Holding Company of ABG Shipyard Limited) Associate Companies ABG Resources Private Ltd. Companies over which Directors/relatives are able 1. ABG Shipyard Limited (Shri. Ashwani Kumar, to exercise Signifi cant Infl uence Shri. Ravi Nevatia and Shri. S. Muthuswamy (Common Directors) 2. PFS Shipping (India) Private Limited (Shri. A.K. Agarwal (Common Directors) Key Management Personnel Shri. S. Muthuswamy, Chief Financial Offi cer

67 24TH ANNUAL REPORT 2015-16

(B) Transactions with Related Parties for the year ended March 31, 2015 (Rs. In lacs) Particulars Holding Ultimate Associate Key Management Total Company Holding Companies Personnel Company Revenue from - - - - - Operations 665.42 - 1,352.52 - 2,017.94

Service Charges - - - - - Paid - - 24.00 - - Purchase of 119.58 - - - 119.58 Material - - - - - Other Loans 5,505.45 - - - - and Advances {Net of given/ 2,440.78 2,696.21 1,310.42 - 6,447.41 (returned)} # Amount reﬂ ected in italics represents last year ﬁ gure (C) Balance with Related Parties as on March 31, 2016

Particulars Holding Ultimate Associate Key Management Total Company Holding Companies Personnel Company Trade - - 3,405.39 - 3,405.39 Receivables 6,226.49 - 3,716.69 - 9,943.18 Other 2,394.18 - - - 2,394.18 Receivable 556.11 - - - 556.11 Trade Advance - - - - 2,394.18 - - - - - Unsecured Loan 2,500.00 - - - 2,500.00 2,500.00 - - - 2,500.00 # Amount reﬂ ected in italics represents last year ﬁ gure D) Disclosure of material transactions/ balances with related parties (Rs. in lakhs)

2015-16 2014-15 1. Revenue from Operations a. ABG Shipyard Ltd. - 665.42 b. PFS Shipping (India) Ltd. 1,352.00 1,352.00 2. Interest Income ABG Shipyard Ltd. - 556.11 3. Other Loans and Advances (Net) a. ABG Shipyard Ltd. 5,505.45 2440.78

32 Deferred Tax Asset in accordance with the Accounting Standard – 22 “Accounting for Taxes on Income” has not been recognised even after availability of unabsorbed depreciation and carried forward losses under the Income Tax Act as, in the opinion of the management, sufﬁ cient future taxable income will not be available for this purpose.

68 WESTERN INDIA SHIPYARD LIMITED

33 Contingent Liabilities 2015-16 2014-15 (a) Income Tax Liability: Income Tax Liability for fi nancial year 2005-06 for which the Company has 15.95 15.95 fi led appeal before CIT (Appeals) (b) Guarantees given by Banks 708.70 623.39 (c) Bonds executed in favour of Excise Authorities 15.00 15.00 (d) Sales Tax: Sales Tax liability for the fi nancial years from 1995-96 to 2004-05 for which 837.91 837.91 the Company has fi led appeal & stay petition against the same. (e) Value Added Tax (VAT): 515.78 515.78 Value Added Tax (VAT) liability for the fi nancial years from 2005-06 to 2007- 39.84 39.84 08 for which the Company has fi led appeal & stay petition against the same. VAT Assessment for FY 2010-11 for which the Company is yet to fi le appeal (f) Service Tax: Assessed Service Tax Liability for the fi nancial year 2001-02 to 2003-04. The 712.18 712.18 Central Excise & Service Tax Appellate Tribunal (CESTAT) has allowed the Company’s appeal on the ground that it does not render port services being a registered factory. The Department has fi led an appeal in the High Court of Bombay, Goa Bench at Panaji. The Company has contested the appeal. The appeal has been transferred to the High court of Bombay at Mumbai to be heard along with other similar appeals. (g) Legal Cases pending against the Company (net of provision) 2974.21 3929.25 (h) ICICI Loan recalled 3102.80 - (i) Custom Appeal: Custom Appeal / show cause notice for capital goods/spare and building of 868.51 760.12 JUB for which the Company is fi led an appeal. (j) Managerial remuneration payable to Cdr. S. K. Mutreja (Retd.) during his 20.98 36.73 tenure as Wholetime director & CEO which if paid will exceed the remu- nerstion approved by the Central Government under the provisions of Sec. 197 of the Companies Act, 2013 as amended. 34 Earning Per Share (EPS) (Rs. in lakhs) 2015-16 2014-15 a) Profi t/(Loss) for the year (in Rs.) (3,941) (3,466) b) No. of Equity Shares considered for Earning per Share 294,644,090 294,644,090 c) Basic and Diluted Earning per Share (Rs.) (0.00) (0.00) d) Face Value per Equity Share (Rs.) 2 2

