39th ANNUAL REPORT - BSE Ltd. (Bombay Stock Exchange) · Tebma Shipyard Limited and Gol offshore Limited Sub Contract for Building of Ships, Repair work , Chartering the fleet owned

39th ANNUAL REPORT 2015‐16

BOARD OF DIRECTORS AUDITORS P. C. KAPOOR- Managing Director DAMANIA & VARAIYA

Chartered Accountants VIJAY KUMAR- Managing Director 14/2, Mahalaxmi Ind. Estate,

D.Shivner Road, Lower Parel,Mumbai-400013 A. R. MURALIDHARAN-Director

REGISTRAR AND SHARE TRANSFER AGENT SHAKTI SHARMA- Women Director LINK INTIME (INDIA) PRIVATE LIMITED

C-13, Panalal Silk Mills Compound, MADHAV SRINIVAS - Additional Director (w. e. f. 13th August 2016)

L.B.S Marg, Bhandup (W) Mumbai-400078

CHITRA CHANDRASEKHAR- Additional Director (w. e. f. 13th August 2016)

REGISTERED OFFICE 302, 3rd Floor Wakefield House, Sprott Road, Ballard Estate, Mumbai-400 001

S. BALASUBRAMANIAN - Director (resigned w. e. f. 13th August 2016)

CORPORATE OFFICE Oberoi Chambers II,

V.GOPALAKRISHNAN President (Finance) & Company Secretary

646, New Link Road, Andheri (W),Mumbai-400053

CONTENTS

Managing Directors’ Message

Notice

Directors Report

Corporate Governance Report

Management Discussion and Analysis

Standalone Financial Statement

- Auditors Report

- Balance Sheet

- Statement of Profit and Loss Account

- Cash Flow Statement

- Significant Accounting Policies and Notes to Accounts

Consolidated Financial Statement

- Auditor’s Report

- Balance Sheet

- Statement of Profit and Loss

- Cash Flow Statement

- Basis of Consolidation

- Significant Accounting Policies and Notes to Accounts

Attendance Slip and Proxy Form

MANAGING DIRECTORS’ MESSAGE

On behalf of BHARATI DEFENCE AND INFRASTRUCTURE LIMITED, and the Bharati family, we would like to express our deepest gratitude to all the stake holders for their continued support and belief during these troubled and turbulent times. Unfortunately, your Company continues to be under financial stress inspite of making relentless efforts to fight against the odds arising due to the continuing global downturn in the world economy in general and shipping and shipbuilding industry in particular – this is the worst slump ever to be seen in this industry.

Unfortunately earlier, the Banks had not released the required working capital facilities despite the CDR EG approval and this in turn resulted in the Company getting financially stressed. Edelweiss Asset Reconstruction Company (EARC) is currently acting as the lead lender on account of assignment of majority of the debt by the Company’s Lenders. Till recently Edelweissm (I.B. Division), had taken the exclusive right to raise funds and/or to find a strategic and /or financial Investor for your Company. A sum of Rs. 30.0 crores was also released by M/s. Edelwiess (Finance Division), but your Company could not get any other funds or any strategic / financial investors. The Company and its Promoters now, (since the exclusivity period is over), are exploring multiple options for funding of its partly completed projects and though it is a challenge in these difficult times, we are hopeful of a positive outcome within the next 8/9 months.

With a view to tide over the present difficult situation, Bharati has been making duel efforts viz; on the one hand we have been striving towards growth of revenue and on the other hand efforts are being made for reduction of outflow of funds by judicious utilization of resources.

Because of its expertise not only in shipbuilding but also in Fabrication of Offshore structure, Rig Building and other Ocean Engineering Products, Bharati has an edge over its peers but on account of constant decrease in the global oil demand and prices, the demand has not been up to the expectations. Bharati is the proud owner of two large shipyards located in Dabhol and Mangalore with state-of-the art infrastructure. As informed earlier your Company has also got the industrial license for manufacturing Warships, Frigates, Sub-marines and Petrol Boats etc. from the Ministry of Defence and the Government of India and in order to correctly reflect the true nature of its business activities the name of the Company had been changed to BHARATI DEFENCE AND INFRASTRUCTURE LIMITED from BHARATI SHIPYARD LIMITED. Presently with the Governments avowed objective of “Make in India” and the Ministry of Defence Policy statement to build all their requirements indigenously as also to give repair work to the private shipyards, your Company expects to get large value orders in the future once their operations are stabilized. Presently the Company is working at low capacity utilization for want of working capital but as stated above we are hopeful of resolving this issue in the next 8/9 months.

The Bharati has however, successfully delivered 2 (two) vessels in the past year to Coast Guard.

Because of the commitment of its employees and the support from all of you, we are confident that we will be able to face the future more confidently.

Concluding, I would reiterate that we are extremely thankful to our investors, customers, bankers, employees and the Bharati family for their continuous support throughout these very challenging times.

Thanking you, Yours faithfully,

Mr. Vijay Kumar Mr. P.C. Kapoor Managing Director Managing Director

NOTICE

NOTICE is hereby given that the THIRTY NINETH Annual General Meeting of the Members of BHARATI DEFENCE AND INFRASTRUCTURE LIMITED ( Formerly known as BHARATI SHIPYARD LIMITED) will be held on Friday, the 30th day of September 2016 at 2.00 pm at Babasaheb Dahanukar Hall, Maharashtra Chamber of Commerce, Industry & Agriculture (MACCIA), Oricon House, 6th Floor, 12, K. Dubhash Marg, Kala Ghoda, Fort, Mumbai - 400 001, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2016 and Profit & Loss

Account for the year ended as on that date together with the Directors’ and Auditors’ Report thereon.

2. To appoint a Director in place of Mr. A. R. Muralidharan, who retires by rotation 3. To appoint the Auditor and to fix his remuneration and in this regard to consider and if thought fit, to

pass, with or without modifications(s), the following Resolution as in Ordinary Resolution. “RESOLVED THAT pursuant to the provisions of Section 139,142 and other applicable provisions, if any, of the Companies Act,2013(the Act) and the Companies (Audit and Auditors) Rules,2014, M/s M. V. Damania Chartered Accountants,(FRN:102079W) (Now Damania & Varaiya – Chartered Accountants) be and is hereby appointed as the Statutory Auditors of the Company; to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on such remuneration as may be mutually decided by the Board of Directors/Audit Committee of the Company and the Statutory Auditors”

SPECIAL BUSINESS:

4. Appointment of Mr. Madhav Srinivas (DIN 02994130) as an Independent Director of the Company. To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149,152 and all other applicable provisions (if any) of the Companies Act, 2013,, read with Schedule IV thereto of the Companies Act, 2013 if any ,Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force ) and the provisions of the SEBI (LODR)Regulations 2015, Mr Madhav Srinivas (DIN -02994130), who was appointed as an Additional Director of the Company, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of the Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (five) consecutive years.

5. Appointment of Mrs. Chitra Chandrasekhar (DIN: 00406215), as an Independent Director of the Company. To consider and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149,152 and all other applicable provisions (if any)of the Companies Act, 2013,, read with Schedule IV thereto of the Companies Act, 2013 if any ,Companies (Appointment and Qualification of Directors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force ) and provisions of SEBI (LODR)Regulations 2015, Mrs. Chitra Chandrasekhar(DIN:00406215), who was appointed as an Additional Director of the Company, pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual

General Meeting and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of the Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (five) consecutive years.

6. Approval for entering into Related Party Transactions by the Company To consider and, if thought fit, to pass, with or without modification(s), the following as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 read with the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force), the consent of the Company be and is hereby accorded to enter into the related party transactions by the Company with the respective related parties and for the maximum amounts per annum, as mentioned herein below:

Name of Company Nature of Transaction Amount per annum

Pinky Shipyard Private Limtied, Tebma Shipyard Limited and Gol offshore Limited

Sub Contract for Building of Ships, Repair work , Chartering the fleet owned by them

Rs.150 Crore per annum.

“RESOLVED FURTHER THAT the Board of Directors of the Company and/or a Committee thereof, be and is hereby, authorized to do or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties, doubts that may arise with regard to any transaction with the related party and execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company.”

By the Order of the Board of the Directors For BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

(Formerly known as BHARATI SHIPYARD LIMITED)

Sd/- V.Gopalakrishnan

(President (Finance) & Company Secretary) Place: Mumbai Date: 13th August, 2016 Registered Office: 302, Wakefield House, Ballard Estate Mumbai-400 001 NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL, INSTEAD OF HIMSELF/HERSELF AND THE PROXY SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies in order to be effective, must deposit the instrument appointing the proxy, duly stamped,

completed, and signed at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

3. Pursuant to provisions of section 91 of the Companies Act, 2013, the Register of Members and the Share

Transfer Books of the Company will remain closed from 23rd September, 2016 to 30th September, 2016

(both days inclusive).

4. Corporate members intending to send their authorized representatives to attend the AGM are requested to send the Company a duly certified copy of their board resolution authorizing their representative to attend and vote on their behalf.

5. Members are requested to intimate to the Company/ its Registrar, changes, if any, in their registered

addresses, /e-mail ids at an early date and to quote folio numbers in all their correspondence.

6. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote at the AGM.

7. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special

Business in the Notice is annexed hereto. In pursuance of Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and Secretarial Standard on General Meetings, details in respect of the Directors seeking appointment/ re-appointment at the AGM, form part of this Notice.

8. Information about the Directors seeking appointment/ re-appointment, as required under Regulation 36 of LODR Regulations and clause 1.2.5 of the Secretarial Standard on General Meeting (SS-2)

Name of the Director Mr. Madhav Srinivas Age 52 years

Qualification B.Com Expertise in specific functional areas He is a Commerce graduate from Mumbai University. He has

wide and varied experience in Corporate Finance and Banking. He also possesses good experience of Management and administration of corporate.

Directorship in other Indian Companies as on 31.03.16 (excluding foreign, private and section 8 companies)

Tebma Shipyards Limited

Committee Membership Audit Committee Share Holding Nil

Name of the Director Ms. Chitra Chnadrasekhar Age 54 years

Qualification BSc in Mathematics Post Gradute Diploma from IIM (Bangalore)

Expertise in specific functional areas She has acquired sufficient Corporate experience by dint of herhard work and association with Big Corporates.

Directorship in other Indian Companies as on 31.03.16 (excluding foreign, private and section 8 companies)

Committee Membership Audit Committee Share Holding Nil

* Subsidiary of a Public Company.

9. Members to whom hard copy of the Annual Reports have been provided are requested to bring the copies of Annual Report at the time of attending Annual General Meeting. Please note that no copies of Annual Reports will be made available to the members at the time of meeting.

10. Members are requested to send their queries, if any, on the accounts, to the Compliance Officer at least

15 days before the Annual General Meeting to enable the Company to be ready with the replies at the

AGM. Please note that no queries will be replied if received/raised after the above said time limits.

11. Members are requested to register their Email ID with Registrar & Transfer Agent (R&TA), M/s. Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078.

12. Members are requested to bring their Client ID and DP ID Numbers for easy identification of

attendance at the meeting.

13. All documents referred to in the Notice and the Explanatory Statement are open for inspection by the members of the Company and others entitled thereto at the Registered Office of the Company between 11.00 a.m. to 2.00 p.m. on any working day, up to the date of the ensuing AGM.

14. Members are also requested to claim their unclaimed dividend for the year 2008-09 onwards else if remained unclaimed for 7 (seven) years, the same will be transferred to the credit of Investors’ Education and Protection Fund under the provisions of Section 124 (5) of the Companies Act 2013 and the same cannot be reclaimed.

15. VOTING THROUGH ELECTRONIC MEANS

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations), the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM) may also attend the

AGM) but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on 27th September, 2016 (9:00 am) and ends on 29th September, 2016 (5:00 pm). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2016, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)] : (i) Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No.

as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/ (iii) Click on Shareholder - Login (iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login. (v) Password change menu appears. Change the password/PIN with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password. It

is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select “EVEN” of “Bharati Defence And Infrastructure Limited”. (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted. (x) Upon confirmation, the message “Vote cast successfully” will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio

which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 23rd September, 2016.

X. Any person, who acquires shares of the Company and become member of the Company after

dispatch of the notice and holding shares as of the cut-off date i.e. 23rd September, 2016 , may obtain the login ID and password by sending a request at [email protected] or [email protected]. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

XI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

XII. A person, whose name is recorded in the register of members or in the register of beneficial

owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

XIII. Mr. Aqueel A Mulla, Practicing Company Secretary, (Membership No. FCS 2973) has been

appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

XIV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting

is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the

votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the

presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

XVI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of

the Bharati Defence And Infrastructure Limited and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai and National Stock Exchange of India Limited.

By the Order of the Board of the Directors For BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

(Formerly known as BHARATI SHIPYARD LIMITED)

Sd/- V.Gopalakrishnan

(President (Finance) & Company Secretary) Place: Mumbai Date: 13th August, 2016

Registered Office: 302, Wakefield House, Ballard Estate Mumbai-400 001

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013, FOR THE ITEMS OF SPECIAL BUSINESS AT SR NO’S, 4, 5 AND 6 OF THE NOTICE. FOR ITEM NO.4 Mr. Madhav Srinivas was appointed as an Additional Director on the Board w.e.f. 13th August 2016 as an Independent Director for a period of 5 years, subject to the provisions of 152 of the Companies Act 2013, read with conditions specified under Schedule IV of the Companies Act 2013. The Board Of Directors of the Company is of the opinion that Mr. Madhav Srinivas who is proposed to be appointed as the Independent Director fulfills the conditions specified under the Companies Act 2013. Pursuant to the provisions of Section 168 of the Companies Act, 2013, the Company has received a notice from a member (along with a deposit of Rs. 1, 00,000/-) recommending his candidature to the office of director of the Company. The appointment of Mr. Madhav Srinivas will bring his expertise to the Board and the Company which will be an invaluable addition to the Management of the Company under the prevailing circumstances. Your Directors recommend the Resolution to the Members of the Company and except Mr. Madhav Srinivas none of them is concerned or interested in it. FOR ITEM NO.5

Mrs. Chitra Chandrasekhar was appointed as a Additional Director of the Company on 13th August 2016, to comply with the provisions of Section 149 of the Companies Act, 2013 and holds office for a period of 5 years. Pursuant to the provisions of Section 168 of the Companies Act, 2013, the Company has received a notice from a member (along with a deposit of Rs. 1, 00,000/-) recommending her candidature to the office of director of the Company. The appointment of Mrs. Chitra Chandrasekhar will bring his expertise to the Board and the Company which will be an invaluable addition to the Management of the Company under the prevailing circumstances. Your directors recommend the Resolution to the members and except Mrs. Chitra Chandrasekhar none of the directors of the Company is concerned or interested in it.

FOR ITEM NO.6

The Companies Act, 2013 aims to ensure transparency in the transactions and dealings between the related parties of the Company. The provisions of Section 188(1) of the Companies Act, 2013 that govern the Related Party Transactions, requires that for entering into any contract or arrangement as mentioned herein below with the related party, the Company must obtain prior approval of the Board of Directors and in case of the Company having a paid up share capital of rupees Ten crore or more, prior approval of the shareholders by way of a Special Resolution must be obtained: 1. Sale, purchase or supply of any goods or materials; 2. Selling or otherwise disposing of, or buying, property of any kind; 3. Leasing of property of any kind; 4. Availing or rendering of any services; 5. Appointment of any agent for purchases or sale of goods, materials, services or property; 6. Such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company and 7. Underwriting the subscription of any securities or derivatives thereof, of the Company. The Board of Directors of the Company took note that the Company being in existence for last three decades has developed into a financial institution with efficient systems, competent credit management practices and stringent operational control processes, thus, may extend the required support to its associate Companies. In the light of provisions of the Companies Act, 2013, the Board of Directors of your Company has approved the proposed transactions along with annual limit that your Company may enter into with the related parties (as defined under section 2(76) of the Companies Act, 2013).Any other information relevant or important for the Board/Members to take a decision: The support and services being extended by the Company to its associate Companies in relation to business enhancement and for building up robust practices and processes are towards the benefit of all the Companies. The respective agreements will be entered on arm’s length basis. The members are further informed that no member/s of the Company being a related party or having any interest in the resolution as set out at item No. 6 shall be entitled to vote on this special resolution. The Board of Directors recommends the resolution set forth in item No.6 for approval of the Members. Except Promoter Directors and their relatives (to the extent of their shareholding interest in the Company), no other director or Key Managerial Personnel or their relatives, is concerned or interested, financially or otherwise, in passing of this resolution.

By the Order of the Board of the Directors

For BHARATI DEFENCE AND INFRASTRUCTURE LIMITED (Formerly known as BHARATI SHIPYARD LIMITED)

V.Gopalakrishnan (President (Finance) & Company Secretary)

Place: Mumbai Date: 13th August, 2016 Registered Office: 302, Wakefield House, Ballard Estate Mumbai-400 001

DIRECTORS’ REPORT

TO, THE MEMBERS OF BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

On behalf of the Board of Directors, it gives me immense pleasure in presenting to you the 39th Annual Report on the working of the Company, together with the Audited Financial Statements of the Company for the year ended March 31, 2016.

1. FINANCIAL RESULTS: -

The working of your Company for the year under review resulted in (Rs. in Lakhs)

PARTICULARS FINANCIAL YEAR

2015-16 2014-15

Total Income 6,797.59 4,372.78

Profit before Interest, Depreciation & Tax (inclusive extraordinary items)

(2,22,901.64) (64,961.21)

Less : Finance Cost 31,941.01 29,480.50

Less : Depreciation 6,094. 6,227.02

Profit before Tax (48,790.89) (1,00,668.83)

Less : Tax (71,137.63) (14,210.50)

Profit / (Loss) after Tax (1,89,799.01) (86,458.24)

Surplus brought forward (1,67,971.25) (81,312.12)

Amount available for appropriation (3,57,770.24) (1,67,770.36)

APPROPRIATIONS (Section 134(3)(j) - --

Transfer to General Reserve - (200.89)

Surplus carried forward (3,57,770.24) (1,67,971.25)

Total Appropriations (3,57,770.24) (1,67,971.25)

2. CAPITAL: During the year under review Authorized Share Capital of the Company is Rs. 9900.00 Lakhs consisting of 99,000,000 Equity Shares of face value of Rs. 10/- each. We have also issued 26, 47,313 Convertible Warrants to Edelweiss Finance and Investments Limited (EFIL). 3. DIVIDEND: In view of inadequate profits the directors do not recommend Dividend for the year under review. {Section 134(3) (k)} 4. OPERATING RESULTS AND PROFITS: During the year under review your Company has successfully delivered 2 vessels. During the year, turnover has increased to Rs. 4, 705.17 Lakhs in comparison to the previous year of Rs. 2,912.28 lakhs. The Company has incurred Net loss of Rs. 1,89,799.01 Lakhs as compared to Rs. 86, 458.24 Lakhs in the previous year.

5. FINANCE: As at the end of financial year, your Company has total Secured Long-term facilities of Rs. 6, 96, 181.85 Lakhs (Including Debentures and Term Loans). The Company has total Short term facilities of Rs. 18, 650.86 Lakhs (including Secured Loans Short term borrowing of Rs. 11, 693.55 lakhs and unsecured loans of Rs. 6, 957.31Lakhs). 6. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE : During the year under report, the following companies are:

SUBSIDIARIES a) Advitiya Urja Private Ltd. b) Dhanshree Properties Private Ltd. c) Natural Power Ventures Private Ltd. d) Nirupam Energy Projects Private Ltd. e) Nishita Mercantile Private Ltd. f) Pinky Shipyard Private Ltd. g) Premila Mercantile Private Ltd. h) Vishudh Urja Private Ltd. i) Tebma Shipyard Limited

ASSOCIATE Company holds 49.73% in GOL offshore limited resulting to which it is classified as an Associate to the Company.

The financials of the subsidiary and associate Company have been considered in the consolidated Financial Statements of the Company and forms a part of this Annual Report as required by the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and Rule 8(1) of the Companies (Accounts) Rules 2014.

However, the Company has availed general exemption, given by Central Government vide circular no 2/2011 dated February 08, 2011 from attaching the Annual Audited Accounts of the Subsidiary companies with its Annual Report. Accordingly the said documents have not been attached with the Balance sheet of the Company.

However, the Annual Accounts of the subsidiary and companies and related detailed information will be made available to the members of the Company and its subsidiary companies seeking such information at any point of time. The Annual Accounts of the subsidiary companies will be kept open for inspection by any investor at the Registered Office of the Company.

7. DIRECTORS: a) The Company, as on the date of the report, has five directors. Out of these 3 are independent

directors (including a woman director), and two are Promoter Directors.

b) During the year under report, Mr. R. Jayaseelan , Director(Occupier) and Mr. V. Chandrasekaran resigned from the Board and the Board has kept on record, its appreciation of their guidance to the Company.

8. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS: Corporate Governance Report and Management Discussion and Analysis Report forms an integral part of this Report and are set out as separate Annexures to this Report. Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Secretarial Audit Report in Form MR 3, for the year under report, from the Independent Practicing Company Secretary, for carrying out the Secretarial Audit of the Company’s Compliance of Corporate Governance Conditions as stipulated under the provisions of the Companies Act, 2013, Rules framed there under and Regulation 27, SEBI (LODR) Regulations 2015, is annexed to this Board Report.

