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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
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