35 Earning in Foreign Exchange (Rs. in lakhs) 2015-16 2014-15 Revenue from Operation - 624.28

36 Expenditure in Foreign Curreny Value of imports calculated on C.I.F. basis - -

37 Details of Material and Components consumed (Amount Rs. in lacs) Steel 22.33 93.68 Pipes 11.37 47.67 Paints 6.42 26.95 Others 1.5 6.28 Total 41.62 174.57 38 Auditors Remuneration 2015-16 2014-15 Statutory Audit 9.00 9.00 Tax Audit 2.00 2.00 Other Matter 1.50 1.50 Total 12.50 12.50

69 24TH ANNUAL REPORT 2015-16

39 Lease Obligations and Other Commitment The Company has taken land and water on license from Mormugao Port Trust (MPT) and license fees amounting to Rs. 623.39 lacs (Previous year Rs. 623.39 lacs) has been debited to profi t and loss account. The future minimum payment is as under : Not later than one year 623.39 623.39 Later than one year but less than fi ve years 623.39 1,371.46 40 Dues to Micro, Small and Medium Enterprises The Company has compiled this information based on the current information in its possession. As at 31st March 2016, no supplier has intimated the Company about its status as a Micro or Small Enterprise or its registration with the appropriate authority under the Micro, Small and Medium Enterprises Development Act, 2006. The Auditors relied on the information provided by the Management. 41 The fi nancial statements are prepared on basis of tally package as there was frequent disruptions of shiprepair business due to labour problems and and recession in the shiprepairs. Physical records to some extent were not made avaialble to the Auditors for verifi cation. Actual fi gures might differ. 42 No provision has been made for payment of bonus due to losses and absence of allocable surplus as per Payment of Bonus Act. 43 The Company has several disputes with the Mormugao Port Trust relating to excess recovery of license fees, interest and excess areas which is pending before Ministy of Shipping, which in the opinion of the Management the Company is hopeful of recovering. 44 The Company does not have an internal audit system as per the Companies Act, 2013. The Management has initiated the process of engaging a suitable Intenal Auditor. 45 Due to prolonged interruptions of shiprepair business and suspension of shiprepairs, some of the plant assets, expenses incurred and capitalized so far on these assets, related advances given to suppliers, and contractors and physical condition of these assets require technical evaluation to determine extent of impairment, or write off if any. However in the view of the management the suspension of shiprepair activities is temporary in nature and the assets are not obsolete and the Company will be able to resume operations in the near future and hence no provision is required to be made. The Management has informed that the recoverable amount of assets within the meaning of Accounting Standards - 28 is more than their carrying value and as such no amount needs to be recognised in the fi nancial statements for impairment loss. 46 There are various loans, advances and receivables from related parties in which the receipts are pending for several years leading to material uncertainty and doubts on the on the recoverability of the loans and advances.. However, in the opinion of the Management no provisions are required considering that these entities are related parties and hence the balances are considered good and recoverable by the Management. Such loans and advances are also interest free and there is no stipulation of repayment date, we consider prima facie the terms and conditions are prejudicial to the interest of the Company. 47 The fi nancial statements have been prepared assuming that the company will continue as a going concern. The Compa- ny has defaulted in the repayment to loans to its bankers. The Company has suspended its shiprepair business. Further there are civil and criminal proceedings before the judicial authorities seeking compensation, winding up, and punishment to the directors and offi cers of the Company. The Company has suffered recurring losses and its net worth has eroded. All these occurrences indicate a signifi cant doubt about the going concern. . The fi nancial statements do not indicate any adjustments that might result as from the outcome of this uncertainty. 48 Previous year fi gure has been rearranged / regrouped wherever considered necessary. For & On Behalf Of The Board For V. V. Kale & Co. Sd/- Sd/- Chartered Accountants Ashwani Kumar Firm Regd. No. 000897N Director Independent Director