9. DISCLOSURES ABOUT CSR POLICY: Pursuant to provisions of Section 134(3) (o) the Company has developed a CSR Policy and has taken necessary initiatives, but due to losses in the previous years we have not implemented/spent any money on CSR Activities. 10. AUDITORS: M/s. M.V. Damania & Co., Chartered Accountants, the existing auditors hold office as Statutory Auditor till the ensuing Annual General Meeting as per the provisions of Companies Act, 2013. M V Damania & Co, Chartered Accountants has given consent for the appointment and also issued certificate to the effect that their appointment, if made, will be in accordance with the conditions prescribed under rule 4 of the Companies (Audit and Auditors) Rules, 2014. The Directors have recommended to the Members, their appointment at the ensuing 39th Annual General Meeting.

11. CORPORATE DEBT RESTRUCTURING SCHEME The Bharati Defence and Infrastructure Limited (“company”) has approached Corporate Debt Restructuring (CDR) cell through State Bank of India (SBI) Lead Banker of the consortium for the restructuring of its debts under CDR scheme in December 2011.

As per approved Scheme under CDR, Many Banks have not released the facilities, though Promoters have infused funds towards promoter’s contribution as required in the CDR package Due to various technical and operational reasons the scheme could not go though and package could not be implemented., because of which the Company Account has become Non Performing Account (NPA) in some of the Banks by June 2014, out of 23 Banks ,18 Banks have sold and assign their 83% of total debts / loans to Edelweiss Assets Reconstruction Company Limited (EARC) Mumbai. Currently we have 5 Banks / Financials Institutes Including EARC in our Debt.

Presently we have exited on 20th August, 2014 from CDR System on account of failure of approved package. Day to day the financials management of the Company is being managed under the guidance of EARC.

12. FIXED DEPOSITS: Pursuant to provisions of sub-rule 5(v) of Rule (8) the Companies (Accounts) Rules 2014, during the year under report, the Company, has neither accepted nor renewed any deposits from public. 13. LISTING FEES TO STOCK EXCHANGES: The Company has paid the Listing Fees for the year 2015-16 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd. 14. EXTRACTS OF ANNUAL RETURN: Pursuant to provisions of Section 134(3)(a) read with provisions of Section 92(3) of the Companies Act,2013, and in compliance of the requirements of Rule 12(1) of the Companies ( management and Administration ) Rules 2014, Extracts of Annual Return in FORM MGT 9 are attached with this Report of the Board of Directors of the Company. 15. PERSONNEL: The relations with all Employees of the Company, both Shore and Floating Staff have been cordial. Your Directors wish to express their appreciation of the services rendered by the devoted Employees. 16. DEMATERIALIZATION OF SHARES: The Company’s shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, 100% of the shares held by the Promoter / Persons Acting in Concert category are in the Electronic Form.

17. DETAILS OF BOARD MEETINGS : Pursuant to provisions of Section 134(3)(b) of the Companies Act,2013, the relevant details are given in the Report on Corporate Governance forming part of this Board Report.

18. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134(3)(c) of the Companies Act, 2013, in relation to financial statements for the year 2015-16, the Board of Directors reports that:

• In the preparation of the annual accounts, the applicable accounting standards read with requirements as set out under Schedule III to the Companies Act,2013, have been followed along with proper explanation relating to material departures;

• Accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at the end of the financial year and of the loss of the Company for the year ended March 31, 2016;

• Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The annual accounts have been prepared on a going concern basis. • That the Directors have laid down internal financial controls to be followed by the Company and

that such internal financial controls are adequate and are operating effectively and that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS: Pursuant to provisions of Section 134(3)(d) read with Section 149(7) of the Companies Act, 2013, the Independent Directors have given declarations that they meet the criterion as set out under the provisions of Section 149(6) of the Companies Act, 2013. 20. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION: The information required to be given under the provisions of Section 134(3)(e) read with provisions of Section 178 (1) of the Companies Act, 2013. 21. AUDIT REPORT: The Auditors have qualified their report (Standalone and Consolidated) on the annual accounts of the Company for the year ended March 31, 2016.

That these qualifications are self explanatory and do not need any further comments from the Board of Directors of the Company, under the provisions of Section 134(3) (f) of the Companies Act, 2013.

22. CONSOLIDATED ACCOUNTS: The Consolidated Financial Statements are prepared in accordance with the relevant Accounting Standards prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. 23. CHANGE IN SHARE CAPITAL: The Company has not made any issue of shares during the year and its Share Capital for the year ended 31st March 2016 remains unchanged. 24. LOANS AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,2013: That pursuant to the provisions of Section 134(3) (g) read with Section 186 of the Companies Act, 2013, no Loans, Guarantees or Investments have been made by the Company during the year under report.

25. RELATED PARTY TRANSACTIONS: Pursuant to provisions of Section 134(3) (h) of the Companies Act, 2013, details as required to be given as per Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 have been given in Notes to the Accounts.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO: Particulars regarding conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo etc. as required to be given under the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) (A), 3(B) an d 3(C) of the Companies (Accounts) Rules 2014 have been given in Annexure - A. Foreign Exchange Earnings & Outgo: The Information on foreign exchange earnings and outgo is also disclosed in Annexure – A.

27. RISK MANAGEMENT POLICY: Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and provisions Regulation 27, SEBI (LODR) Regulations 2015, the Board has developed and implemented a Risk Management Policy for the Company. 28. ANNUAL EVALUATION OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL

DIRECTORS: The Board is formally evaluating performance of Directors and Board, Committees and individual directors, pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013.

29. ISSUE OF EMPLOYEE STOCK OPTIONS: During the year under report, the Company has not issued any options to the employees and hence there is no disclosure required to be made pursuant to Rule No. 12 (9) of the Companies (Share Capital & Debentures) Rules 2014. 30. REGISTRATION WITH BIFR: The Company’s Reference No 3(B-4)/BC/2015, was made to BIFR. 31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year under review, there were no cases filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of section 125 of Companies Act 2013, the necessary amount has been transferred to the credit of fund.

33. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Company has Appointed Mrs. Rekha Ambawat, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit is annexed herewith as MR-3, which forms a part of the Annual Report.

34. ESTABLISHMENT OF VIGIL MECHANISM The Company has a Vigil Mechanism in place. Any employee having any complaint is free to approach the Chairman of Audit Committee wit his/her grievances. During the year under report, no such complaints have been received. 35. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate Internal control System and procedures in place and they are effectively working. However with a view to have more better controls, the Company continuously reviews and updates these controls and procedures.

36. ACKNOWLEDGEMENT: Your Directors place on record their sincere appreciation for the continued support from shareholders, customers, suppliers, banks & financial institutions and other business associates. A particular note of thanks to all employees of your Company, without whose contribution, your Company could not have achieved the year’s performance. Your Directors are thankful to the shareholders for their faith and continued support in the endeavors of the Company.

For and on behalf of the Board

P..C.Kapoor Vijay Kumar Managing Director Managing Director

Place: Mumbai Date: 30th May, 2016 Addendum to the Directors’ Report:

The Board of Directors, at its meeting held on 13th August 2016 appointed Mr. Madhav Srinivas and Mrs Chitra Chandrasekhar as Additional Directors, on the Board of Directors of the Company. Pursuant to the provisions of section 134 of the Companies Act 2013, the members are hereby informed about these appointments, pursuant to the provisions of section 152 of the Companies Act 2013, read with Schedule IV and Directors (Appointment and Qualification) Rules, 2014, this disclosure in the form of addendum is annexed to this report.


P..C.Kapoor Vijay Kumar Managing Director Managing Director

Place: Mumbai Date: 13th August 2016

ANNEXURE A TO DIRECTORS REPORT

A. Conservation of Energy:

I. We have under taken up gradation of Electrical systems to improve Power Factor to 0.99 resulting

into reduction in consumption of electricity.

II. We have extended energy saving systems for welding sets to additional machines.

III. We have installed Solar panels for the water heating at the accommodation at yards.

B. Technology Absorption:

I. On the construction side we have introduced line production system that avoids unnecessary

transportation time and hastens the productivity. To support this system we have introduced

Computer Numeric Control machines for profile cutting of plates and pipes and Nobolder automatic

welding machines.

II. We are now engaged in building a Mobile Offshore Drilling Unit capable of operating in 350 feet of

water. This Rig can be elevated to a height of 418Feet and has an advanced electric rack and pinion

system of jack up as well as derrick skidding system. It has a cantilever cover of 70 feet beyond the

transom and drill floor movement of 30 feet side to side.

III. Also, we have introduced Self Propelled Moduler Transport System by which we can transport large

structures weighing as much as 2500 tonnes. We have also introduced, in our yards, the

pneumatically controlled Skidding System by which we can skid and load out structures as heavy as

7000 tonnes.

C. Foreign Exchange Spent And Earned:

Rs. in Lakhs

Particulars F.Y.2015-16 F.Y.2014-15 a) Value of Direct Import calculated on CIF Basis: i. Raw Materials (incl Components, spare parts) 391.98 447.08 iii. Capital Goods b) Earning in Foreign Exchange on account of export of Goods:(FOB Value) c) Expenditure in Foreign Currency: ii. Design and Consultancy - 1.15 iv. Legal & Professional fees - - v. Interest 40466.16 1112.61 vi. Others 8.79

��

�� !"#�$%&�� '�"(!%

��)�)��

��* �+��,�-��.��/�+�0��+�0 ��1 �-+�� 2�� +3 �+3 ��2�� 2�� ,��$��& �2�� ,��$��& ��/ 4�,�

�* �� 0 �+��+3 5 �� +.�3�� $�� 3�/��1 �+3 ��,�� ,� �,�� 2�/��/ �-+��-3/��1

��3�� 6 ��2�� +�+�� +�+�� +�+��

��.��/�+�0&

� ��

� ��!�"��##��$�#��#" �� %�� &�%�� &��% ��&�� %�� % � ��

� '��( $)#�*#!��#" �� &�� &%�%��% %�&�� %&��%�%� �� %� ��

� '��+,!#�-� �$�#.�" �� &�� &�%��

� '�"��/#�.�!��(# �� %� � � ��

� �!0�"�� %�� &�� &%�%�� %� ��

% �#+�(�1��

� *�"��

� 2#3+�1�� &�� &�� &�� &�� &�%��%� ��&%��%�� &%��%�� %��

4,5.(��!-1��#6��(�!��#"#��#"71��(�"

'$�#8��#�$��!-��#"$9�((1�3"��"��"�/��.�&��

��'�+#$9"�3"��)��.��#�#��$.$++#!.#$�#��$!"8 '��

��

��)�)�7�� 8��9��

�+��+�� !"#�$%&�,��+�� '��"(!%��3+�/�� +��+�0�+�/�8��9��

��*�

��+��,�� +��8��9�� :��,,�-��/ ��1+3��-��0+�/��/

��""$.��#6$+��!�� :$�!�*#!��#�

� ��#"��#�;�(�!.#1�##� ��# ��<��<�� <��<��

� 1��#"$9�""$.��#<:$�!�*#!��#"�#(�3��#6$+��!�$!��#�#��#!�

��'�+3#� ��&��&�� &��

3��+$�!�"$9=!�#"�+#!��"�=!��0�"� ��&��

�'$�#��

.��$9�$(��!- ��%��

� '#�)$��3��3(#�$"��#�$(��!-�"�#� ��&%��

��#"��#�;�(�!.#1�##��"�=!��0�"�

� �$9��<��$""�9$��#�#��.$!"��#�#��! ��&��%��

6$!"$(��$!��"�=!��0�"�

� '$�6$!"��#�#��!6$!"$(��$! � '$�#��

� #".��$!$9�$)��#�#�""�-!�9�.�!��!9(�#!.# '$�#�� '$�#��

% �#�"$!)��#�""$.��#<:$�!�*#!��#�"!$�.$!"$(��#� � '$�#��

'$�#��'�+#$9�""$.��#<:$�!��#!��#)��.��#�#��$.$++#!.#$�#��$!"8 ;#!-�(1��

>$��!�$!3#��(9$9��#;$��$9 ��#.�$�"

*��*�;+�� 9�<+0�;��+�

/�!�-�!- ��#.�$� /�!�-�!- ��#.�$�

��.+� :�+3�;��-�+�

�+��7�%(-��+0'�"(!= ? �#"��#!�>�!�!.#�!�6$+��!�1#.�#��@

'$�#��A;��#$9B$(��!-$9��%��!CD�D99"�$�#��3�1�3"��6$+��!�#" ��!�"��## �$�#�� !�

'��( $)#�*#!��#" ��

'$�#��2�#6$+��!��$(�"��"��#�!:$�!�*#!��#�;#!-�(1��+��#��

'$�# � � 2�# 9�!�!.��(" "��#+#!�" $9 :$�!� *#!��# )#�# !$� +��# ��(�3(# 9$� .$!"$(��$! 9$� ��# �#�� #!�#� ��"�

/��.� �� !� �#!.# �3$�# �#9#��#� �#��(" ��# .$+��(#� $! ��# 3�"�" $9 �!��#� 9�!�!.��( "��#+#!� $9 �$�!� �#!��#

#!��"$!��"�/��.�&��

ANNEXURE C to Directors Report (MGT-9)

MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2016 {Pursuant to section 92(3) of the Companies Act, 2013 and rule 2(1) of the Companies

(Management and Administration) Rules, 2014} ___________________________________________________________________________

REGISTRATION AND OTHER DETAILS:

1. Name Of The Company:- BHARATI DEFENCE AND INFRASTRUCTURE LIMITED(Formerly known as BHARATI SHIPYARD LIMITED)

2. CIN NO:- L61100MH1976PLC019092

3. Registration Date:- 22/06/1976

4. Category / Sub-Category Of The Company:- Public Company Limited by Shares

5. Address Of The Registered Office AndContact Details:-

302, 3rd Floor, Wakefield House, Sprott Road Ballard Estate, Mumbai-400001

6. Whether Listed Company Yes / No:- Yes

7. Name, Address And Contact Details Of Registrar And Transfer Agent, If Any:-

Link Intime (India) Pvt Ltd, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup, Mumbai-40078

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr.No Name and Description of main products/services

NIC Code of the

product/services

% to total turnover of

the Company

1.

Business of Naval Architecture, Marine Engineering and

Ocean Engineering and to build various types of ships and

other vessels, (both with and without power), build drilling

rigs, fabricating offshore platform and other Offshore and

other structures, earth moving machinery and all

platforms and equipments required for Defence Purpose.

3511 100%

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SR.NO

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

1.

Advitiya Urja Pvt. Ltd.

U40104MH2008PT C183572

Subsidiary Company

100 2(87)(i)

2.

Dhanshree Properties Pvt. Ltd.

U45200MH2007PTC169252

Subsidiary Company

100 2(87)(i)

3 Natural Power Ventures Pvt. Ltd.

U40105MH2008PTC183570

Subsidiary Company

100 2(87)(i)

4 Nirupam Energy Projects Pvt. Ltd.

U40108MH2007PTC176682

Subsidiary Company

100 2(87)(i)

5 Nishita Mercantile Pvt. Ltd.

U51900MH2008PTC187444

Subsidiary Company

100 2(87)(i)

6 Pinky Shipyard Pvt. Ltd.

U35111GA1991PTC001139

Subsidiary Company

51 2(87)(i)

7 Premila Mercantile Pvt. Ltd.

U51900MH2008PTC186264

Subsidiary Company

100 2(87)(i)

8 Vishudh Urja Pvt. Ltd. U40104MH2008PTC183571

Subsidiary Company

100 2(87)(i)

9 Tebma Shipyard Limited L27209TN1984PLC010994

Subsidiary Company

53.79 2(87)(i)

10 GOL Offshore Limited

L11200MH2005PLC154793

Associate Company

49.73 2(6)

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total equity)

i) Category-wise Share Holding

CATEGORY OF

SHAREHOLDERS NO. OF SHARES HELD AT THE

BEGINNING OF THE YEAR NO. OF SHARES HELD AT THE END

OF THE YEAR %

CHANGE DURING

THE YEAR

Demat Physical

Total % of Total

Shares

Demat Physical Total % of Total Shar

es

A. Promoter 1. Indian g)Individual/HUF 11448064 00 11448064 22.75 11448064 00 11448064 21.62 1.13 h)Central Govt - - - - - - - - - i)State Govt(s) - - - - - - - - - j)Bodies Corp. 21489909 00 21489909 42.71 21489909 00 21489909 40.59 2.13 k)Banks/FI - - - - - - - - - i)Any Other… - - - - - - - - - Sub Total (A)(1):-

32937973 00 32937973 65.46 32937973 00 32937973 62.21 3.25

(2)Foreign - - - - - - - - - a)NRIs-Individuals 605385 00 605385 1.20 664583 00 664583 1.14 0.06 b)Other-Individuals Clearing member

93925 00 93925 0.18 271534 00 271534 0.51 0.33

c) Bodies Corp 00 00 00 00 00 00 00 00 00 d) Banks/FI 3324026 00 3324026 6.60 3324026 00 3324026 6.12 0.48

e) Any Other FII… 8185 00 8185 0.02 0 00 00 00 0.02 Sub Total (A)(2):-

4031521 00 4031521 8.02 4260143 00 4260143 8.05 0.03

Total Shareholding of Promoter

(A)=(A)(1)+(A)(2)

36969494 00 36969494 73.50 37806406 00 36926582 71.40 2.10

B. Public Shareholding

1.Institutions - - - - - - - - - a)Mutual Funds - - - - - - - - -

b)Banks/FI - - - - - - - - - c)Central Govt - - - - - - - - - d)State Govts - - - - - - - - - e)Venture Capital

Funds - - - - - - - - -

f)Insurance Companies

- - - - - - - - -

g)FIIs 8000 00 8000 0.01 00 00 00 00 0.01 h)Foreign Venture

Capital Funds - - - - - - - - -

i)Others(Specify)trust

1113 00 1113 0.001 763 00 763 0.001 0.001

Sub-Total (B)(1):-

9113 00 9113 0.001 763 00 763 0.001 0.001

2.Non-Institutions - - - - - - - - - a)Bodies Corp 1887006 00 1887006 3.73 1238077 00 1238077 2.34 1.39 i)Indian - - - - - - - - - ii)Overseas - - - - - - - - - b)Individuals - - - - - - - - - i)Individual

shareholders holding nominal share capital upto Rs.1 lakh

9313214 1781 9314995 18.50 9280658 1781 9282439 17.53 0.97

ii)Individual shreholdres holding nominal share capital in excess of Rs.1 Lakh

1963055 00 1963055 3.90 1971257 2647313 4618570 8.72 4.82

c)Others(specify)

155279 00 155279 1.30 608290 00 608290 1.66 1.15

Sub-Total (B)(2):-

13318554 1781 13320355 26.48 13098282 2647313 15745595 29.74 3.25

Total Public Shareholding

(B)=(B)(1)+(B)(2)

13327667 1781 13329448 26.50 13099045 2647313 15746358 29.74 3.24

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C)

50297161 1781 50298942 100.00 50297161 2647313 52946255 100.0 5%

(ii) Shareholding of Promoters

SR NO.

SHAREHOLDER’S NAME

SHAREHOLDING AT THE BEGINNING OF THE YEAR

SHAREHOLDING AT THE END OF THE YEAR

No. of shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

% change in share holding during the year

1 Vijay Kumar 5724556 11.38 100 5724556 10.81 10.81 0.57 2 P C Kapoor 5723508 11.38 100 5723508 10.81 10.81 0.57 3 Bharati

Infratech P L 16097360 32.00 100 16097360 30.40 30.40 1.60

4 Bharati Shipping P L

2878731 5.72 100 2878731 5.43 5.43 0.29

5 Bharati Maritime P L

2185878 4.34 100 2185878 4.13 4.13 0.21

6 Harsha P L 327940 0.65 100 327940 0.62 0.62 0.03 Total 32937973 32937973

(iii) Change in Promoter’s Shareholding (please specify, if there is no change)

SR. NO


CUMULATIVE SHAREHOLDING DURING THE YEAR

NO. OF SHARES % OF TOTAL SHARES OF THE COMPANY

NO. OF SHARES % OF TOTAL SHARES OF THE COMPANY

At the beginning of the year 11448064 22.7600 11448064 21.6220 Date wise Increase / Decrease

in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)

0 0 0 0

At the End of the year 11448064 22.7600 11448064 21.6220

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs ) :

As at 31-03-2016 As at 01-04-2015 Sr. No. Name of shareholder Total holding Percentage Total holding

Percentage

1. LIFE INSURANCE CORPORATION OF INDIA 1307042 2.5985 1307042 4.97

2. LIC OF INDIA MARKET PLUS 1 GROWTH FUND 675328 1.3426 675328 1.3426 3. UNITED INDIA INSURANCE CO. LTD. 383104 0.7236 383104 0.7236

4. MADHU KAPOOR 337342 0.64 337342 0.6371

5. LIC OF INDIA MARKET PLUS GROWTH FUND 321586 0.6393 321586 0.6393 6. HOSHANG KEKI VAKIL 200000 0.3976 - -

7. ASHRAF GEETA KUMAR 189435 0.36 189435 0.3506

8. LIC OF INDIA PROFIT PLUS GROWTH FUND 185633 0.3691 185633 0.3691 9. SIDHESWARA PRASAD AGARWALA 159000 0.30 - -

10. GENERAL INSURANCE CORPORATION OF INDIA 157706 0.30 157706 0.2979

(v) Shareholding of Directors and Key Managerial Personnel:

SR.NO


SHAREHOLDING AT THE END OF THE YEAR

Directors No. of shares % of total shares of the company

No. of shares % of total shares of the company

1 Mr P C Kapoor 5723508 11.38 5723508 10.81 2 Mr Vijay Kumar 5724556 11.38 5724556 10.81

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

SECURED LOANS EXCLUDING DEPOSITS

UNSECURED LOANS

DEPOSITS TOTAL INDEBTEDNESS

Indebtedness at the beginning of the financial year

i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

4,97,896.00 46,427.05

345.30 0 0

0 0 0

498241.30 46427.50

Total (i+ii+iii) 540323.05 345.30 0 540668.35 Change in Indebtedness during the financial year

• Addition • Reduction

155,641.82

(128.32)

155513.50

Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

6,95,964.87 1,13,206.66

216.98

0 0

6,96,181.85 1,13,206.66

Total (i+ii+iii) 8,09,225.53 216.98 00 8,09,442.51

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager :

SR. NO.