Sd/- Sd/- Vijay V. Kale S. Muthuswamy Partner Chief Financial Ofﬁ cer M. No.- 080821 Place : Mumbai Dated : 06/10/2016 70 WESTERN INDIA SHIPYARD LIMITED

WESTERN INDIA SHIPYARD LIMITED CIN No:L35111GA1992PLC002464 Registered Ofﬁ ce& Shipyard: Main Building, P. B. No. 21, Mormugao Harbour, Mormugao, Goa - 403803. Phone: 0091 832 2520252–57. Fax: 0091 832 2520258.E-mail: [email protected], Website: www.wisl.co.in PROXY FORM [MGT-11] [Pursuant to Sec. 105(6) of the Companies Act, 2013 & Rule 19(3) of the Companies (Management & Administration) Rules, 2014] Name of member/s : ______Registered address : ______Email ID : : ______Folio No/Client ID/DP ID : ______I/We, being the member/s of : ______equity shares of above named Company hereby appoint: 1. Name:______Email ID: ______Address:______Signature ______or failing him/her 2. Name:______Email ID: ______Address:______Signature ______or failing him/her 3. Name:______Email ID: ______Address:______Signature ______As my proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24th Annual General Meeting of the Company to be held on Saturday, 31st day of December, 2016 at 3.00 p.m. at Vasco Residency, GTDC Tourist Hostel, Off Swatantra Path, Vasco-da-Game, Goa -403802 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution. no Resolution Vote Optional (see note 2) Please mention number of shares Ordinary Business Vote for Vote against Abstain 1. Adoption of audited Financial Statements 2. Re-appointment of Auditors Special business 3. Issue of Equity Shares on Preferential Basis : 4. Issue of Shares Warrents on Preferential Basis :

Signed this ______day of December, 2016

______or ______Signature of Shareholder Signature of Proxy holder Notes : 1. This proxy form in order to be effective, should be duly stamped with revenue stamp, completed, signed and deposited at the Registered Ofﬁ ce of the Company, not less than 48 hours before the commencement of the meeting. 2. It is optional to indicate your preference. If you leave the ‘for’ ‘against’ or ‘abstain’ columns blank, against all or any of te resolutions, your proxy will be entitled to vote in a manner he/she may deem appropriate. CUT WESTERN INDIA SHIPYARD LIMITED CIN No:L35111GA1992PLC002464 Registered Ofﬁ ce & Shipyard: Main Building, P. B. No. 21, Mormugao Harbour, Mormugao, Goa - 403803. Phone: 0091 832 2520252–57. Fax: 0091 832 2520258.E-mail: [email protected], Website: www.wisl.co.in ATTENDANCE SLIP

Folio No...... /DP ID No* ...... & Client ID No. * ......

[(*) Applicable for members holding Shares in electronic from)

Name : ...... Address: ......

I/We hereby record my/our presence at the 24th Annual General Meeting of the Company at Vasco Residency, GTDC Tourist Hostel, Off Swatantra Path, Vasco-da-gama, Goa - 403802 on Saturday, 31st December, 2016 at 3.00 pm and at any adjournment thereof. Signature of Shareholder/Proxy Holder Present: ......

Notes : (1) Member/Proxy holder are requested to bring their attendance slip with them when they come to the meeting and hand it over at the entrance after signing it (2) Members/Proxy holders who come to attend the meeting are requested to bring their copies of the AGM Notice.

71 24TH ANNUAL REPORT 2015-16

NOTES