PARTICULARS OF REMUNERATION NAME OF MD/WTD/MANAGER TOTAL AMOUNT

MD --- --- ---- 1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 NIL

2. Stock Option

3. Sweat Equity

4. Commission ‐ as % of profit ‐ others, specify

5. Others, please specify Total (A) Ceiling as per the Act

B. Remuneration to other directors:

Particulars of Remuneration

Name of Directors Total Amount

Mr.V.Chandasekaran (resigned on 4)

Mr. S. Balasubramanian (resigned on)

Mr. A. R Muralidharan

Ms. Shakti Sharma

3. Independent Directors • Fee for attending

board committee meetings

I 0.80

-- --

I 0.60

-- --

I 2.4

-- --

I 1.6

-- --

5.4

-- --

• Commission • Others, please

specify

Total (1) 0.80 0.60 2.4 1.6 5.4 4. Other Non-Executive Directors

• Fee for attending board committee meetings

• Commission • Others, please

specify

--

-- --

--

-- --

--

-- --

--

-- --

--

-- --

Total (2) -- -- -- Total (B) = (1+2) 0.80 0.60 2.4 1.6 5.4 Total Managerial

Remuneration 0.80 0.60 2.4 1.6 5.4

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN

MD/MANAGER/WTD

Sr.no. Particulars of Remuneration Key Managerial Personnel CEO President(Finan

ce) &Company Secretary

CFO Total

1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income tax Act, 1961 (C) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

45,84,000/-

19,89,600/- -- 65,73,600/-

2. Stock Option -- -- -- -- 3. Sweat Equity -- -- -- -- 4. Commission

‐ as % of profit ‐ others, specify…

-- -- -- --

5. Others, please specify -- -- -- -- Total 45,84,000/

- 19,89,600/- 65,73,600/

-

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

TYPE SECTION OF THE COMPANIES ACT

BRIEF DESCRIPTION

DETAILS OF PENALTY / PUNISHMENT/ COMPOUNDING FEES IMPOSED

AUTHORITY [RD / NCLT / COURT]

APPEAL MADE, IF ANY (GIVE DETAILS)

A. COMPANY Penalty

No. No. No. No. No.

Punishment

Compounding

B. DIRECTORS Penalty - - - - -

Punishment

- - - - -

Compounding

- - - - -

C. OTHER OFFICERS IN DEFAULT Penalty

- - - - -

Punishment

- - - - -

Compounding

- - - - -

Annexure D to Directors Report – MR-3

Form No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016

To The Members, Bharati Defence and Infrastructure Limited (Previously known as Bharati Shipyard Limited)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bharati Defence And Infrastructure 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 our opinion thereon.

Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that, the company has, during the financial year commencing from 1st April, 2015 and 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 filed and other records maintained by Bharati Defence And Infrastructure Limited (“The Company”) for the financial year ended on 31st March, 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment (FDI), Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under The Securities and Exchange Board

of India Act, 1992 (‘SEBI Act’):

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

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

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 the Stock Exchange in India.

To the best of our understanding, we are of the view that during the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations and Guidelines mentioned above.

We further report that :The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. . The changes in the composition of the Board of Directors that took place during the period under review have duly complied with.

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

Majority decisions are carried through while the dissenting members’ views if any are captured and recorded as part of the minutes.

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

This report is to be read with our letter of even date which is annexed as Annexure - I and forms integral part of this report.

THIS REPORT IS TO BE READ WITH OUR LETTER OF EVEN DATE WHICH IS ANNEXED AS APPENDIX A AND FORMS AN INTEGRAL PART OF THIS REPORT

APPENDIX A

(TO THE SECRETARIAL AUDIT REPORT OF BHARATI DEFENCE AND INFRASTRUCTURE

LIMITED FOR YEAR ENDED MARCH 31, 2016)

To, The Members, Bharati Defence and Infrastructure Limited

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

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our

responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification was

done on test basis to ensure that correct facts are reflected in the secretarial records. We believe

that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial 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 verification 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 efficacy or effectiveness with which the Management has conducted the affairs of the

Company.

FOR N. AMBAWAT & ASSOCIATES PLACE: MUMBAI

DATE : 30TH MAY,2016

COMPANY SECRETARIES

(REKHA N. AMBAWAT)

PROPRIETOR

C.P. NO.: 3217

CORPORATE GOVERNANCE CERTIFICATE

TO

THE MEMBERS OF

BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

We have examined the compliance of conditions of Corporate Governance by Bharati Defence and

Infrastructure Limited (“the Company”) for the year ended on March 31, 2015 as stipulated in clause 49 of

the Listing Agreement as stipulated in Clause 49 of the Listing Agreement of the Company with the Stock

Exchanges for the period April 1, 2015 to November 30, 2015 and as per the relevant provisions of Chapter

IV of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements)

Regulations, 2015 (‘Listing Regulations’) as referred to in Regulation 15(2) of the Listing Regulations for the

period December 1, 2015 to March 31, 2016 of the said Company with the relevant stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our

examination has been limited to the procedures and implementation thereof, adopted by the Company, for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression

of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us by the

directors and management, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in the provisions of Chapter IV of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015/ Listing Agreement, as applicable.

We further state that such compliance is neither an assurance as to the future viability of the Company nor

the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR N. AMBAWAT & ASSOCIATES PLACE: MUMBAI

DATE : 30TH MAY,2016

COMPANY SECRETARIES

(REKHA N. AMBAWAT)

PROPRIETOR

C.P. NO.: 3217

CORPORATE GOVERNANCE REPORT

The Board of Directors of the Company lays great emphasis on the broad principles of Corporate Governance. Given below is the report on Corporate Governance. 1. Company’s philosophy on code of Governance BHARATI DEFENCE AND INFRASTRUCTURE LIMITED believes that good Corporate Governance is essential to achieve long term corporate goals and to enhance stakeholders’ value. In this pursuit, your Company is committed to maximize the value of its stakeholders by adopting the principles of good Corporate Governance in line with the provisions of laws and in particular those stipulated in the SEBI (LODR) Regulations 2015 with the Stock Exchanges. Its objective and that of its management and employees is to operate in a way so as to create value that can be sustained over the long term for consumers, shareholders, employees, business partners and the national economy in general. It encourages wide participation from all stakeholders. 2. Board of Directors: The Board composition is in conformity with the provisions of the Companies Act, 2013 and Regulation 27, SEBI (LODR) Regulations 2015. The strength of the Board as on 31st March, 2016 is 5 Directors comprising of 2 Promoter Directors, and 3 Independent Non Executive Directors, which includes a Woman Director. a) Board Procedure: During the year under report the Board met 8 times on the following dates: 9th April 2015, 27th May 2015, 30th May 2015, 31st July 2015, 14th August 2015, 9th November 2015, 7th January 2016 and 12th February 2016. The members of the Board have been provided with the requisite information mentioned SEBI (LODR) Regulations 2015 well before the Board meetings and the same were dealt with appropriately. All the Directors who are on various committees are within the permissible limits of SEBI (LODR) Regulations 2015. The Directors have intimated from time to time about their membership in the various committees in other Companies. The composition of Board of Directors, number of Board Meetings held and attended by the Directors, number of chairmanship / membership in other Board Committees are given in following table: None of Directors have pecuniary or business relationship with the Company except to the extent as disclosed in Notes to accounts. No Director of the Company is either member in more than ten committees and/or Chairman of more than five committees across all Companies in which he is Director.

Name of Director Category No. of Board

Meeting Attended

Attendance of

last AGM

No. of Directorship in

other Companies*

No. of Chairmanship/ Membership in other

Board Committee

Chairman Member

Mr. P. C. Kapoor DIN: 00786682

Executive-Managing Director

8 Yes 14 - -

Mr. Vijay Kumar DIN :00726561

Executive-Managing Director

6 Yes 15 - 1

A. R. Muralidharan DIN :00337753

Independent Non Executive Director

8 Yes 1 - -

Ms. Shakti Sharma DIN :06561116

Additional Non-Executive Director

5 Yes 1 - -

Mr. S. Balasubramanian DIN :03114430


2 Yes 1 - -

Mr. V. Chandrasekaran DIN: 01262266 (Resigned as on 04th August 2015)


3 No 1 - -

Mr. R. Jayaseelan DIN: 06780185 (Resigned as on 30th September 2015)

Non-Executive Director 3 Yes 1 - -

Excludes Directorships in private companies, Associations, Section 25 Companies, Foreign Companiesand Alternate directorships but including Additional directorships.

# In accordance with SEBI (LODR) Regulations 2015 with the Stock Exchanges, membership/chairmanshipof only the Audit Committee, Shareholders’/Investors Grievance Committee and the RemunerationCommittee of the Public Limited Companies has been considered.

b) Directors seeking Appointment at the Forthcoming Annual General Meeting (The Company is in the process of appointing 2 persons as Additional Director which will be duely incorporated at the time of printing) c) Code of conduct for Directors and Senior Management:

The Code of conduct as applicable to the Directors and the members of the senior management had been approved by the Board and it is being duly abided by all of them. The Annual Report of the Company contains declaration to this effect from the Managing Directors.

3. Committees of the Board:

a) Audit Committee

The Company has an Audit Committee at the Board level with powers and role that are in accordance with SEBI (LODR) Regulations 2015. The Committee acts as a link between the management, the statutory Auditor and the Board of Directors and oversees the financial reporting process.

The Audit Committee presently comprises of 1 Managing Director and 2 Non Executive Independent Directors. The members of the Committee are well versed in finance matters, accounts, Company law and general business practices.

The functions of the Audit Committee are as per Companies Act and SEBI (LODR) Regulations 2015 with the Stock Exchanges. These include the review of accounting and financial policies and procedures, review of financial reporting system, internal control system and procedures and ensuring compliance of statutory requirements. The Audit Committee reviews the financial statements with the Statutory Auditors and the Management with reference to the accounting policies and practices before recommending the same to the Board for its approval.

The Committee met 4 times during the year under report on 30th May 2015, 14th August 2015, 9th November 2015 and 12th February 2016.

Composition of Audit Committee and details of the meeting attended:

Sr. No. Name of the Audit Committee Member

Category Designation of the Committee

No. of Meetings

Held

No. of Meeting attended

1. Mr. P C Kapoor Executive-Non-Independent

Member 4 4

2. Mr. A R Muralidharan Non Executive-Independent

Chairman 4 4

3. Mr. S. Balasubramanian

Non Executive-Independent

Member 4 1

4. Ms. Shakti Sharma Non Executive-Independent

Member 4 3

5.

Mr. V. Chandrasekaran (resigned as on 04th August

2015)


Member 4 1

The terms of reference of the Audit Committee include: • To review financial statements and pre-publication announcements before submission to the Board. • To discuss and review report of the external auditors and ensure the compliance of the internal control

system. • To apprise the Board on the impact of accounting policies, accounting standards and applicable laws

and regulations. • To hold discussions with statutory auditors on the scope and content of the audit. • To review related party transactions: • Appointment of statutory auditor and fixing their remuneration.

b) Nomination and Remuneration and Stake Holders Committee:

The powers of Remuneration Committee are exercised by the Board. The remuneration of the Executive Directors is decided by the Board of Directors. The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and/or commission (variable component) to its Executive Directors. The remuneration by way of commission and sitting fees to the Non–Executive Directors is also decided by the Board of Directors. The Non–Executive Directors are paid sitting fees for attending meetings of the Board or its Committees. The Company also reimburses travelling and accommodation expenses to out–station Directors for attending Board / Committee meetings. Details of remuneration, sitting fees, etc. paid to Directors are given in following table

Status Remuneration Paid to Directors

Name of Director Independent / Non Independent

Salary (Rs)

Commission

(Rs)

Contribution to PF (Rs)

Total (Rs)

Sitting Fees (Rs)

Mr. P. C. Kapoor Executive – Managing Director

- - - - -

Mr. Vijay Kumar Executive – Managing Director

- - - - -

Mr. A R Muralidharan Non Executive-Independent

- - - - 2,40,000

Mr. R Jayaseelan (resigned as on 30th

September 2015)


3,00,000 - - 3,00,000 -

Mr. S. Balasubramanian Non Executive-Independent

- - - - 60,000

Mr. V. Chandrasekaran (resigned as on 04th

August 2015)


- - - - 80,000

Ms. Shakti Sharma Non Executive-Independent

- - - - 1,60,000

c) Investors’ / Shareholders Grievance Committee:

i. As stated herein above the powers to approve share transfers have been exercised by the Managing

Directors. The Managing Directors and Compliance Officer in co-ordination with the Registrars are attending to all the grievances of investors.

ii. During the year under review the complaints were received from the shareholders were replied / resolved to the satisfaction of the shareholders. There are no complaints / queries pending for reply as on March 31, 2016.

4. General Body Meetings:

The details of the Annual General Meeting held during the last 3 years are as under: Financial Year

Date of AGM Time Venue Special Resolution(s)

2014-2015 (38th AGM)

30.09.2015 09.30 am Mackinnon Mackenzie Building, 3rd Floor,4,Shoorji Vallabhdas Marg, Ballard Estate,Mumbai-

400001

Special Resolution was passed for issue of Warrants to edelweiss Finance and Investments Limited.

2013-2014 (37th AGM)

30.09.2014 11:30 a.m. M C Ghia Hall, K. Dubash Marg, Mumbai-400 001

No Special Resolution passed.

2012-2013 (36th AGM)

24.09.2013 11:30 a.m. Rangaswar Hall”, Y. B. Chavan Pratishthan, Gen J. Bhosle Marg, Nariman Point, Mumbai-400 021

Special Resolution passed for reappointment of Mr P C Kapoor and Mr Vijay Kumar as Managing Directors, u/s 198,269,309,310 of Companies Act, 1956, with other terms and conditions of reappointment.

Resolution passed through postal ballot Resolution through Postal Ballot was passed for alteration in the Articles of Association and Memorandum of Association and Name Change during the year. Disclosures: a) Disclosure regarding materially significant related party transactions during the year : There were no other related party transactions of material nature with the Promoters, Directors, the

management or their subsidiaries or relatives during the year that may have potential conflict with the interest of the Company at large.

b) Disclosure of non-compliance by the Company:

There were no instances of Non-compliance during the year.

c) Whistle Blower Policy and affirmation that no personnel has been denied access to the Audit Committee: The Company has a Whistle Blower Mechanism in place. The Company has granted access to any personnel to approach the Audit Committee on any issues.

d) Details of compliance with mandatory requirements and adoption of the non-mandatory

requirements SEBI (LODR) Regulations 2015: The Company has complied with the mandatory requirements of Regulation 27 of SEBI (LODR) Regulations.

The Board affirms that no person has been denied access to the Management during the year. The Company has complied with mandatory provisions of corporate governance and is in the process of adopting the non-mandatory provisions of corporate governance.

5. Means of Communication: a) Half-yearly report sent to each Household of shareholders: No. b) Quarterly Results: These are published in one English daily newspaper Free Press Journal circulating

in the country & one Marathi newspaper Navshakti published from Mumbai. c) Any Web site, where displayed: www.bharatishipyard.com. d) Whether it also displays official news releases and presentations made to Institutional

Investors/Analysts: No. e) Whether Management Discussion and Analysis is a part of annual report: Yes. 6. General Shareholder Information: a) Annual General Meeting:

Day, Date and Time : Friday, 30th September, 2016 at 2.00 PM Venue

: Babasaheb Dahanukar Hall, Maharashtra Chamber of Commerce, Industry & Agriculture (MACCIA), Oricon House, 6th Floor, 12, K. Dubhash Marg, Kala Ghoda, Fort, Mumbai - 400 001

b) Financial Calendar for 2016– 17 (Tentative)

Financial Year : April 1, 2016 to March 31, 2017 Results for the quarter ending June 30, 2016 : Before 15th of August-2016 Results for quarter ending September 30, 2016: Before 15th of November-2016 Results for quarter ending December 31, 2016 : Before 15th of February -2017 Results for year ending March 31, 2017 : Before 30th of May-2017 Annual General Meeting : Before 30th of September, 2017 c) Date of Book Closure: Dividend Payment date: Not applicable

d) Details of Stock Exchange :

Listing on Stock Exchanges :

1. The Bombay Stock Exchange Ltd. (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400 001.

2. National Stock Exchange of India Ltd. (NSE), Exchange

Plaza, Bandra – Kurla Complex, Bandra (E), Mumbai – 400 051.

ISIN No. : INE 673G01013

Stock Code / Symbol BSE : 532609 NSE : BHARTIDIL

e) Market Price Data : The monthly high and low quotations and volume of shares traded at the NSE /BSE during the financial year, 2015-2016 are given below: Month &

Year BSE NSE

High Price Low Price No. of Shares High Price Low Price No. of Shares Apr-15 23.1 19 71936 19.25 19.25 200

May-15 18.85 15.9 62306 16.4 16.25 170 Jun-15 15.5 13.1 83945 15.35 14.9 13480 Jul-15 18.2 14.4 83936 18.35 18.35 3850

Aug-15 22.65 18.2 198494 20 20 2700 Sep-15 21.65 18.7 69777 18.65 18.45 2450 Oct-15* - - - - - - Nov-15* - - - - - - Dec-15 31.6 18.5 239204 29.3 28 14902 Jan-16 37 22.7 234089 25.95 25.8 8057 Feb-16 27.9 18.6 126295 19.95 18.3 4357 Mar-16 21.05 18 203206 20.05 18.2 3261 *As shares were suspended from trading in both BSE and NSE

f) Registrar and Transfer Agents: Link Intime India Private Ltd

Address: C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai-400 078 Telephone no: 022-25963838/5946970 Fax: 022-25946969 Email : [email protected]

g) Share Transfer System:

Applications for transfer of shares held in physical form are received at the office of the Registrars and Share Transfer Agents of the Company. All valid transfers are processed and affected within 10 days from the date of receipt. Shares under objection are returned to sender in two weeks. In case of shares held in the dematerialized form are electronically traded by Depository Participants and the Registrars and Share Transfer Agents of the Company periodically receive from the Depository Participants the beneficiary holdings so as to enable them to update their records and to send all corporate communications, dividend warrants etc. Physical shares received for transfer are required to be dematerialised first before their transfer.

h) Distribution of Shareholding

Share Holding Pattern as on 31st March, 2016 is given below:

Category No. of Shares Held

Percentage of Shareholding

1 Promoters Indian Promoters 3,29,37,973 65.48 Foreign Promoters - - 2 Persons acting in Concert - - Sub-Total - (i) 3,29,37,973 65.48 B Non-Promoters Holding 3 Institutional Investors a Mutual Funds and UTI - -

b Banks, Financial Institutions, Insurance Companies (Central / State Gov. Institutions / Non-government Institutions) 33,24,026 6.60

c Foreign Institutional Investors 8,185 0.02 Sub-Total – (ii) 33,32,211 6.62 4 Others (1) Trusts (2) Qualified Foreign Investors 9,113 0.02 a Private Corporate Bodies 18,87,006 3.75

b Indian Public 1,12,78,050 22.42 c NRIs / OCBs 6,99,310 1.33 d Any other (Clearing Members, Trusts) 1,55,279 0.31 Sub-Total - (iii) 1,73,60,969 34.51

Grand Total ( i + ii + iii ) 5,02,98,942 100

i) Dematerialization of Equity Shares :

As on 31st March 2016, 5,02,98,190, equity shares representing 99.99% shares are held in dematerialized form and the balance 752 equity shares representing 0.01% shares are in physical form.

j) Outstanding GDRs/ADRs/Warrants or any other Convertible instruments:

Convertible Warrants issued to Edelweiss Finance and Investments Limited as outstanding as on 31.03.2016.

k) Plants Location (Manufacturing Units) :

• Bhoir Sand Compound, Ghodbunder, Dist: Thane. • Mirya Bunder, Dist: Ratnagiri. • Usgaon (Dabhol), Dist: Ratnagiri. • Zorinto Sancoale, Goa. • Kudroli Bengare, Tal: Mangalore Dist: Dakshina Kannada. • Timberpond, Howrah, Kolkatta.

l) Address for Correspondence by Shareholders / Investors:

Company’s Registered Office Bharati Defence and Infrastructure Limited, 302, Wakefield House, Sprott Road, Ballard Estate, Mumbai – 400 001 Registrar & Share Transfer Agent Link Intime India Private Ltd., C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078.

7. Compliance: A certificate has been obtained from the practicing Company Secretary regarding compliance of corporate governance and attached to this report.

For and on behalf of the Board P..C.Kapoor Vijay Kumar Managing Director Managing Director Place: Mumbai Date: 30th May,2016

Management Discussion and Analysis

1. Industry Structure, Development and Product Wise Performance

Your Company is part of a vast and complex industry comprising of various diversified segments, the major ones being building Offshore Drilling Rigs, Fabrication of Offshore structures, building ship,like, cargo vessels, container Vessels , cruise liners, Offshore vessels, passenger support vessels apart from building Defence Equipments and platform earth moving machines like non-propellant dredgers for sand and mining. Recently, a new segment has evolved due to growing environmental regulations, being the LNG propelled vessels which basically use the unconventional source of LNG as a fuel. The important segments are outlined herein below:

i. Defence Industry With the Ministry of Defence’s emphasis on indigenization, Public sector shipyards are facing severe capacity constraints, enabling private shipyards an opportunity to participate in the defence segment via JVs etc. Indian Navy has ambitious plan to modernize and expand its capacity to keep the dipping operation efficiency / numbers at desirable level. Currently the Navy has barely half of the submarines, destroyers and frigates it needs. Hence it has become imperative for the Government to involve the private sector shipyard to meet its requirements. In the current Defence/Navy Platform, 40% of the Platform which are about 20 years old, another 42% of the platformsthat are 10-20 years old. The prescribed or design life of most of the naval Platforms is 25 to 30 years. However, since 46% of the Platforms are above 20 years, there is an urgent need for the Navy to replace and modernize. Further In May 2015 the Indian Ministry of Defence/Navy directed that all future requirements of Platforms and submarine building are to be given only to domestic companies operating in the Industry. As part of the Make in India policy, the Government is also encouraging the Industry abroad to collaborate with domestic industry and build it in India. This also opens up a huge potential for the Indian Industry to enhance their capabilities as well as to grow their business manifold.

Company’s Strategy: Government of India has granted a License to the Company for manufacture of Warships, Frigates, Submarines and Patrol Boats etc. and such License has been issued for all these items/ products falling under the heading 37 of the First Schedule to the IDRA, 1951. The Company intends to make the most out of this opportunity. The capital requirements of the Navy are too large to be catered alone by the public sector shipyards. The focus is shifting towards actively involving even the private shipyards which have the necessary manpower and state of the art infrastructure in place and more importantly, the desire to explore the untapped sector of Defence. As said earlier, following the basic portfolio management principles, the Company has been diversifying its client base.

ii. Rigs India’s offshore oil production contribution is estimated to grow about 40%, driven by contribution from deepwater driving demand for jack up rigs and offshore supply vessels. Of the existing jack-up rigs, more than half are over 20 years old. In the past few years, many rigs have been scrapped which are as many as were scrapped/converted in the past one and a half decade. Higher E&P activity, scrapping of old rigs and suppressed demand is expected to drive the demand for jack-up rigs. The scrapping of old units will happen because they are too expensive to reactivate, too expensive to maintain, or simply too old and out-dated to be employed by the oil companies, especially the major oil companies who are worried about the cost of environmental damage which is bigger risk with older equipments.

Company’s Strategy The Company has delivered India’s first Cantilevered Independent leg, Jack up drill Rig. There are only 9 Rig manufacturers in the world which have the technical know-how and potential of manufacturing such types of rigs. Your Company is 10th in the World and 1st in India. The Company’s next step would be to foray into the drill ship market. Where the demand currently is subdued on account of pressure onOil prices.

iii. Offshore Segment

The demand for offshore vessels is positively correlated with the quantum of Offshore E&P activities. Lately, significant oil discoveries on land are becoming less common. Therefore, global exploration trend is trending towards offshore oil fields and away from onshore fields. The growing demand for oil coupled with the increasing focus on offshore reserves and age related policies for the vessels outlined by the Hirers for safety and efficiency has acted as a key factor for demand of new-build offshore vessels. With ageing fleets globally, replacement demand for AHTS and PSV is likely to remain robust. With environment protection regulations becoming increasingly stringent, vessels over 20 years old are generally considered obsolete. Between 2003 and 2008 the industry ordered over $800 billion of new ships. 50% of the orders were placed in 2007/8 when prices were at a peak. In India itself, the shipbuilding and repair market is poised to pick up momentum with the increasing penetration of Indian shipbuilding companies in the offshore vessels (OSVs) segment. Indian companies have established strong credentials in the building and repair of OSV, resulting in a spike in orders for such vessels from the Indian industry. The limited capacities related to OSVs in leading shipbuilding nations such as Japan and South Korea are resulting in diversion of orders to India, driving up the fortunes of the Indian shipbuilding and repair market. Company’s Strategy

The Company has always been one of the leading private sector shipbuilding Company in India catering mainly to offshore segment. It has always strived towards a diversified client base globally. Presently, the order book of the Company is dominated by offshore segment. It has always strived towards and succeeded in providing to its Client excellent quality vessels, the operations of which have earned lucrative profits to the Customers. It has taken up the challenge of being one of the first few to construct the high end complex vessels types like MSVs and PSVs. Its passion for the business and the consistent focus on quality improvisation has been one of its USPs and has attracted repeated orders.

iv. LNG-Propelled Vessels

The concept of using LNG as a fuel for ships has been gaining popularity not only in Europe but also in Asia and USA. The focus is being shifted to unconventional sources of energy like LNG which are yet to be explored fully and which are emitting less of the sulphur oxide, a pollutant said to cause acid rain. LNG propelled vessels are especially required throughout the “Emission Control Areas” (ECAs) in North-West Europe. Vessel emissions in ECAs will have to be reduced further in the near future, forcing ship owners to limit their sulphur emissions drastically. Under rules from the International Maritime Organization, these emissions are required to be reduced to 0.5 percent by 2020 globally from 4.5 percent presently. In particular compared to conventional heavy fuel oil, LNG offers close to 100 per cent reduction of emissions in sulphur and particulate matter, an 80-85 per cent reduction of nitrogen oxides (NOx) and 20-25 per cent less CO2 emissions.

Company’s Strategy Bharati Shipyard has already made a foray into this market and is one of the world’s first ship manufacturers to do so. It had entered into a contract for construction and sale of 2 LNG propelled vessels to a Company based in Norway which presently has been cancelled. However, your Company is confident that once these vessels are ready either we can sell it to original buyers or can be easily sold to third parties. Norway has taken the lead developing “LNG as fuel” concept for shipping. It has already taken a leading position in the use of LNG as a fuel, such as on ferries and supply ships.

2. Outlook

Global shipbuilding industry has been going through a downturn since 2009. The downturn has been more severe in the commercial shipbuilding industry where fixed asset investments and growth in global trade drives demand. Strength in selective segments such as LNG should, however, continue to support order flows. Sustained recovery may take little longer. As you are all aware that the Company has been forced to exit the CDR process. The Company have been making its best endeavours to revive out of this temporary adverse phase. Further, during the year the main focus of the Company has been on getting finance for completing the orders on hand. Speedy completion

and delivery of existing orders will help the company to cope up with a liquidity mismatch and focus on capturing new orders will give company future outlook to excel. The Company is committed to deliver quality products by meeting global standards in terms of capabilities, technology and size. The Company is also equipped with modern technology and heavy engineering facilities to undertake projects for the Defence as well as production like Rig and LNG vessels. The Company is a proud owner of its Dabhol Yard and Mangalore Yard with state of the art facilities including floating dry dock. With this infrastructure and experience, the Company has an edge over existing players in the industry. The Company is expecting its order book to grow on account of defence demand for rigs and ship repairs activity, subject to finding the necessary funding repairs activity.

3. Opportunities The global downturn in the Shipping and Shipbuilding industry and the recession in Europe has made all the Shipyards relook and improvise the business strategies and operational methods making them more cost effective and innovative. They are exploring the market for untapped client base as well as resources. The positive results of such actions will be an add-on incentive once the market has revived. i. Growing requirements of the market:

With the global offshore activities inclined towards exploration in deeper waters, the demand is rising for technologically new and improvised Rigs and Offshore Support Vessels capable of undertaking such activities.

Government Initiatives and Policies:

Government of India - Ministry of Shipping has also taken some important and major steps for the revival of shipbuilding, ship-repair business of the India. Some of the few of these incentives are: (i) Financial Assistance equal to 20% to Indian Shipyards for next 10 years of each vessel built by

them starting from FY 2015-16. (ii) Exemptions of Customs and Central Excise Duty on inputs used in shipbuilding

(iii) Infrastructure Status to Shipbuilding Industry to help shipyards in flexible restructuring of long term projects, long term funding, relaxed ECB borrowings norms, benefits under Income Tax Act 1961 etc.

(iv) Government of India permits 100% FDI in Shipbuilding (v) Right to First Refusal (RoFR) on all vessel procurements by Government Departments and

agencies

The Indian Navy has an ambitious plan to modernize and expanding its fleet. The Government of India has also recently given a directive that all the ships required by Indian Navy has to be built in India. To meet the requirement of Navy, the Government of India has approved Acceptance of Necessity for procuring 61 warships in the near future. This means a multi-billion business opportunity for the shipyards in India. Further, Government of India has also directed the Defence Public Sector Unit (DPSU) engaged in ship building exclusively for Indian Navy, to outsource activities to private shipyards. The Government of India has also announced Indian Naval Indigenization Plan (INIP) which aims at indigenizing many of the components that are currently imported. This give a huge opportunity to Indian shipyards to collaborate with partners abroad for manufacturing these components in India for the Defence requirements. The Government of India has announced a programme called SAGAR MALA for boosting Coastal shipping in India. With the development of Coastal Shipping there will be a large demand for medium size ships as presently there are very few ships doing coastal duty which are designed primarily for the medium depth that would be available in these Ports.

The Government of India has also declared 5 major rivers as National Waterways(NW) and targeting to develop Inland waterways transportation for men and material. Over a period, 106 rivers will also be developed as national waterways. This also gives a huge opportunity to the Indian shipyards to build ships which are designed specifically for various such waterways. For developing and maintaining of

these waterways, as well as depth of water in the various Coastal Ports there will be huge requirements of dredgers and hence the opportunities for dredge manufacturers are also looking very bright.

4. Risks and concerns.

i. Risk related to the Ship Building Industry:

As a company having a global customer base, we are subject to the industry’s business cycles, the timing, duration and volatility of which are difficult to predict. The ship building industry has historically been cyclical. However, our revenues from areas apart from shipbuilding depends upon the level of capital expenditures by Exploration and Production (E&P) players. These capital expenditures depend upon a range of competitive and market factors, including: • the current and anticipated market demand for oil; • production costs; • changes in vessel inventory levels; • general economic conditions; and • access to capital.

Reductions or delays in capital expenditure by our customers in the E&P sector could have a material adverse effect on our business, financial condition and results of operations.

ii. Subsidy Support:

The Government of India had come up with a financial assistance subsidy scheme for Indian Shipbuilding Industry for all orders received after April 2016 subject to certain conditions. Subsidies are provided as relief from all taxes paid by the Indian shipbuilders as they face a cost disadvantage vis- a- vis other shipbuilding nations.Since, the new subsidy is introduced, it will be easier for Indian Shipbuilding Industry to survive in Global Shipbuilding Market.

iii. Vulnerability due to certain concentrations:

The Company relies on outside vendors to supply the components and subassemblies used for vessel construction, each of which is obtained from a sole supplier or a limited number of suppliers. This involves several risks, including a potential inability to obtain an adequate supply of required components and reduced control over pricing and timely delivery of these equipments and components.

iv. Foreign Exchange Risk:

The Company has been export oriented since long and the contracts entered into by the Company with its Customers are also in foreign currencies. Similarly, a significant costs and expenses of the Company are in foreign currency. Accordingly fluctuations in exchange rates may affect the company’s Net earnings and outgo only marginally. The mix of revenues and expenses both in foreign currencies provide a natural hedge to the Company to the extent the same are proportionate.

v. Under-developed ancillary industries:

The shipbuilding sector in China and South Korea has received government fiscal and policy support, enabling them to develop scale as well as a cluster of ancillaries. These advantages of scale are not available to Indian shipbuilding industry, which imports most of its input materials and is therefore unable to leverage advantages offered by bulk purchases and Just in Time supplies. As a result there are significant cost disadvantages on account of import dependence.

vi. Stagnant orders inflows:

Due to global economic downturn the shipbuilding industry as whole has been affected by lesser number of incremental orders. This could also affect the growth prospects of the company. However, Indian shipbuilding has an edge because of increase in Defence orders.

vii. Risks related to the Company Financial stress - Liquidity issues. Low level of performance in last few years due to financial stress Need to rebuild part of organisation on account of attrition. Possible initial reluctance by clients for placing fresh orders.

Current liabilities and contingent liabilities. Accumulated losses High interest costs Machinery and equipments purchased some time back to be reconditioned

5. Internal control systems and their adequacy

The company has designed its internal control system specially and specifically to ensure reasonable assurance so as to provide reliable financial and operational information. The Internal Control System ensures the safeguarding of the assets from unauthorized use or losses, applicable statues, corporate policies, and also ensuring that the transactions are executed with proper authorization. The company takes special care to place adequate internal control procedures commensurate with its nature of operations and size.

6. Financial Overview – Will change according to Notes to Accounts and Financial Statements. i. Turnover

During the year, the Company has achieved turnoverof Rs. 4,705.17 Lakh in comparison to the previous year of Rs.2,912.29 Lakh. The decrease overall turnover as compared to turnover achieved in past is attributable to inadequate working capital to support the essential level of operation.

ii. Subsidy

Due to revised Incentive scheme issued by Government of India the Company has revised its estimates of Subsidy Receivable from Ministry of Shipping - Government of India, which has resulted into reversal of Subsidy worth of Rs.22,554.66 Lakh. This reversal of subsidy receivable has been disclosed as extra ordinary item under Statement for Profit and Loss and explanation has been provided vide Note no. 32 to Financial Statements.

iii. Expenditure

a. Raw Material Consumed The Raw Material consumed has marginally increased from Rs.4,237.00 Lakhs during previous year to Rs. 6,867.46 Lakhs during current year.However, overall consumption of raw material has declined due reasons explained above. Raw Material cost as a percentage of sales is subject change on year on year basis due to types of vessels under construction during the year.

b. Manufacturing and Other Expenses The Manufacturing and Other expenses have marginally increased from Rs.6,902.43Lakhs during previous year to Rs. 6,348.09 Lakhs during current year. The manufacturing and other expenses mainly consists of Design & Consultancy Fees, Equipment Hire Charges, Launching/Survey/Testing Charges, Clearing & Forwarding Expense, Transportation Charges, Commission & Brokerage etc.

c. Employee Cost During the year there no major change in Employee Cost. Total employee cost incurred during the year is Rs.4,337.93 Lakhs in comparison to Rs.4,323.11 Lakhs during the last year. This is mainly due to no major change in turnover and slow down on level of activity at various yards due to financial crisis.

d. Bank & Finance Charges

Bank & Finance Charges have increased to Rs.31,941.01 Lakhs during current year, from Rs. 29,656.46 Lakhs in previous year. Further, during the year the Company has also booked Interest and Foreign Exchange Variation on Invoked Bank Guarantee (Refer Note No 41 ) of Rs.73,435.09 under Exceptional Items. The Company has also accounted for difference in Book Debts vis a vis Debt Position confirmed by Secured Lender to the tune of Rs. 29,170.46 Lakh and debited Profit and Loss under Exceptional Items (Refer Note.44(c) for explanation).The Bank and Finance Charges comprise of interest on various term loans, Working Capital Facilities, Bank Guarantee Charges and L/C Charges as well as financial impact of foreign currency transactions & translation. Increase in

Interest cost was on account of interest rates charged by the Banks pursuant to implementation of the Corporate Debt Restructuring.

e. Depreciation

Depreciation has increased from Rs. 4,684.43 Lakhs in last year to Rs. 4,939.92 Lakhs in current year. The increase in depreciation is mainly due to increased utilization and commissioning of Plant & Machinery of Greenfield yards in the year under consideration.

f. Exceptional Items • During the year the Company has provided for loss on account of independent valuation of

Work in Progress (value of vessels under construction) of Rs. 64,174.54 Lakh. Please refer note 44 (a) for further explanation.

• During the year the Company has provided for impairment loss on account of independent valuation of Fixed assets and Capital Work in Progressof Rs. 6,397.39 Lakh.Please refer note 44 (d) for further explanation.

• During the year the Company has written off Trade receivables worth of Rs. Rs.5,930.66 as bad debts.

• During the year the Company has also provided for Investment made in Tebma Shipyards Ltd through its 100% subsidiary and Investment in Joint venture. Please refer note 34 for further explanation.

iv. Profits/ Losses The net loss for the year is Rs. 1,89,799.01 Lakhs as compared to Rs. 86,458.23 Lakhs in the previous year. The Company has incurred losses due to exceptional items covered before and due to reduction in level of operation during the current period.

v. Long Term and Short Term Borrowings:

Total Borrowings of the Company has increased from Rs. 6,20,517.09 at the end of previous year to Rs. 8,49,396.22 at the end of current year. The increase in debt is on account of i) Provision of Interest, ii) Accounting of Invoked Bank Guarantees which were non fund based limits which got converted into fund based debt and iii) Reconciliation of Debt with Secured Lenders.

vi. Fixed Assets and Capital Work in Progress

Total Net Fixed Assets and Capital work in Progress have decreased from Rs.23,456.17 Lakhs to Rs. 16,982.49 Lakhs due to provision of impairment loss based on independent valuation.

vii. Long Term Loans & Advances

Long Term Loans & advances have decreased from Rs. 1,03,846.39 Lakhs to Rs.96,813.66 Lakhs for the year under consideration. The above reduction is on account of provision of impairment on Joint Venture and others. For the year under report, these comprise of advances given to subsidiaries/associates.

viii. Inventories

As on 31st March 2016, the company has inventories of Rs. 2,98,979.57 Lakhs in comparison to Rs. 3,67,161.58 Lakhs as on 31st March, 2015. The decrease in inventory is mainly due to the decrease in Net Work in Progress on account independent valuation.

ix. Trade Receivables (Other Non-Current Assets)

Trade receivables mainly comprise of Subsidy receivables from Government of India which is disclosed under head “Long Term Receivables - Other Non-Current Assets”. The said receivables of the Company have been decreased due to Provision of doubtful debt of Rs.22,872.74 Lakhs.

7. Material developments in Human Resources / Industrial Relations front, including number of people

employed The Company has laid down HR Policies for its employees. The association between the management and employees is very convivial. The Company believes in Good health, safety and welfare of its employees. The Company has been implementing various HR initiatives to enhance the effectiveness of its employees.

CAUTIONARY STATEMENT Statements in the Management Discussions and Analysis describing the Company’s objectives,

projections, estimates, expectations may be “forward looking statements” within the meaning of

applicable securities laws and regulations. Actual results could differ materially from those expressed

or implied. Important factors that could make a difference to the Company’s operations include

among others, economic conditions affecting demand/supply and price conditions in domestic and

overseas markets in which the Company operates, changes in the Government regulations , tax laws

and other statutes and incidental factors.

I For and on behalf of the Board P..C.Kapoor Vijay Kumar Managing Director Managing Director Place: Mumbai Date: 30th May,2016

CEO/CFO CERTIFICATION

CERTIFICATION AS REQUIRED UNDER REGULATION 33 OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To, The Board of Directors BHARATI DEFENCE AND INFRASTRUCTURE LIMITED Sub: Certification by Chief Executive Officer and Chief Financial Officer, as per Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 We hereby certify that for the financial year ending 31st March, 2016 on the basis of the review of the financial statements and the cash flow statement and to the best of our knowledge and belief that:-

1. These statements do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading;

2. 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.

3. 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 violative of the Company’s code of conduct.

4. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

5. We further certify that:

a. There have been no significant changes in internal control during the year; b. There have been no significant changes in accounting policies during the year. c. There have been no instances of significant fraud of which we are become aware and the involvement

therein, if any, of the management or an employee having a significant role in the Company’s internal control system.

For and on behalf of the Board P..C.Kapoor Vijay Kumar Managing Director Managing Director Place: Mumbai Date: 30th May,2016

INDEPENDENT AUDITOR’S REPORT To the Members of Bharati Defence and Infrastructure Limited (Formerly Known as Bharati Shipyard Limited) Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Bharati Defence and Infrastructure Limited (Formerly known as Bharati 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 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 standalone 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 of 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 and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Financial Statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements. Basis for Qualified Opinion

a) The Company has as on 31st March 2016, recognized deferred tax asset (net) of Rs. 1,01,135.63 Lakhs on its carried forward Accumulated Losses (including unabsorbed depreciation), interest expenses (including Funded Interest Term Loan (FITL)), Disallowance of Expenses and Retirement Benefits. The principles of Accounting Standard‐ 22 notified in this regard clearly states that deferred tax assets should be recognized and carried forward only to the extent that there is a virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In our opinion, considering the huge accumulated losses and the present scenario of the Company’s business, there is no certainty that the company would have sufficient future taxable income to justify the creation of Deferred Tax Asset. Had the Deferred tax asset not been created, the net the loss for the year ended 31st March 2016 would have been higher by Rs. 1,01,135.63 Lakhs and the accumulated losses as at that date would have been higher by the same amount. (Refer Note No. 31 forming part of the standalone financial statements).

b) The Company had recognised for subsidy under Ship Building Subsidy Scheme in earlier years,

out of which subsidy of Rs. 42,238.11 Lakhs is still receivable as on 31st March, 2016 (after write off of Rs 22,554.66 Lakhs during the year due to change in Government Policy). The receipt of aforesaid Subsidy is dependent upon completion of vessels and compliance with other terms and conditions of the Shipbuilding Subsidy Scheme of the Government of India. In our opinion, the recognition of above claim, being contingent asset in nature, is not in conformity with AS‐29, Provisions, Contingent liabilities and Contingent assets. In view of the uncertainty involved with respect to generation of future cash flow as required for completion of vessels, we are unable to comment on the recoverability or otherwise of the aforementioned subsidy receivable amounting to Rs. 42,238.11 Lakhs. Therefore, the possible impact of the same on the standalone financial statement cannot be ascertained. (Refer Note No. 32 forming part of the standalone financial statements).

c) We draw attention to Note no. 33 forming part of the standalone financial statements, which

indicates that the Company has continuously been incurring substantial losses since past few years and Company has also incurred net loss of Rs. 1,89,799.01 Lakhs for the year ended 31st March, 2016. As of reporting date, the Company's total liabilities exceed its total assets by Rs. 2,96,677.35 Lakhs and its net worth has been fully eroded.

The appropriateness of the going concern basis is interalia dependent upon company’s successful financial restructuring including raising requisite finance for its revival and consequent generation of future cash flow to meets its obligations. In our opinion, these conditions along with other matters indicate the existence of material uncertainty that may cast doubt about the Company’s ability to continue as going concern.

d) The Company had given loans and advances of Rs. 91,048.18 Lakhs to its subsidiaries, for

investment in GOL Offshore Ltd (GOL). Further an amount of Rs. 3,523.41 Lakhs is due from GOL on account of trade and other receivables. GOL has been incurring losses and its cash flows are under stress and there are continuing defaults in repayment of loans including invocation of some of the corporate guarantees and in some cases recovery proceedings have been initiated. No provision for non‐ recoverability of loans and advances given to its subsidiaries and trade and other receivables due from GOL is made by the company as explained in note no. 34 (a) forming part of the standalone financial statements. We are unable to comment on the same and ascertain its possible impact, if any, on the standalone financial statements in respect of above matters.

e) The Company had given loans and advances of Rs. 8,497.86 Lakhs to its subsidiary for

investment in Tebma Shipyard Limited (TSL). Further an amount of Rs. 86.22 Lakhs was due from TSL on account of trade and other receivables. TSL has been incurring cash losses, its net worth is fully eroded, its cash flows are under stress and being referred to CDR. The Company has made provision of Rs. 3,498.23 Lakhs in respect of loans and advances receivable from its subsidiary and trade and other receivable from TSL of Rs. 86.22 Lakhs on the basis of business valuation report of TSL by an Independent valuer. In the opinion of management, the investment in TSL is strategic and long term and the loans and advances, trade and other receivables (after considering provisions) are collectible and no further provisioning is required against the same as explained in note no 34 (b) forming part of the standalone financial statements. We are unable to comment on the same and ascertain its possible impact, if any, on the standalone financial statements in respect of above matters.

f) Company has not provided for interest on secured loans and other debt facility if any (funded

as well as non‐ funded) assigned to Edelweiss Asset Reconstruction Company Limited (EARC) by lenders over a period of time. In absence of terms of assignment and other relevant details and information with respect to terms of repayment, rate of interest and other relevant terms for computation of un‐provided interest liability, we are unable to quantify its possible impact on the standalone financial statement in respect of above matters. (Refer Note No. 35 forming part of the standalone financial statements).

g) Company has not provided for interest and other dues on NPA accounts including bank guarantee and other debt facility if any (funded as well as non funded) for which,

i. It has not received any statement from lenders or in respect of which interest has not

been charged in the statement provided by the lenders:

ii. It has received any recall notice, in respect of which interest has not been charged in the statement provided by the lenders.

In absence of relevant details and information with respect to computation of un‐provided interest liability and other dues, we are unable to quantify its possible effect, if any, on the standalone financial statements in respect of above matters. (Refer Note No. 35 forming part of the standalone financial statements).

h) Confirmation / bank statements of secured loans outstanding with ICICI Bank as on 31st

March, 2016 were not made available for verification. Due to pending confirmation and consequent reconciliation with the books of accounts, we are unable to comment on the same and ascertain its impact, if any, on the standalone financial statements. (Refer Note No. 35 forming part of the standalone financial statements).

i) Margin money of Rs.4,472.25 Lakhs with State Bank of Travancore is subject to confirmation

and reconciliation. Due to pending confirmation and consequent reconciliation with the books of accounts, we are unable to comment on the same and ascertain its impact, if any, on the standalone financial statements. (Refer Note No. 36 forming part of the standalone financial statements).

j) We refer to note no. 37 forming part of the standalone financial statements regarding

Company’s policies, procedures and lack of controls in respect of timely and properly recording of the expenses and proper evidences regarding accounting for direct and indirect taxes including other statutory compliances. We are unable to ascertain its impact, if any, on the standalone financial statements in respect of above matters.

k) Due to pending reconciliation and confirmation of Trade Receivables, Loan and Advances,

Trade Payables and Other Liabilities, we are unable to ascertain its impact, if any, on the standalone financial statements in respect of above matters. (Refer Note No. 38 forming part of the standalone financial statements).

l) The Company is in the process of obtaining legal opinion with respect to disclosure and

accounting treatment of unappropriated amount lying in share application money post expiry of last appointed date for exercise of option for conversion of share warrants and upon revocation of CDR scheme as explained in Note No. 29 forming part of the standalone financial statements. Pending legal opinion, we are unable to ascertain its impact, if any, on the standalone financial statements in respect of above matters.

m) The Company is in process of technical evaluation of componentisation of fixed assets and

useful life thereof and identifying significant part of assets qualifying for component accounting as required by para 4(a), Part C, schedule II of the Companies Act, 2013 amended by MCA notification dated 29th August, 2015. Pending technical evaluation of componentisation of fixed assets and useful life thereof, we are unable to ascertain its impact, if any, on the standalone financial statements in respect of above matters. (Refer Note No. 39 forming part of the standalone financial statements)

n) The Company has not appointed the Internal Auditor as required by Section 138 of the

Companies Act 2013.

Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects/possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone 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 to the following matter in the notes to the Standalone Financial Statements:

a) Based on the valuation report of an Independent Chartered Engineer, Company has

written off excess value of work in progress (“WIP”) as on 31st March 2016 amounting to Rs. 64,174.54 Lakhs and charged excess value of WIP to statement of profit and loss as “Exceptional items”. (Refer Note No. 44 forming part of the standalone financial statements).

b) Based on the valuation report of an Independent Valuer, Company has written off Capital work in progress (“CWIP”) as on 31st March 2016 amounting to Rs. 6,397.39 Lakhs by recognising impairment in CWIP and charged said CWIP impairment to statement of profit and loss as “Exceptional items”. (Refer Note No. 44 forming part of the standalone financial statements).

c) The Company has given effect of invoked bank guarantees to customer accounts and resultant Interest and Exchange variation amounting to Rs. 40,457.62 Lakhs and Rs. 32,977.47 Lakhs respectively has been charged to statement of profit and loss as “Exceptional items”. (Refer Note No. 41 forming part of the standalone financial statements).

d) The Company has made provision for diminution in the value of investment in Bengal Shipyard Limited and made provision for loans and advances receivable amounting to Rs. 22.50 Lakhs and Rs. 3,162.36 Lakhs respectively. This has been charged to statement of profit and loss as “Exceptional items”. (Refer Note No. 34 (c) forming part of the standalone financial statements).

e) The Company has reconciled balance of secured loans transferred by 18 lenders to Edelweiss Assets Reconstruction Company (EARC) with the balance appearing in books of accounts and the differential interest / other charges amounting to Rs. 29,170.46 Lakhs on such reconciliation has been charged to statement of profit and loss as “Exceptional items”. (Refer Note No. 44 (c) forming part of the standalone financial statements).

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements (1) As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the

Central Government of India (Ministry of Corporate Affairs) in terms of sub‐section (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

(2) As required by Section 143(3) of the Act, we report that: a. We have sought and except for the matter described in the Basis for Qualified Opinion and

Emphasis of matters paragraph above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. Except for the effects/possible effects of the matters 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 it appears from our examination of those books;

c. The Company has no branch offices whose accounts are audited by branch auditors; d. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt

with by this Report are in agreement with the books of account; e. Except for the effects/possible effects of the matter described in the Basis for Qualified

Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

f. The matter described in the Basis for Qualified Opinion paragraph above, in our opinion,

may have an adverse effect on the functioning of the Company; g. Based on the legal opinion obtained by the management on disqualification of directors and

written representations received from the directors as on 31st March 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

h. The qualifications relating to the maintenance of accounts and other matters connected

therewith are as stated in the Basis for Qualified Opinion paragraph above. i. With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”;

j. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in

its Financial Statements – (Refer Note No. 28 forming part of the standalone financial statements on Contingent Liabilities);

(ii) The Company has made provision, as required under the applicable law or accounting

standards, for material foreseeable losses, if any, on long‐term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company. For Damania and Varaiya. Firm’s Registration Number: 102079W Chartered Accountants CA. Bharat Jain Partner Membership No.100583 Place: Mumbai Date: 30th May 2016.

Annexure A to the Auditors’ Report

Referred to in paragraph 1 under the heading, “Report on Other legal and Regulatory Requirements” of our report on even date:

i

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets

b. According to information and explanation given to us, physical verification of a major portion of fixed assets including capital work in progress was conducted by an independent valuation agency as at the year end. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets and the discrepancies noticed on such physical verification have been properly dealt with in the books of account.

c. According to the information and explanations given to us and on the basis of our

examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company except for immovable properties, as referred in Annexure I, for which original title deeds or Lender confirmation for holding original title deeds on behalf of the Company are not available for verification and upon which we are unable to comment upon. Further the Company is in the process of reconciling cost of the above referred immovable properties as per title deeds vis a vis consolidated cost appearing in books of accounts.

ii As informed to us, physical verification of inventories except vessels under construction

have been conducted at reasonable intervals by the management. Physical verification of the vessels under construction is conducted by an independent Chartered Engineers as at the year end. In our opinion and according to the information and explanation given to us, the discrepancies noticed on such physical verification between physical stock and the book records have been properly dealt with in the books of account.

iii a. According to the information and explanation given to us, the Company has granted

interest free unsecured loans to parties covered in the register maintained Under Section 189 of the Companies Act, 2013 and the terms and conditions of the loans are not prejudicial to the interest of the Company.

b. As there is no stipulation as to the schedule of repayment of principal and interest,

question of repayment of receipts being regular does not arise.

c. As there is no stipulation as to the schedule of repayment of principal and interest, question of amount being overdue does not arise.

iv In our opinion and according to the information and explanation given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans and advances to entities in which directors are interested have been complied with by the Company. The Company has not given any guarantees and securities on behalf of entities in which directors are interested.

v According to the information and explanations given to us, the Company has not accepted any deposit from public as governed by provisions of section 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under, where applicable, hence provision of clause 3 (v) of the order is not applicable to the Company.

vi According to the information and explanations given to us, maintenance of cost records

has not been prescribed by the Central Government under Section 148(1) of the Companies Act for any of the products or services rendered by the Company and hence provision of clause 3 (vi) of the order is not applicable to the Company.

vii

a. According to the records of the company, the Company is not regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income‐tax, sales tax, service tax, customs duty, excise duty, Value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanation given to us, there are no undisputed statutory dues as referred to above as at 31st March, 2016 for a period more than six months from the date they become payable except as detailed in Annexure I to this report.

b. According to the records of the company and information and explanation given to us, the dues in respect of Income tax, Service tax, Duty of Excise and Duty of Custom that have not been deposited on account of pending disputes with appropriate authorities are as detailed in Annexure II to this report.

viii According to the information and explanation given to us, company has defaulted in

repayment of loan or borrowings to a financial institution, bank, government or dues to debenture holders as detailed in Annexure III to this report.

ix According to the information and explanation given to us, the Company has not raised moneys by way of Initial public issue / Further public offer (including debt instruments). However term loan raised during the year have been applied for the purposes for which they are raised.

x Based upon the audit procedures performed by us and according to the information and explanations given by the management, we report that no fraud on or by the Company by its officers/ employees has been noticed or reported during the year.

xi According to the information and explanation given to us and based on our examination of

the records of the company, the company has not paid / provided managerial remuneration during the year and hence provision of clause 3 (xi) of the order is not applicable to the Company.

xii In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company .

xiii According to the information and explanation given to us and based on our examination of

the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such transaction have been disclosed in the standalone financial statements, as required by the applicable accounting standards.

xiv According to the information and explanation given to us and based on our examination of

the records of the company, Preferential allotment of Share warrants were made during the year by the Company, the requirement of section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised.

xv According to the information and explanation given to us and based on our examination of the records of the company, the company has not entered into any non‐cash transactions with directors or or persons connected with him as referred to in section 192 of Companies Act, 2013. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

xvi The Company is not required to be registered under section 45‐IA of the Reserve Bank of India Act, 1934.

For Damania and Varaiya. Firm’s Registration Number: 102079WChartered Accountants CA. Bharat Jain Partner Membership No.100583 Place: Mumbai Date: 30th May 2016.

Annexure I

Details of immovable properties for which title deeds are not available for verification.

Total no. of cases

Leasehold / Freehold

Cost of Land as appearing in books

of accounts

Remarks

7 Freehold 77,81,699/‐ Original title deed submitted with Exim Bank. Confirmation from Exim bank confirming holding of original title deed is not available for verification.

2 Freehold 33,95,251 Original title deed not available with company. However Photocopy is available for verification and verified.

Annexure II to CARO Report

Details of Undisputed Statutory Dues outstanding for a period more than six months from the date they become due for payment.

• Yearwise breakup not available for VAT Liabilities till Financial year 2014 ‐ 2015

Name of the Statute Nature of the Dues Financial Year to which matters

Pertains

Amount (Rs. in Lakhs)

The Income Tax Act, 1961 Income Tax 2008‐2009 928.07

The Income Tax Act, 1961 TDS 2011‐2012 2.69





The Income Tax Act, 1961 TCS 2014‐2015 4.15

The Income Tax Act, 1961 TCS 2015‐2016 4.66

The EPF and MP Act, 1952 Provident Fund 2013‐2014 149.83



Professional Tax Act, 1975 Professional Tax 2013‐2014 0.30



Employee’s State Insurance Act, 1948 ESIC 2015‐2016 3.58

The Customs Act, 1962 Custom Duty 2009‐2010 115.01

The Customs Act, 1962 Custom Duty 2010‐2011 71.96

The Finance Act, 2004 and Service Tax Rules

Service Tax 2015‐2016 19.06

The Goa Value Added Tax Act, 2005 VAT 2014‐2015 86.54

The Goa Value Added Tax Act, 2005 VAT 2015‐2016 2.53

The West Bengal Value Added Tax Act, 2003

VAT * Before 2014‐2015

2.84

The West Bengal Value Added Tax Act, 2003

VAT 2014‐2015 3.13

Annexure III to CARO Report

Details of statutory dues that have not been deposited on account of pending disputes with appropriate authorities.

Name of the Statue Nature of the dues

Financial Year to which the matter

Pertains

Amount (Rs in Lakhs)

Forum where dispute is pending

The Income Tax Act, 1961

Income Tax 2003‐2004

0.15 Appeal pending before CIT(A)


Income Tax 2005‐2006 0.04 Appeal pending before CIT(A)











The Finance Act, 2004 and Service Tax Rules

Service Tax 2008‐2009 to 2012‐2013

2,479.28 Dy. Commissioner

The Customs Act, 1962 Custom Duty 2008‐2009 81.84 Director General of Central Excise Intelligence

The Customs Act, 1962 Custom Duty 2011‐2012 4,978.56 Commissioner of Customs

The Central Excise Act, 1944

Excise Duty 2011‐2012 1,354.04 Commissioner of Central Excise (LTU)

Annexure IV to CARO Report

Details of default in repayment of dues to financial institution, banks and debenture holders:

(1) The company has made continuous default in repayment of its banks loans, Compulsory Convertible Debentures and interest due thereon from date of revokation of CDR scheme i.e. 21st August, 2014 till the balance sheet date. Upon revocation of CDR scheme, in absence of requisite information from EARC and other banks covered under CDR scheme with respect to terms of repayment, the information in respect of amount and period of delays for default in repayment of Loan and interest cannot be ascertained and hence said information were not furnished in this report.

(2) Details of default in repayment of Loans including interest and other dues, other than those referred above as follows:

(Rs. In Lakhs)

Particulars No of Months Amount DBS Bank 24 – 36 Months 14,814.84SICOM Limited 24 – 36 Months 6,477.80LIC of India 15 – 30 Months 10,742.66GIC of India 9 – 33 Months 2,227.29

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub‐section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Bharati Defence and Infrastructure Limited(Formerly known as Bharati Shipyard Limited) (“the Company”) as of 31st March,2016 in conjunction with our audit of the standalone financial 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 financial controls based on the internal control over financial 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. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient 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 financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial 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”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 financial controls over financial 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 financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial 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 financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial 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 financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Qualified Opinion: According to the information and explanation given to us and based on our audit, the following material weaknesses have been identified in operative effectiveness of the Company’s internal financial control over financial reporting as at 31st March, 2016. Based on selective verification of process manual and related financial controls made available to us towards the very end of the financial year under audit and thereafter , the Company has an internal financial controls system over financial reporting design, which needs to be enhanced to make it more comprehensive.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. . in our opinion, considering the internal control over financial reporting criteria established by the company as per the essential components of internal control stated in the Guidance Note, the operating effectiveness of such process controls and appropriate documentation thereof needs to be strengthened to make the same commensurate with the size of the Company and nature of its business. We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the 31st March, 2016 standalone financial statements of the Company, and these material weaknesses does not affect our opinion on the standalone financial statements of the Company. For Damania and Varaiya. Firm’s Registration Number: 102079WChartered Accountants CA. Bharat Jain Partner Membership No.100583 Place: Mumbai Date: 30th May 2016

(Rs. In Lakhs)

ParticularsNote No

As at 31 March,2016

As at 31 March,2015

A. Equity and Liabilities(1) Shareholder's Funds

(a) Share Capital 3 5,029.89 5,029.89 (b) Reserves and Surplus 4 (301,707.24) (111,908.23) (c) Money received against share warrants (Refer Note No 43)

145.60 ‐

(2) Non‐Current Liabilities(a) Long‐term borrowings 5 216.98 345.30 (c) Other Long term liabilities 6 15.00 244.88 (d) Long term provisions 7 289.58 280.95

(3) Current Liabilities(a) Short‐term borrowings 8 18,650.86 54,545.90 (b) Trade payables 9 ‐ total outstanding dues to micro and small enterprises 16.96 14.11 ‐ total outstanding dues of creditors other than micro and small enterprises 14,495.56 14,941.26

(c) Other current liabilities 10 926,292.40 757,533.61 (d) Short‐term provisions 11 2,388.76 2,381.51

TOTAL 665,834.37 723,409.19

II. ASSETS(1) Non‐current assets

(a) Fixed assets 12(i) Tangible assets 78,843.97 84,927.90 (ii) Intangible assets 5.67 12.89 (iii) Capital work‐in‐progress 16,982.49 23,456.17

(b) Non‐current investments 13 152.26 174.76 (c) Deferred tax assets (net) 14 101,135.63 29,998.00 (d) Long term loans and advances 15 96,813.66 103,846.39 (e) Other non‐current assets 16 48,840.01 71,696.22

(2) Current assets(a) Current investments 17 0.12 0.12 (b) Inventories 18 298,979.57 367,161.58 (c) Trade receivables 19 2,267.01 6,827.77 (d) Cash and bank balances 20 13,490.46 22,750.20 (e) Short‐term loans and advances 21 8,323.51 12,557.18

TOTAL 665,834.37 723,409.19 ‐ ‐

As per our report of even date attached hereto

For Damania & VaraiyaFirm Reg. No. 102079WChartered Accountants

P. C. Kapoor Vijay Kumar[Managing Director] [Managing Director]

CA. Bharat Jain[Partner]Membership No. 100583 V.Gopalakrishnan

President Finance and Company Secretary

Place: Mumbai Place: MumbaiDate: 30th May, 2016 Date: 30th May, 2016


See accompanying notes forming part of the financial statements

BHARATI DEFENCE AND INFRASTRUCTURE LIMITED(Formerly known as BHARATI SHIPYARD LIMITED)

BALANCE SHEET AS AT 31ST MARCH, 2016

(Rs. In Lakhs)

ParticularsNote No

For the year ended 31st March 2016


INCOME (a) Revenue from operations 22 5,803.76 3,872.13 (b) Other Income 23 993.83 500.65

Total Revenue 6,797.59 4,372.78

EXPENSES:(a) Cost of materials consumed 24 6,867.46 4,237.00 (b) Employee benefit expense 25 4,337.93 4,323.11 (c) Financial costs 26 31,941.01 29,656.46 (d) Depreciation and amortization expense 12 6,094.00 6,227.02 (e) Other expenses 27 6,348.09 6,902.43

Total Expenses 55,588.48 51,346.02

Profit / (Loss) before exceptional and extraordinary items and tax (48,790.89) (46,973.25) Less: Exceptional Items 39 (i) Profit on sale of windmill operation ‐ (481.54) (ii) Work In Progress written Off (Refer Note No 44 (a) ) 64,174.54 54,177.02 (iii) Differential charged off on reconciliation of Secured Loans (Refer Note No 44 (c) ) 29,170.46 ‐ (iv) Interest and Foreign Exchange Variation on Invoked Bank Guarantee (Refer Note No 41 ) 73,435.09 ‐ (v) Ship building subsidy receivable written off 22,554.66 ‐ (vi) Impairment of Capital Work in Progress 6,397.39 ‐ (vii) Bad Debts 5,930.66 ‐ (viii) Provision for Diminution in value of Investment and Loan and Advances

10,482.94 ‐

Profit / (Loss) before tax (260,936.64) (100,668.73)

Less: Tax expense (a) Previous year tax ‐ (493.31) (b) Deferred tax (71,137.63) (13,717.19)

Profit/(Loss) for the year (189,799.01) (86,458.23)

Earning per equity share:(1) Basic (Face value Rs 10/‐ per share) (377.34) (171.89) (2) Diluted (Face value Rs 10/‐ per share) (377.34) (171.89)

As per our report of even date attached hereto

For Damania & Varaiya For and on behalf of the BoardFirm Reg. No. 102079WChartered Accountants





See accompanying notes forming part of the financial statements


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

0.00 (0.00)

(Rs. in Lakhs)

A. Cash flow from Operating Activities:Net Profit / (Loss) before taxation (260,936.64) (100,668.73)Non‐cash adjustment

Depreciation/amortisation 6,094.00 6,227.02 Loss / (Profit) on Sale of Fixed Assets ‐ (14.19) Sundry Balance written off 285.81 ‐ Unrealised foreign exchange loss 21.20 210.69 Exceptional ItemsLoss on Impairment of Capital Work in Progress 6,397.39 ‐ Loss on Valuation of Work in Progress 64,174.54 54,177.02 Profit on sale of Windmill Operation ‐ (481.54) Differential charged off on reconciliation of Secured Loans 29,170.46 ‐ Interest and Foreign Exchange Variation on Invoked Bank Guarantee

73,435.09 ‐

Ship building subsidy receivable written off 22,554.66 ‐ Bad Debts 5,930.66 ‐ Provision for Diminution in value of Investment and Loan and Advances

10,482.94 ‐

Interest expense 31,735.18 28,858.75 Interest income (880.30) (435.17) Dividend income (0.04) 249,401.60 (0.03) 88,542.55

Operating (Loss) before working capital changes (11,535.04) (12,126.18)

Adjustments for working capital changesPayables 1,203.09 4,532.97 Receivables 8,281.27 (12,971.14) Inventories 4,007.47 13,491.84 2,848.29 (5,589.87)

Cash generated from / (used in) operations 1,956.79 (17,716.05)Less: Direct taxes paid (net of refunds) (169.22) (1,438.23)

Net cash flow from / (used in) operating activities (A) 1,787.57 (19,154.29)

B. Cash flow from Investing Activities:Purchase of fixed assets (2.85) (76.76) Proceeds from sale of CWIP 76.29 ‐ Sale of Windmill (Discontinued Operation) ‐ 5,509.83 Sale of other fixed assets ‐ 265.71 Interest received 880.30 435.17 Dividends received 0.04 0.03

Net cash flow from/(used in) investing activities (B) 953.77 6,133.98

C. Cash flow from Financing ActivitiesShare Capital 145.60 ‐ Proceeds / (Repayment) from borrowings 2,041.96 14,765.50 Interest paid (Finance Cost) (5,359.18) (400.54)

Net cash flow from/(used in) in financing activities (C) (3,171.61) 14,364.97

Net increase/(decrease) in cash and cash equivalents (A+B+C) (430.27) 1,344.66

Cash and cash equivalents at the beginning of the year 5,900.72 4,556.05 Cash and cash eqivalents at the end of the year 5,470.45 5,900.72

Components of cash and cash equivalentsCash on hand 2.75 1.53 Balances with banks

In current accounts 5,467.70 5,899.19

Total cash and cash equivalents 5,470.45 5,900.72

Notes :1)

2) Previous year figures have been regrouped, where necessary to conform to current year's classification.

In terms of our Report attached 0.00 (0.00) For Damania & Varaiya For and on behalf of the BoardFirm Regn no. 102079W 0.00 Chartered Accountants 0.00


CA. Bharat Jain[Partner]Membership no. 100583 V.Gopalakrishnan



The above Cash Flow Statements has been prepared under the "Indirect Method" as set out in the Accounting Standard ‐ 3 on Cash FlowStatements


ParticularsYear Ended Year Ended

March 31, 2016 March 31, 2015

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

1 Corporate Information:

2a.

b Use of Estimates:

c. Fixed Assetsi. Tangible Assets:

ii. Intangible Assets:

d. Capital Work‐in‐progress:


NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

Significant Accounting PoliciesBasis of Preparation of financial statements:

Tangible Assets are stated at cost less accumulated depreciation and impairment losses, if any and includesamounts added on revaluation if any. The cost includes its purchase price net of any trade discounts andrebates, any import duties and other taxes (other than those subsequently recoverable from the taxauthorities), borrowing costs and any directly attributable expenses, incurred to bring the tangible assets toits present location and condition.

Intangible Assets are stated at cost less accumulated amortisation and impairment losses, if any. The costincludes its purchase price net of any trade discounts and rebates, any import duties and other taxes (otherthan those subsequently recoverable from the tax authorities), borrowing costs and any directlyattributable expenses, incurred to bring the intangible asset to its working condition for the intended use.

Bharati Shipyard Limited is a listed public company incorporated on 22nd June, 1976. The company isprimarily engaged in manufacturing of Ships, Non Propelled Vessels, Cranes, Rigs, off shore structures, shiprepairing and related activities.

Capital work‐in‐progress includes the cost of tangible assets that are not yet ready for their intended use atthe balance sheet date and are carried at cost, comprising direct cost, related incidental expenses andattributable interest.

The financial statements are prepared under the historical cost convention, except for certain Fixed Assetswhich are carried at revalued amounts, on accrual basis of accounting, in accordance with the generallyaccepted accounting principles in India (Indian GAAP), on a going concern basis and in line with AccountingStandards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies(Accounts) Rules 2014 and relevant provisions of the Companies Act, 2013.

The preparation of financial statements in conformity with Indian GAAP requires the Management to makeestimates and assumptions that affect the balances of assets and liabilities and disclosures relating to thecontingent liabilities as at the date of the financial statements and reported amount of income andexpenses during the year. The management believes that the estimates used in the preparation of thefinancial statements are prudent and reasonable. Further, the results could differ due to these estimatesand the differences between the actual results and the estimates are recognised in the periods in which theresults are known or materialised. Any changes in such estimates are recognized prospectively.

The financial statements are presented in Indian rupees rounded off to the nearest rupees in Lakhs.



e. Depreciation and Amortisation:i.

ii.

iii

f. Impairment of Assets:

g. Investments:

h. Inventories:i.

ii.

Leasehold land – Cost of leasehold land is amortised over lease period

Long Term Investments are valued at cost of acquisition. Provision for diminution in value of Long TermInvestments is made only if such a decline is other than temporary in the opinion of the Management.

Current investments are stated at the lower of cost and fair value, determined by category of Investments.

Work in progress is valued at amount of work done as percentage of contract value duly certified byChartered Engineer.

Raw Material and Other Components and Stores and Spares have been valued at lower of cost determinedon FIFO basis or net realisable value. Cost of Inventories comprise of all costs of purchase, cost ofconversion and other costs incurred in bringing them to their respective present location and condition.

Depreciation on additions /deletions is calculated on pro‐rata basis from /to the date of such additions /deletions.

The carrying value of assets / cash generating units at each balance sheet date are reviewed forimpairment. If any indication of impairment exists, the recoverable amount of such assets is estimated andimpairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. Therecoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at bydiscounting the future cash flows to their present value based on an appropriate discount factor. Whenthere is indication that an impairment loss recognised for an asset in earlier accounting periods no longerexists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit andLoss, except in case of revalued assets.

Depreciation on Tangible Assets has been provided on Straight – Line Method based on the useful life ofthe assets as prescribed in Schedule II to the Companies Act, 2013.



i Employee Benefitsi. Short term benefits:

ii. Post employment benefitsDefined contribution plans:

Defined benefit plans:

iii. Compensated Absences:

The Company’s contribution paid/ payable under the schemes is recognised as an expense in theStatement of Profit and Loss during the period in which the employee renders the related service.

The company has no further obligation under these plans beyond its monthly contributions.

The company has a scheme for compensated absences for employees, the liability for which is determinedon the basis of an independent actuarial valuation, carried out at the balance sheet date.

The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net obligation in respectof the gratuity benefit scheme is calculated by estimating the amount of future benefit that employeeshave earned in return for their service in the current and prior periods; that benefit is discounted todetermine its present value, and the fair value of any plan assets deducted.

Actuarial gains and losses are recognised in the Statement of Profit and Loss as and when determined.

The present value of any obligation under such defined benefit plan is determined based on actuarialvaluation using the Project Unit Completion Method, which recognises each period of service as giving riseto additional unit of employee benefit entitlement and measures each unit separately to build up the finalobligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates usedfor determining the present value of the obligation under defined benefit plan, are based on the marketi ld i i h b l h dWhen the calculation results in a benefit to the Company, the recognised asset is limited to the net total ofany unrecognised actuarial losses and past service costs and the present value of any future refunds fromthe plan or reductions in future contributions to the plan.

All employee benefits payable wholly within twelve months of rendering the service are classified as short‐term employee benefits. Benefits such as salaries and wages, performance incentives, compensatedabsences etc. and the expected cost of ex‐gratia are recognised in the period in which the employeerenders the related service.

The Company makes specified monthly contributions towards employee provident fund. The Company’scontribution paid/ payable under the schemes is recognised as an expense in the Statement of Profit andLoss during the period in which the employee renders the related service.

In addition, employees of the company are also covered under Employees’ State Insurance Scheme Act,1948

The Company’s contribution paid/ payable under the schemes is recognised as an expense in theStatement of Profit and Loss during the period in which the employee renders the related service.



j Revenue Recognition:i.

ii.

iii.

iv.

k Government Subsidy:

l. Borrowing Costs:

m. Provision for Taxation

i.

ii. Current Tax:

iii. Deferred Tax:

Government Subsidy is recognised in the Statement of Profit and Loss in accordance with the relatedscheme and in the period in which it is accrued. The scheme drawn up in this regard by the Ministry ofShipping, Government of India specifies that the subsidy due on vessels constructed by Private Shipyardssuch as the Company itself would be payable only upon completion and delivery of eligible vessels asdefined by the scheme. However, since the Company follows accrual concept of accounting, the subsidyrecognised in Statement of Profit and Loss also comprises of vessels under construction.

Deferred Tax on timing differences is measured based on the tax rates and the tax laws enacted orsubstantively enacted at the Balance Sheet date. Deferred Tax Assets are recognised only to the extent thatthere is virtual certainty with convincing evidence that sufficient future taxable income will be availableagainst which such deferred tax assets can be realised.

Provision for current income‐tax is made on the basis of estimated taxable income for the year, using theapplicable tax rates and where the income is assessed by the tax authorities on the basis of such assessedincome.

Borrowing Costs attributable to the acquisition and construction of the Qualifying Assets, which takessubstantial period of time to get ready for its intended use, are capitalised as part of the cost of respectiveassets up to the date when such asset is ready for its intended use. Other borrowing costs are charged tothe Statement of Profit and Loss.

Tax expense comprises of current tax and deferred tax.

Revenue is recognised in accordance with ‘AS‐7 Accounting for Construction Contracts’ specified underSection 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 andrelevant provisions of the Companies Act, 2013 on percentage completion basis by applying percentage ofwork completed to the total contract value duly certified.

Revenue from ship repair activity is recognised on the basis of job completion.

Dividend income on investment is accounted for in the year in which the right to receive the payment isestablished.

Interest income is recognised on a time proportion basis taking into account the amount outstanding andthe interest rate applicable.



iv.

n. Foreign Currency transactions:

o.i.

ii.

iii.

iv.

p. Operating Leases:

The Company recognises a provision when there is a present obligation as a result of a past event thatprobably requires an outflow of resources and a reliable estimate can be made of the amount of theobligation. Provisions are not discounted to their present value and are determined based on the bestestimate required tosettle the obligation at the reporting date. These estimates are reviewed at each reporting date andadjusted to reflect the current best estimates.

Provisions, Contingent Liabilities and Contingent Assets:

Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there isconvincing evidence that the Company will pay normal income tax during the specified period.

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date ofthe transaction or that approximates the actual rate at the date of the transaction. Gains or Losses uponsettlement of transaction during the year is recognized in the statement of profit and loss.

Monetary items denominated in foreign currencies at the year end are restated at year end rates. Gains orlosses arising as a result of the above are recognized in the statement of profit and loss.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligationthat may, but probably will not, require an outflow of resources.

Where there is a possible or a present obligation that the likelihood of outflow of resources is remote, noprovision or disclosure is made.

Lease of assets under which all the risk and rewards of ownership are effectively retained by the lessor areclassified as operating leases. Lease payments under operating leases are recognised as expenses onaccrual basis in the Statement of Profit and Loss in accordance with respective lease agreements.

Contingent assets are neither recognised nor disclosed in the financial statements.



q. Earnings Per Share:

r. Segment Reporting:

s. Cash Flow statement:

The Company identifies primary segments based on the dominant source, nature of risks and returns andthe internal organisation and management structure. The operating segments are the segments for whichseparate financial information is available and for which operating profit / loss amounts are evaluatedregularly by the executive management in deciding how to allocate resources and in assessingperformance.The accounting policies adopted for segment reporting are in line with the accounting policies of theCompany. Segment revenue, segment expenses, segment assets and segment liabilities have beenallocated to segments on the basis of their relationship to the operating activities of the segment.

Inter‐segment revenue is accounted on the basis of transactions which are primarily determined based oncost.Segment revenue, Segment expenses, Segment assets and Segment liabilities which relate to the Companyas a whole and are not allocable to segments on reasonable basis have been included under “unallocatedrevenue / expenses / assets / liabilities.”

Cash flows are reported using the indirect method, whereby profit/ (loss) before tax is adjusted for theeffects of transactions of non‐cash nature and any deferrals or accruals of past or future cash receipts orpayments. The cash flows from operating, investing and financing activities of the Company are segregatedbased on the available information.

Cash comprises cash on hand and demand deposits with banks. Cash Equivalents are short‐term balances(with an original maturity of three months or less from the date of acquisition), highly liquid investmentsthat are readily convertible into known amounts of cash and which are subject to insignificant risk ofchange in values.

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect ofextraordinary items, if any) attributable to the shareholders for the year by the weighted average numberof equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit/ (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend,interest and other charges to expense or income (net of any attributable taxes) relating to the dilutivepotential equity shares, by the weighted average number of equity shares considered for deriving basicearnings per share and the weighted average number of equity shares which could have been issued on theconversion of all dilutive potential equity shares.

3 Share Capital (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

9,900.00 9,900.00

5,029.89 5,029.89

5,029.89 5,029.89

3.1 Additional Information

No. of shares (Rs. in Lakhs) No. of shares (Rs. in Lakhs)50,298,942 5,029.89 50,298,942 5,029.89

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

50,298,942 5,029.89 50,298,942 5,029.89

b) Shareholders holding more than 5% shares in the Company (Equity Shares of Rs. 10 each)

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

The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held.

Less: Shares bought back during the year

Name of Shareholder

Shares outstanding at the beginning of the year

As at �31 March,2016

Shares outstanding at the end of the year

9,90,00,000 (31 March 2015 : 9,90,00,000) Equity Shares of Rs. 10/‐ eachAuthorised Capital:

Issued, Subscribed and Paid up Capital:

Particulars

Total

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016


5,02,98,942 (31 March 2015 : 5,02,98,942) equity shares of Rs.10/‐ each fully paid up

a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

As at 31 March,2015

Particulars As at 31 March,2016 As at 31 March,2015

Add: Shares Issued during the year

5,724,556 11.38% 5,724,556 11.38% 5,723,508 11.38% 5,723,508 11.38% 16,097,360 32.00% 16,097,360 32.00% 2,878,731 5.72% 2,878,731 5.72%

2,633,216 5.24% 2,633,216 5.24%

Share Warrants :

4 RESERVE AND SURPLUS (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

a.47,597.84 47,597.84

b.1,250.00 1,250.00

c.204.63 204.63

d.7,010.53 7,010.53

e.(167,971.23) (81,312.11) (189,799.01) (86,458.23)

‐ 200.89 (357,770.24) (167,971.23)

(301 707 24) (111 908 23)

As per Last Balance Sheet

Life Insurance Corporation of India

Particulars

Bharati Infratech Projects Private LimitedBharati Shipping and Dredging Company Pvt Ltd

c) Shares reserved for issue under option and contracts /Commitments

The company has allotted 26,47,313 Convertible Warrant on 4th January, 2016 by way of a preferential allotment to the Edelweiss Finance &Investments Ltd carrying the right to subscribe to one Equity shares of Rs. 10/‐ each at a price of Rs. 22/‐ including premium of Rs. 12/‐ Per equityshares in terms of board resolution dated 7th January, 2016. Edelweiss Finance & Investments Ltd is having the option to exercise the right forconversion of these warrants not later than 18 months from the date of allotment.

Mr. Vijay KumarMr. P. C. Kapoor


Add : Profit / (Loss) for the year

General Reserve

d) During the period of five years immediately preceding the date as at the balance sheet date, there are no shares issued without payment beingreceived in cash, issued as bonus shares and shares bought back by the Company.


Debenture Redemption Reserve


Securities Premium

Revaluation Reserve

T t l

Closing Balance Less : Adjustment to carrying value of assets as per Schedule II

Surplus As per Last Balance Sheet

(301,707.24) (111,908.23) Total



5 LONG‐TERM BORROWINGS (Rs. In Lakhs)

Non‐Current Current Non‐Current Current

‐ 9,000.00 ‐ 9,000.00

‐ 91,368.51 ‐ 213,685.19 ‐ 595,596.35 ‐ 275,210.81

216.98 ‐ 345.30 ‐

216.98 695,964.87 345.30 497,896.00

Security and other terms relating to repayments and maturity:

5.1 Debentures

Secured, Redeemable, Non‐Convertible Debentures:

As at 31 March,2016

Terms of Repayment

# Term loan from others represent Bank loans which have been takeover by Edelweiss Asset Reconstruction Cell (EARC) and loan from Sicom Limited.

ParticularsRate of Interest

Total

Loans and advances from related parties (Refer Note 5.4)

As at 31 March,2015 Particulars

Unsecured

Security

Secured

b) Term Loani. From Banks (Refer Note ‐ 5.2 and 5.5)ii. From Others (Refer Note ‐ 5.3) #

a) Debentures (Refer Note ‐ 5.1)

a. Life Insurance Corporation of India

b. General Insurance Corporation of India

(200 (P.Y. 200) Debentures of Rs. 10,00,000/‐ each)

5.2

Repayable in 2 years in 8 equal quarterlyinstalments commencing from June 2013 to June2015, as per the CDR Scheme.

Repayable in 5 structured yearly instalmentscommencing from June 2013 till June 2018, as perthe CDR Scheme.

Term Loan from Bank (Other than DBS term Loan) and Term Loan taken over by EARC ;

(700 (P.Y. 700 ) Debentures of Rs. 10,00,000/‐ each)

The Company has taken loans from the Consortium Banks with State Bank of India (SBI) as lead bankers. These loans were restructured under theCorporate Debt Restructuring Scheme (CDR Scheme) approved on 25th June 2012. As part of CDR Scheme, the Company had allotted 26,926,175Compulsory Convertible Debentures (CCD) carrying coupon rate of 1% p.a to the 18 secured lenders. The company, during the tenure of CDRscheme has not adhered to the repayment and other terms of CDR scheme and accordingly the CDR scheme was revoked by the Lenders as on 21thAugust, 2014. The company is in continuous default in repayment of its Banks loans, CCD, debentures , interest and other dues thereon from dateof revokation of CDR scheme till the balance sheet date.

Upon revokation of CDR Scheme, out of 23 bank Lenders, 18 bank Lenders have assigned their outstanding loans including interest and other duesalong with respective rights and securities to Edelweiss Assets Reconstruction Company Limited (EARC). Further 2 lenders have sent recall notice forrecovery of outstanding dues from the Company and balance 3 lenders have classified the said outstanding loans including interest and other duesas Non Performing Assets (NPA). Considering the continuing default in repayment of these loans and revokation of CDR Scheme by the Lenders, allthe outstanding loans have become payable on demand and accordingly have been classified as "Current Maturities of long term loan" under thehead "Current Liabilities".

Upon referral to CDR Scheme, the Company has executed the Indenture of Mortgage deed dated 28th June, 2013 for mortgage of securities infavour of "SBICAP Trustee Company Limited' in its capacity as "Security Trustee" for the benefit of all secured parties of the Scheme. Details ofsecurities offered to security trustee for outstanding loan, CCD including interest and other dues are as follows:

1. All Movable and Immovable assets of all the locations of the Company ;

11.00%

Secured by first pari passu charge onfixed assets movable and immovableassets including Land and Buildingsboth present and future.

12.45%

Secured by first pari passu charge oncertain fixed assets of the company.



5.3(a) Term Loan from DBS Bank Limited :

DBS Bank LIBOR plus 200basis

Terms of RepaymentSecurity ParticularsRate of Interest

p y ;

2. Residential flats of Managing Directors ;

3. All the Shares of the Company held by the Promoters of the Company ;

4. 24% of unencumbered shares of GOL Offshore Limited held by the promoter / Group Company ;

5. Shares and Corporate Guarantees of Subsidiary Companies : Dhanashree Properties Pvt Ltd, Natural Power Ventures Pvt Ltd and Nirupam EnergyProjects Pvt Ltd ;

6. Shares of Bharati Infratech Pvt Ltd, Bharati Maritime Services Pvt Ltd and Harsha Infrastructure Pvt Ltd held in Bharati Shipyard Ltd ;

7. Personal Guarantees of the Promoters and ;

8. Corporate Guarantees of Pinky Shipyard Pvt Ltd, Bharati Infratech Pvt Ltd, Bharati Maritime Services Pvt Ltd, Harsha Infrastructure Pvt Ltd andBharati Shipping & Dredging Co. Pvt Ltd.

Pari Passu charge on fixed assets atthe Dabhol yard.

Repayment in 4 equal half yearly instalments eachcommencing from quarter ending March 2013.

points

(b)

5.4

5.5(a)

Unsecured Loan and advances from Related Parties are repayable over the period of 2 to 3 years.

The company is in continuous default in repayment of its Bank loans, CCD , interest and other dues thereon from date of revokation of CDR schemetill the balance sheet date. Upon revocation of CDR scheme, in absence of requisite information from EARC and other banks covered under CDRscheme with respect to terms of repayment, the specific information in respect of period of delays of default in repayment of Loan and interestcannot be ascertained and hence said information is not given.

11.75% SICOM Limited

Terms of RepaymentSecurity Rate of Interest

SICOM Limited :

Repayable in single instalment at the end of 3 yearsfrom the date of disbursement.

Disclosure of default in repayment of Bank Loans, Financial Institution, Debentures , interest and other dues:

Secured by Subservient charge on allthe movable and current assets,both present and future, of thecompany in a form and manneracceptable to SICOM. IrrevocablePersonal Guarantee of PromoterDirectors.

Particulars



(b) Details of default in repayment of Loans including interest and other dues, other than above are as follows:

Amount Period in Months

Amount

DBS Bank LoanPrincipal 12,627.03 24‐36 Months 12,518.16 13‐24 Months Interest 2,187.82 24‐36 Months 1,995.19 13‐24 Months

SICOM LimitedPrincipal 4,417.32 24‐ 36 Months 4,417.32 12‐ 24 MonthsInterest 2,060.49 24‐ 36 Months 999.90 12‐24 Months

LIC OF IndiaPrincipal 7,000.00 18‐30 Months 5,250.00 3‐18 Months Interest 3,742.66 27‐39 Months 2,868.77 15‐27 Months

GIC OF IndiaPrincipal 800.00 9 ‐ 21 Months 400.00 9 Months

Interest 1,427.29 21 ‐33 Months 1,153.42 9 ‐21 Months

6 OTHER LONG TERM LIABILITIES (Rs. In Lakhs) As at As at

As at 31st March 2015

Particulars

ParticularsAs at 31st March 2016

31 March,2016 31 March,2015

Trade Payables (i) Total outstanding dues to Micro and Small Enterprises (Refer note 9.1) ‐ ‐ (ii) Total outstanding dues of creditors other than Micro and Small Enterprises 15.00 244.88

15.00 244.88

7 LONG TERM PROVISIONS (Rs. In Lakhs)

As at 31 March,2016

As at 31 March,2015

(i) Provision for compensated absences (Unfunded) 78.08 94.41 (ii) Provision for gratuity ((Funded) net) 211.50 186.54

289.58 280.95

8 SHORT TERM BORROWINGS (Rs. In Lakhs)

As at 31 March,2016

As at 31 March,2015

(a) Loans repayable on demand 8,853.55 47,433.37 2,840.00 ‐

6,957.31 7,112.54

18,650.86 54,545.90

8.1

8.2

(ii) From Others (Refer Note no 8.2)

Secured

Loans from Others are secured by first Charge on sale of Vessel V ‐ 399 , Pledge of 25.73% shareholding of Great offshore Limited and Personal Guarantee of the Promoter Directors and its carries the interest rate of 18% compounded quarterly.

Particulars

(i) Others (Refer Note : 8.3)

Provision for employee benefits

Total

Particulars

Particulars

Unsecured

Total

Refer note 5.2 and 5.5 for securities and default in repayment of Loans repayable on demand from Banks.

(i) From Banks (Refer Note no 8.1)

Total

8.3 Unsecured Loans from others are repayable in within 12 months.



9 TRADE PAYABLES (Rs. In Lakhs)

As at 31 March,2016

As at 31 March,2015

(i) Total outstanding dues to Micro and Small Enterprises (Refer note 9.1) 16.96 14.11 (ii) Total outstanding dues of creditors other than Micro and Small Enterprises 14,495.56 14,941.26

14,512.52 14,955.37

9.1(Rs. In Lakhs)

As at 31 March,2016

As at 31 March,2015

16.96 14.11

‐ ‐

‐ ‐

11.22 8.06 (iv) The amount of interest accrued and remaining unpaid at the end of each accountingperiod; and

Particulars

(iii) The amount of interest due and payable for the period of delay in making payment (whichhave been paid but beyond the appointed day during the period) but without adding theinterest specified under Micro, Small and Medium Enterprise Development Act, 2006.

(i) The Principal amount and interest due thereon remaining unpaid to any supplier as at theend of the accounting year

(ii) The amount of Interest paid by the buyer in terms of section 16, of the Micro, Small andMedium Enterprise Development Act, 2006 along with the amounts of the payment made tothe supplier beyond the appointed day during each accounting period.

Disclosures required under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 :

Total

Particulars

10.90 8.06

10 OTHER CURRENT LIABILITIES (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

695,964.87 497,896.00 21,302.84 21,302.84 4,194.31 4,194.31

113,260.66 46,427.05 79,123.65 180,589.87

18.28 19.53

1,775.69 1,308.78

5.56 8.35 10,646.54 5,786.89

926,292.40 757,533.61

* There are no amounts due to be credited to Investor Education and Protection Fund.

(b) Money received against share warrants (Refer Note No 29 )

p ;

# Others includes outstanding Salaries and Wages, Demurrage Charges and provision for Expenses.

(e) Unpaid / Unclaimed dividends *

(c) Interest accrued and due on borrowings

Total

(h) Others #

‐‐ From Banks

(f) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.) (g) Trade / security deposits received

(a) Current maturities of long‐term debt (Refer Note 5 : Long‐Term Borrowings )

(d) Income received in advance (Unearned Revenue)

Particulars

Note : Dues to Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

(v) The amount of further interest remaining due and payable even in the succeeding year,until such date when the interest dues as above are actually paid to the small enterprise forthe purpose of disallowances as a deductible expenditure under section 23 of the Micro, Smalland Medium Enterprise Development Act, 2006.

‐‐ Compulsory Convertible Debentures (Refer Note No 30)



11 SHORT‐TERM PROVISIONS (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

54.89 16.59 285.47 127.40

1,912.37 2,081.59 136.03 155.93

2,388.76 2,381.51

13 NON‐CURRENT INVESTMENTS (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

Long Term Investment ‐ At Cost

Trade Investment ‐ Unquoted 152.16 174.66

Non‐ trade Investment ‐ Unquoted 0.10 0.10

152.26 174.76

(i) Provision for tax (net of Taxes Paid) (b) Provision ‐ Others

(ii) Provision for other contingencies

Total

‐ Investments in Government or Trust securities

(i) Provision for compensated absences (Unfunded)

Particulars

(ii) Provision for gratuity (Funded) (net)

Particulars

(a) Provision for employee benefits

‐ Investment in Equity instruments

Total

13.1 Details of Long Term Investments :

As at 31 March,2016

As at 31 March,2015

1.00 1.00

1.00 1.00

1.00 1.00

1.00 1.00

1.00 1.00

145.16 145.16

1.00 1.00

1.00 1.00

22.50 22.50

174.66 174.66 22.50 ‐

Total 152.16 174.66

(i) National Saving Certificate 0.10 0.10

152 26 174 76

(2) Investments in Government or Trust securities

Less : Provision for Diminution in value of Investment

1,53,000 (31.03.2015 : 1,53,000) Shares of Rs. 10 each fully paid up(vii) Premila Mercantile Private Limited

10,000 (31.03.2015 : 10,000) Shares of Rs. 10 each fully paid up

(a) Investment in Equity Instruments of Subsidiaries


(1) Investment in Equity Instrument (Unquoted; fully


Particulars

(ii) Dhanshree Properties Private Limited 10,000 (31.03.2015 : 10,000) Shares of Rs. 10 each fully paid up

(iv) Nirupam Energy Projects Private Limited

(vi) Pinky Shipyard Private Limited 10,000 (31.03.2015 : 10,000) Shares of Rs. 10 each fully paid up(v) Nishita Mercantile Private Limited

2,25,048 (31.03.2015 : 2,25,048) Shares of Rs. 10 each fully paid up


T t l

Bengal Shipyard Limited(b) Investment in Equity Instruments of Joint

(Rs. in Lakhs)


(iii) Natural Power Ventures Private Limited

(i) Advitya Urja Private Limited

(viii) Vishudh Urja Private Limited

152.26 174.76 Total

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016(Rs in Lakhs)

Balance as at 1st April 2015

Additions Adjustments / Disposals

Balance as at 31st March, 2016

Balance as at 1st April 2015

Depreciation charge for the

period

Excess of Carrying amount over Residual Value

Adjustments / Disposals




Land 14,894.55 ‐ ‐ 14,894.55 ‐ ‐ ‐ ‐ ‐ 14,894.55 14,894.55 Buildings 7,839.84 0.27 ‐ 7,840.11 1,060.12 212.70 ‐ ‐ 1,272.82 6,779.72 6,567.28 Plant and Equipment 79,066.33 0.70 ‐ 79,067.03 18,996.17 5,235.16 ‐ ‐ 24,231.33 60,070.16 54,835.70 Dredger 184.13 ‐ ‐ 184.13 127.58 7.91 ‐ ‐ 135.49 56.55 48.64 Two Line Handling Boat 1,294.91 ‐ ‐ 1,294.91 364.91 86.76 ‐ ‐ 451.67 929.99 843.23 Furniture and Fixtures 2,832.32 ‐ ‐ 2,832.32 1,215.82 355.40 ‐ ‐ 1,571.22 1,616.50 1,261.09 Vehicles 1,305.53 ‐ ‐ 1,305.53 973.45 159.10 ‐ ‐ 1,132.55 332.08 172.98 Office equipment 504.46 0.43 ‐ 504.90 338.19 28.11 ‐ ‐ 366.30 166.27 138.60 Computers 480.09 0.76 ‐ 480.85 398.01 0.93 ‐ ‐ 398.94 82.08 81.90

Total (A) 108,402.16 2.16 ‐ 108,404.32 23,474.25 6,086.09 ‐ ‐ 29,560.34 84,927.91 78,843.97

Land (Lease Hold) 125.46 ‐ 125.46 125.46 ‐ ‐ 125.46 ‐ ‐ Total (B) 125.46 ‐ 125.46 125.46 ‐ ‐ ‐ 125.46 ‐ ‐

Total of Tangible Assets (A+B) 108,527.63 2.16 ‐ 108,529.78 23,599.71 6,086.09 ‐ ‐ 29,685.80 84,927.91 78,843.97

Previous Year 108,161.50 411.22 45.11 108,527.61 17,201.93 6,217.61 200.89 20.72 23,599.71 90,959.57 84,927.90

C. Intangible Assets Computer software 97.28 0.69 ‐ 97.97 84.39 7.91 ‐ ‐ 92.30 12.89 5.67

Total (C) 97.28 0.69 ‐ 97.97 84.39 7.91 ‐ ‐ 92.30 12.89 5.67 ‐

Previous Year 97.23 0.05 ‐ 97.28 74.98 9.41 ‐ ‐ 84.39 22.25 12.89

Total (A+B+C) 108,624.90 2.85 ‐ 108,627.76 23,684.11 6,094.00 ‐ ‐ 29,778.10 84,940.78 78,849.64 Previous Year 108,258.73 411.27 45.11 108,624.90 17,276.91 6,227.02 200.89 20.72 23,684.11 90,981.82 84,940.78

Capital work‐in‐progress 16,982.49 Previous Year 23,456.17

Net Block

A. Tangible Assets (Own Assets)

Description


B. Tangible Assets (Lease Assets)

Gross Block Depreciation



14 DEFERRED TAX ASSETS (NET) (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015 123,187.59 59,283.92 82,641.11 33,277.31

Disallowances of expenses 2,192.79 1,539.59 38,353.69 24,467.02

(22,051.96) (29,285.78) 9,000.38 9,264.95 13,051.58 20,020.83

101,135.63 29,998.14

15 LONG TERM LOANS AND ADVANCES (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015 Unsecured and considered good

10.92 10.92 474.16 717.99

102,989.17 103,117.49 6,660.58 ‐

Loan and Advances to related parties (Net) 96,328.58 103,117.49

96,813.66 103,846.39

Total

Deferred Tax Liability :

(a) Capital Advances

(c) Loans and advances to related parties (Refer Note No 34 (b) and (c)) (b) Security Deposits

Less : Provision for Doubtful Advances

Brought forward business losses and unabsorbed depreciation

Depreciation on fixed assets

Particulars

Disallowances u/s 43B of the I T Act, 1961

Particulars

Deferred Tax Assets :

Total

Others ‐ Subsidy Receivable

16 OTHER NON‐CURRENT ASSETS (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

48,840.01 71,696.22 ‐ Considered doubtful 22,872.74 ‐

22,872.74 ‐ Long‐ term trade receivables (Net) 48,840.01 71,696.22

48,840.01 71,696.22

17 CURRENT INVESTMENTS (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

0.12 0.12

0.12 0.12

17.1 *Details of Current Investments (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2016

0.12 0.12

(Rs. In Lakhs) As at

31 March,2016 As at

31 March,2016 0.12 0.12

(Carried at lower of cost and quoted / fair value)

Less: Provision for Doubtful debts

Total

(a) Investment in Equity instruments (Non trade and Quoted)‐ At cost

Particulars

750 (31.03.2015 : 750) Shares of Rs. 2 (P.Y. Rs 2/‐) each fully paid

Particulars

Long‐term trade receivables (Unseured) ‐ Considered good

Particulars

Total

(i) ICICI Bank Limited

Aggregate amount of quoted investments

(i) Investment in Equity instruments (Refer Note : 17.1)

Particulars

a. Other Current Investments

1.77 2.37 Market Value of quoted investments



18 INVENTORIES (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

48,518.75 53,883.79 (b) Raw materials and Components (Goods‐in‐Transit) 4,363.02 4,363.02

246,097.80 308,914.78

298,979.57 367,161.58

19 TRADE RECEIVABLE (Rs. In Lakhs)

As at 31 March,2016

As at 31 March,2015

407.32 6,471.75 1,859.69 356.02

2,267.01 6,827.77

20 CASH AND BANK BALANCES (Rs. In Lakhs)

As at 31 March,2016

As at 31 March,2015

(a) Cash and Cash Equivalents2 75 1 53

Others Receivables Outstanding for a period exceeding six months

Particulars

Unsecured, considered good

(i) Cash on hand

(a) Raw materials and Components

Particulars

(c) Work‐in‐progress

Total

Total

Particulars

2.75 1.53 5,467.70 5,899.19

0.84 0.77 8,000.91 16,829.16

18.27 19.56

13,490.46 22,750.20

21 SHORT TERM LOANS AND ADVANCES (Rs. In Lakhs) As at

31 March,2016 As at

31 March,2015

776.21 979.26 194.19 151.27 80.77 201.16

1,495.55 1,491.83 5,776.79 9,733.66

8,323.51 12,557.18

22 REVENUE FROM OPERATIONS (Rs. In Lakhs) For the year ended 31st March 2016


(i) Manufacturing of Ships 4,705.17 2,497.98 (ii) Windmill Income ‐ 414.31

78.66 335.07 ‐ 1.30

1,019.93 623.47

5,803.76 3,872.13

(iii) Repair works

(b) Other Operating Revenue

(iii) Unpaid dividend accounts

Total

(i) Sale of scrap

(d) Balances with government authorities

(c) Prepaid expenses

(a) Security deposits

(e) Advances to Suppliers

Total

Particulars

(a) Sale of products

(i) In deposit accounts

(i) Cash on hand

(b) Other Bank Balance

(ii) In current accounts

(ii) Security against borrowings

(b) Loans and advances to employees

(Unsecured and considered good)

(ii) Hire charges

Total

Particulars



23 OTHER INCOMES (Rs. In Lakhs) For the year ended 31st March 2016


879.17 434.21 1.12 0.96

(b) Dividend Income : 0.04 0.04

108.50 ‐ ‐ 17.52 ‐ 5.51 4.99 42.41

993.83 500.65

24 COST OF MATERIALS CONSUMED (Rs. In Lakhs) For the year ended 31st March 2016


58,246.81 61,137.97 1,502.42 1,345.84 59,749.22 62,483.81

52,881.77 58,246.81

(i) Interest from banks on :

(iii) Liabilities / provisions written back

(ii) Other interest

(a) Interest Income comprises:

(i) From Current Investments

Total

(c) Other non‐operating income comprises:

Add: Purchases

Less: Closing stock

Particulars

(ii) Profit on sale of fixed assets

Opening stock

(i) Rental income from Equipment Hiring Charges

(iv) Miscellaneous income

Deposits

Particulars

, ,

6,867.46 4,237.00

25 EMPLOYEE BENEFIT EXPENSE (Rs. In Lakhs) For the year ended 31st March 2016


3,955.79 4,044.16 141.34 149.18 200.41 68.99 40.40 60.78

4,337.93 4,323.11

26 FINANCE COSTS (Rs. In Lakhs) For the year ended 31st March 2016


31,193.67 28,639.95

4.07 ‐ 454.74 181.78

195.10 768.91 6.66 28.80

86.76 37.02

31,941.01 29,656.46

(a) Interest expense :

g

(iii) Others

(ii) Others

Total (c) Interest expenses in the nature of exchange rate difference on Foreign Currency Loan

(i) Bank Guarantee Commission(ii) Others

(b) Other borrowing costs

‐Delayed / deferred payment of income tax

(a) Salaries and wages(b) Contributions to provident and other funds

(i) Borrowings

(d) Staff welfare expenses

Particulars

Total

Total

Particulars

(c) Gratuity Expenses



27 Other expenses (Rs. In Lakhs) For the year ended 31st March 2016


34.52 16.85 285.81 ‐ 29.55 38.73 22.48 50.65

Demurrage Charges 2,802.91 2,857.43 33.97 16.40 25.55 339.48 118.55 120.95 50.56 122.00 226.70 408.22

Listing Fee 18.47 79.15 41.64 44.70 252.23 222.53 299.11 143.05 15.99 44.62 257.81 2.51 1,221.97 1,293.37 ‐ 3.33 33.12 32.63 17.98 26.75 123.83 520.12 24.35 24.22

107 97 85 31

Foreign Exchange Loss (Net)

Payments to Auditors (Refer Note No 27.1)Sundry Balance Written Off

Prior Period Expenses (Refer Note No 56)

Equipment Hiring ChargesInsuranceLaunching and Delivery Charges

Repairs ‐ OthersTransportation ChargesTravelling Expenses

Loss on sale of Assets

Rates and Taxes

Car Hiring Expenses

Design Consultancy

Clearing and Forwarding Charges

Legal and Professional Charges

Power and FuelOffice Maintenance

Rent

Repairs to BuildingsRepairs to Machinery

Particulars

107.97 85.31 303.03 409.43

6,348.09 6,902.43

27.1 Payments to Auditors comprises : (Rs. In Lakhs) For the year ended 31st March 2016


34.52 16.85 34.52 16.85

Particular

Fees as Statutory Auditors

Travelling ExpensesMiscellaneous Expenses

Total

Total

28 (Rs. in Lakhs) As at

31st March, 2016 As at

March 31, 2015

0.20 0.20 2,558.04 2,558.04 5,019.48 5,019.84 1,354.04 1,354.04

ii. Demurrage Charges ‐ 2,857.43 iii. Suits filed against the Company 2,580.99 2,580.99 iv. Claims against the Company not acknowledged 7,665.83 6,484.89

2,835.13 2,835.13 15,598.27 22,905.52

639.46 609.63

‐ ‐

38,251.44 47,205.71

Income TaxService TaxCustom DutyExcise

v. Bank Guarantees ‐Performance Guarantee ‐Advance Guarantee ‐Others

b. Commitments

T O T A L



Contingent liabilities and commitments not provided in respect of:

Particular

a. Contingent Liabilities:

i. Tax/Duties that may arise in respect of which appeal is pending :

29 Convertible share warrants and debenture:

Sr. Category of proposed Allottees

Maximum no. of warrants

proposed to be issued and allotted

1 Promoter Group 22,000,000 2 Promoter Group 5,500,000 3 Promoter Group 4,500,000

32,000,000

Name of the proposed allottees

T O T A LHarsha Infrastructure Private LimitedBharati Maritime Services Private LimitedBharati Infratech Projects Private Limited

In pursuance of the CDR Scheme and as per the approval of shareholders by postal ballot vide resolution No 5 dated September 18, 2012, the company has on preferential basis allotted 320,00,000warrants to Promoter Group, carrying right to subscribe to one equity share of Rs. 10/‐ each, pursuant to Section 81(1A) of the Companies Act, 1956, at a conversion price of Rs. 79.12/‐ includingpremium of Rs. 69.12/‐ per equity share of the Company, arrived at in accordance with the SEBI Guidelines. The details of proposed allottees are as follows:

The Company is contesting 15 winding up petitions under section 433 and 434 of the Companies Act 1956 before the Honourable High Court of Mumbai and this includes petition filed by LIC of India,one of the secured creditors. All above winding up petitions are pending for disposal as on date.



Of the above following are allotted and subscribed and fully paid:

Sr. Category of proposed Allottees

No. of warrants issued and fully

paid

1 Promoter Group 16,097,360 2 Promoter Group 2,185,878 3 Promoter Group 327,940

18,611,178

30

Post expiry of last appointed date for exercise of option and revocation of CDR scheme, the Company is in process of obtaining expert opinion for legal position and accounting treatment in thismatter with respect to unappropriated amount lying with the company upon expiry of time limit to exercise option by the promoters. Pending legal opinion, the Company has disclosed the saidamount received from the Promoter Companies of Rs 4,194.31 Lakhs (Previous year Rs 4,194.31 Lakhs) under current liabilities in the financial statement under the account head “ Money Receivedagainst share warrants” for the year ended 31st March 2016. Further to that, the Company is also evaluating option of allotment of shares to Promoter Companies against such unappropriatedamount of share warrant application money and is in the process of obtaining requisite permission from appropriate authorities.

As per the approval of the shareholders by postal ballot vide resolution no 6 dated 18th September, 2012, the Company had allotted on preferential basis 26,926,175 Compulsory ConvertibleDebentures (CCD) to the signatories of CDR. The above Compulsory convertible debentures are convertible into one equity share of Rs. 10/‐ each on preferential basis pursuant to Section 81(1A) of

T O T A L

Name of the proposed allottees

Bharati Infratech Projects Private LimitedBharati Maritime Services Private Limited

Harsha Infrastructure Private Limited

Out of the total subscription amount received against allotment of share warrants, 67,64,576 and 1,18,46,602 convertible warrants were converted into equity shares of Rs. 10/‐ each at a price of Rs.79.12/‐ per share including premium of Rs. 69.12/‐ per share on 31st December, 2012 and 25th September, 2013 respectively and Rs 4,194.31 Lakhs remains unappropriated in Share ApplicationMoney pending allotment as on the last appointed date for exercise of the option.

31 Deferred Tax Assets created during current financial year:

( ) g p y q y / p p ( )the Companies Act, 1956, at a conversion price of Rs. 79.12/‐ including premium of Rs. 69.12/‐ per equity share of the company, the pricing of which is arrived in accordance with the SEBI (Issue ofCapital and Disclosure Requirements) (Amendment) Regulations.

Post expiry of 18 months from the date of allotment of CCD and revocation of CDR Scheme, the Company has not converted CCD into Equity shares till date. As on the Balance Sheet date, theCompany has disclosed CCD of Rs 21,302.84 Lakhs (Previous year Rs 21,302.84 Lakhs) under current liabilities in the financial statement under the account head “ Current Maturities of Long TermDebts” for the year ended 31st March 2016.

The company has recognized deferred tax asset (net) of Rs. 1,01,135.63 Lakhs ( P.Y. Rs 29,998.14 Lakhs) on carried forward accumulated losses (including unabsorbed depreciation), interest expenses(including Funded Interest Term Loan (FITL)), Disallowances of Expenses and Retirement Benefits. The Company is confident of financial restructuring and reviving the operations to achieve optimumutilization of its infrastructure. Accordingly, keeping in view the ongoing developments, there would be sufficient future taxable profits against which the accumulated losses would be set off andhence Deferred tax asset (net) has been created by the Company.



32 Subsidy Receivable from Government of India under Shipbuilding Subsidy scheme:

33

The Government of India had announced Shipbuilding Subsidy Scheme for private and public shipyards in India in 2002 for all eligible shipbuilding orders entered into between Nov‐2002 till Aug‐2007.The Subsidy was provided at the rate of 30% of the contract value subject to fulfilment of various conditions. In case of private shipyards, disbursement of the subsidy amount was provided postdelivery of the vessel and subject to fulfilment of other conditions of the scheme. According to the subsidy scheme and based on accounting principles, the company has credited subsidy on vesselsunder construction in respect of which substantial work has been carried out on the vessel. The Company had recognised for subsidy of Rs. 66,059.92 Lakhs under Ship Building Subsidy Scheme inearlier years and has already received Rs. 1,267.15 Lakhs from Government of India upto 1st April 2015 and the balance subsidy receivable from Government of India Rs. 64,792.77 Lakhs as on 1stApril 2015. The Company has been complying with the terms of the said scheme and has already received part of the Subsidy on vessels delivered by the Company. Further, in respect of vesselsdelivered, the Government of India has retained a part of the subsidy amount to be released at a future date subject to certain compliances. The company is of the opinion that on completion of thevarious vessels under construction, the Government of India will release the subsidy amount as well as the retention amounts upon completion of compliances.

Recently Government of India has announced the revised Financial Assistance Policy for Indian Shipbuilders and as per the policy, financial assistance in the form of subsidy is revised to 20% of lowerof “Contract Price” or “Fair Price” for each vessel built by the shipyards. Company has recomputed its claim for subsidy receivable based on revised ship building policy for Indian ship builders and haswritten off subsidy receivable amounting to Rs. 22,554.66 Lakhs. The said write off in subsidy receivable of Rs. 22,554.66 Lakhs is disclosed under the head "Exceptional Item" in financial statementsfor the year ended 31st March, 2016 and balance outstanding subsidy receivable from Government of India amounting to Rs. 42,238.11 Lakhs is disclosed under Trade receivable in financialStatement as at 31st March, 2016.

Further, as detailed in note no. 33 of the statement, the Company is confident of financial restructuring and reviving the operations and completing the vessels under construction in respect of whichthe aforementioned Subsidy is receivable and according the management is of the opinion that Subsidy amount is fully recoverable.

The Company has incurred Net Loss of Rs. 1,89,799.01 Lakhs after considering exceptional items of Rs. 2,12,145.75 Lakhs during the year ended 31st March, 2016. As of this date, the Company’s totalliabilities exceed its total assets by Rs 2 96 677 35 Lakhs and its net worth has been fully eroded As on 31st March 2016 22 winding up petitions are filed by various creditors against the Company

Explanatory note on Financial Restructuring:

34 a) The Company had given loans and advances of Rs. 91,048.18 Lakhs to its subsidiaries for investment in GOL Offshore Ltd (GOL). The net receivable from GOL on account of trade and otherreceivables is Rs. 3,523.41 Lakhs. GOL has been incurring cash losses and its cash flows are under stress. Further there are continuing defaults in repayment of loans including invocation of some ofthe corporate guarantees and in some cases recovery proceedings have been initiated. GOL is making all efforts for early settlement of dues by taking various corrective initiatives and continuousnegotiation with bankers for restructuring of its debts in next couple of years. Being investment in GOL is strategic and long term in nature and loans and advances given and trade and otherreceivables are fully recoverable and hence no provisioning for the same is considered necessary.

b) The Company had given loans and advances of Rs. 8,497.86 Lakhs to its subsidiary for investment in Tebma Shipyard Limited(TSL). The net receivable from TSL on account trade and otherreceivables is Rs. 86.22 Lakhs. TSL has been incurring cash losses and its net worth is fully eroded and its cash flows are under stress. TSL is also undergoing Corporate Debt Restructuring. Knowing theabove scenario and based on the valuation report of TSL by Independent Valuer with respect to its Business Valuation, Company has made provision for non recoverability of loans and advances from

liabilities exceed its total assets by Rs. 2,96,677.35 Lakhs and its net‐worth has been fully eroded. As on 31st March, 2016 , 22 winding up petitions are filed by various creditors against the Companyincluding LIC of India, one of the secured creditors out of which settlements terms are signed by the Company for 7 creditors. Further the Company has made reference to BIFR for restructuring of theCompany and the same has been registered with BIFR. The reference registered with BIFR was last heard on 6th May, 2016.

The Company is also implementing various long‐term measures to improve its cash flow and revival of the operations and simultaneously exploring multiple options for funding of its partly completedprojects. During the year, ECL finance Limited has released financial assistance to the Company to complete its one of the nearing completion project as well as for other operational need. Company with the help of Lead lender EARC is in process of drafting long term restructuring package to be submitted with BIFR to revive the business, keeping interest of all stakeholders of theCompany and viability of the project. This restructuring package will help the Company to bring current debt at sustainable level so that the Company will be able to service its secured and unsecuredcreditors. EARC is also proposing to come up with various stage wise restructuring plans for debts to curtail the financial burden of the business cash flows in addition to business operation andmanagement strategy. Upon revival, the Company will be able to make optimum utilisation of its green field facilities, renegotiate its contracts and complete the under construction vessels togenerate future cash flows. The Company believes that these measures will not only generate cash flows for revival but will also result in future orders and consequently sustainable cash flows.

Further, during the year, the Government of India has also announced various measures to promote ship building in India including Financial Assistance for next 10 years, 100% FDI in Shipbuilding,infrastructure Status, etc. and also directed the Defence Public Sector Unit (DPSU) engaged in Ship building exclusively for Indian Navy, to outsource activities to private shipyards. The Government ofIndia also announced Indian Naval Indigenization Plan (INIP) which aims at indigenizing many of the components that are currently imported. This will give a huge opportunity to Indian Shipyards tocollaborate with partners abroad for manufacturing these components in India for the Defence requirement. With these measures, the shipbuilding activity in India is likely to grow manifold in thenear future.

In view of the foregoing, the Company's financial statements have been prepared on a going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in thenormal course of business.



35

36

37

above scenario and based on the valuation report of TSL by Independent Valuer with respect to its Business Valuation, Company has made provision for non recoverability of loans and advances fromits subsidiary and non recoverability of trade and other receivables from TSL of Rs. 3,498.23 Lakhs and Rs. 86.22 Lakhs respectively and the same is disclosed under the head "Exceptional Item" infinancial statements for the year ended 31st March, 2016.

c) The Company had made investments of Rs. 22.50 Lakhs and given loans and advances aggregating to Rs. 3,162.36 Lakhs in/to Bengal Shipyard Limited (Bengal). Bengal is yet to start its businessoperations and is in process of acquisition of lands and construction of assets. Bengal has been incurring cash losses and its net worth is getting eroded and its cash flows are under stress. Consideringthe present operational status of Bengal and huge delay, additional cost and uncertainty involved in commencement of business operations, Company neither foresee any benefit accruing norrepayment of advances by Bengal in near future. Accordingly Company has made provision for diminution in value of investment of Rs 22.50 Lakhs and Provision for non recoverability of advances ofRs. 3,162.36 Lakhs from Bengal and the same is disclosed under the head "Exceptional Item" in financial statements for the year ended 31st March, 2016.

The Company has requested all lenders/banks/ Edelweiss Asset Reconstruction Company (EARC) for the balance confirmations. However, due to non service of interest, instalments and other dues,some of the lenders/banks have not provided balance confirmations as on 31st March, 2016 and the accounts are finalised based on latest available bank/loan statements. Interest and other dueshave not been provided on outstanding secured loans and other debt facility if any (funded as well as non funded) assigned to EARC in absence of information in respect of interest and other chargesin assignment agreements of EARC with Banks. Similarly company has not provided for interest and other dues on secured loans for which company has received any recall notice, in respect of whichinterest has not been charged in the statement by banks and NPA accounts for which it has not received any statement from banks or in respect of which interest has not been charged in thestatement by banks. In respect of other bank loans, interest and other dues have been accounted for as per statements received from lenders.

Non ‐ Availability of balance confirmation from banks and EARC and provision for interest and other dues:

Non ‐ Availability of certain Margin Deposit confirmation:

Internal control System:

The company is in the co ordination with banks for obtaining confirmation/ account statements as at year end with respect to Margin deposits with banks. However, due to non service of interest andinstalment due, some of the banks have not provided balance confirmations as on 31st March 2016. Being, carrying amount of the margin deposit is fully recoverable and the difference, if any, uponreconciliation with bank confirmations would not have any material impact on financial statements. Further, due to unavailability of the confirmations, the Company has accounted for the interestincome on the Margin Money Deposits with Banks based on external evidences to the extent available.

37 Internal control System:The Company is in the process of strengthening its policies, procedure and controls in order to facilate timely recording of the expenses and provide proper evidences regarding accounting for directand indirect taxes including other statutory compliances. Delay if any, in accounting for the expenses or other transactions or statutory compliances does not have any material impact on the financialstatement for the year ended 31st March, 2016.



38

39

40

41 Bank Guarantee Invocation by Customers on cancellation of vessels contracts:

Reconciliation of accounts:Company is in the process of reconciliation of accounts at reasonable intervals and obtaining balance confirmation as at year end with respect to its Trade Receivables, Loan and Advances, TradePayables and Other Liabilities. The carrying amount of Trade receivables, Loans and Advances, Trade Payable and Other Liabilities are approximately of the value as stated, if realised/ paid in theordinary course of business.

Ministry of corporate affairs vide notification dated 29th August, 2014 has amended schedule II to the Companies Act, 2013 requiring mandatory componentisation of assets for financial statementsin respect of financial year commencing on or after 1st April, 2015. The company is in process of technical evaluation of componentisation of fixed assets and useful life thereof and identifyingsignificant part of assets qualifying for component accounting.

Company has initiated the process of appointment of Internal Auditor as required under provisions of Section 138 of the Companies Act, 2013

The Company is constructing various vessels ordered from international as well as domestic customers including Government of India‐Ministry of Defence. The company has issued refund bankguarantees to customers against various advance stage payments received by the Company. Several of these customers had cancelled the ship building contracts entered into with the Company andinvoked the Bank Guarantees and Banks have made payment aggregating to Rs. 1,71,290.70 Lakhs on account of bank guarantee invoked by the customers, along with Interest of Rs. 40,457.62 Lakhsand foreign exchange variation of Rs. 32,977.47 Lakhs upto 31st March, 2016. Based on the prudent accounting norms, during the year ended 31st March, 2016, company had given effect for theabove payments made by the Banks to the customers against invoked bank guarantees in books of accounts. Interest cost and exchange variation relating to invoked bank guarantees amounting toRs. 40,457.62 Lakhs and Rs. 32,977.47 Lakhs respectively has been charged to profit and loss account and disclosed under the head "Exceptional Item" in financial statements for the year ended 31stMarch, 2016.

However, the Company continues to believe that the payments under the invoked bank guarantees made by the banks are without following due process of law and even in cases wherein the legalproceedings were pending before various jurisdictional tribunals / courts. Accordingly, the Company will continue with a suit before the Hon'ble City Civil Court Mumbai against such banks, which is

42

43

In absence of terms of assignment/ term sheet with respect to secured loans assigned to EARC by lenders, secured loans including bank guarantee & other debt facility if any (funded as well as nonfunded) assigned to EARC by lenders over a period of time, being payable on demand have been classified as current liabilities in Statement of Assets and Liabilities. All NPA Accounts, being payableon demand, have been classified as current liabilities in Statement of Assets and Liabilities. Compulsory Convertible Debentures issued as a part of CDR scheme is classified as Current liabilities inStatement of Assets and Liabilities upon subsequent revocation of CDR scheme by CDR EG vide its letter dated 21st August, 2014. Other loans have been classified as Current or Non Current inStatement of Assets and Liabilities, based on the classification criteria as prescribed in general instructions to schedule III of the Act.

The company has allotted 26,47,313 Convertible Warrant by way of a preferential allotment to the Edelweiss Finance & Investments Ltd carrying the right to subscribe to one Equity shares of Rs. 10/‐each at a price of Rs. 22/‐ including premium of Rs. 12/‐ Per equity shares in terms of board resolution dated 7th January, 2016, in‐principle approvals received from Bombay Stock Exchange Ltd (BSE)and National Stock Exchange Ltd (NSE) on 21st December, 2015 and 24th December, 2015 respectively and on receipt of the requisite share warrant application money amounting to Rs 145.60 Lakhson 4th January 2016. Edelweiss Finance & Investments Ltd is having the option to exercise the right for conversion of these warrants not later than 18 months from the date of allotment. TheCompany has disclosed the said amount of Rs 145.60 Lakhs under Shareholder's Funds in the financial statement under the account head “ Money Received against share warrants” for the year ended31st March 2016. The proceeds from the issues of Share Warrant have been utilised for the general administrative expenses and repayment of past dues.

pending for disposal.



44 Exceptional items includes : (Rs. in Lakhs)

31.03.2016 31.03.2015 ‐ (481.54)

64,174.54 54,177.02 29,170.46 ‐ 73,435.09 ‐ 22,554.66 ‐ 6,397.39 ‐ 5,930.66 ‐ 10,482.94 ‐

212,145.75 53,695.48

(a) Writing off excess value of Work in Progress ("WIP) amounting to Rs 64,174.54 Lakhs ( P.Y. Rs 54,177.02 Lakhs), based on the valuation report of anIndependent Chartered Engineers. The written off in value of WIP is on account of Price Variation, Provision for Liquidation damages and redoing/replacementcost and other factors.

(b) Sale of Wind Turbines having total Capacity of 5MV (Windmill Business) as a part of restructuring process, resulting in net gain of Rs 481.54 Lakhs in F.Y.2014‐2015.

Particulars

Total

(c) On reconciliation of balance of secured loans transferred by 18 lenders to Edelweiss Assets Reconstruction Company (EARC) with the balance appearing inbooks of accounts, the differential interest / other charges amount on such reconciliation is charged as expenses amounting to Rs 29,170.46 Lakhs (P.Y. Rs Nil).

‐ Work in progress written off (Based on Valuation Report)‐ Differential charged off on reconciliation of secured loans ‐ Interest and Foreign Exchange Variation on Invoked Bank Guarantee (Refer Note No 41)‐ Ship building subsidy receivable written off (Refer Note No 32)‐ Impairment of Capital Work in Progress‐ Bad Debts‐ Provision for Diminution in value of Investment and Loans and Advances (Refer Note No 34 (b) and (c))

Year Ended

‐ Profit on Sale of Windmill Operation

45The required disclosure under the Revised Accounting Standard 15 is given below:During the year, Company has recognised the following amounts in the Financial statements :

I) Defined Contribution Plan:

(Rs. in Lakhs)

For the year ended

31st March, 2016

For the year ended

March 31, 2015

141.34 149.18

Retirement benefits:

Particulars

(d) Impairment of Capital work in progress (CWIP) amounting to Rs 6,397.39 Lakhs (P.Y. Rs Nil), based on the valuation report of Independent CharteredEngineers. The Impairment of CWIP is on account of restorative repairs, constraint in use of incomplete structure, replacement/ removal of Steel and otherpart of structures.

The company has recognised the following amounts as an expense and included under the head "employee benefit expense "

Employer's Contribution to Provident Fund and Employee's State Insurance Corporation



II) Defined Benefit Plans:

(Rs. in Lakhs)

508.13 506.67 53.76 58.69 38.25 37.08 124.02 (8.17) (35.42) (86.14)

688.74 508.13

194.19 261.70 15.53 20.94 0.09 (2.31) 17.38 ‐ (35.42) (86.14)

As at 31st March, 2016

As at March 31, 2015

Present value of obligation as at beginning of the Year

i) Gratuity (Funded):

Current Service Cost

Particulars

a) Changes in present value of Defined Benefit Obligations:

The Employee’s Gratuity Fund Scheme managed by SBI Life Insurance is a Defined Benefit plan. The present value of obligation is determined based on actuarial valuation using projected unit credit method.

b) Changes in fair value of Plan Assets: Fair value of Plan Assets as at beginning of the Year

Present Value of Obligation as at end of the Year

Interest Cost Actuarial (gain)/loss

Actuarial gain/(loss) Contributions

Expected return on Plan Assets

Benefits paid

Benefits paid191.77 194.19

15.53 20.94 0.09 (2.31)

15.62 18.63

c) Actual Return on Plan Assets:

Actual return on Plan Assets

Fair value of plan Assets as at end of the Year

Actuarial gain/(loss) on Plan Assets Expected return on Plan Assets



(Rs. in Lakhs)

111.00 85.28 32.59 34.84 8.66 6.82 (19.27) (15.94) ‐ ‐

132.98 111.00

(Rs. in Lakhs)

Gratuity (Funded) Compensated Absences (non

Funded):

Gratuity (Funded)

Compensated Absences (non

Funded):

2015‐16

) i d i h l h i f

2014‐15

Particulars

ii) Compensated Absences (Non Funded):The company has recognised liability for compensated absences for employees on the basis of an independent actuarialvaluation, carried out at the balance sheet date.

Interest Cost



Particulars

Benefits paid Present Value of Obligation as at end of the Year

Actuarial (gain)/loss

Present value of obligation as at beginning of the Year Current Service Cost

d) Changes in present value of Defined Benefit Obligations:

Present Value of Obligation as at end of the Year 688.74 132.98 508.13 111.00 Fair Value of Plan Assets as at end of the Year 191.77 ‐ 194.19 ‐ Net Liability 496.97 132.98 313.94 111.00

f) Expenses recognised in the Statement of Profit and Loss

Refer Note No. 25 Current Service Cost 53.76 32.59 58.69 34.84 Interest Cost 38.25 8.66 37.08 6.82 Expected return on Plan Assets (15.53) ‐ (20.94) ‐ Actuarial (Gain)/ Loss 123.93 (19.27) (5.84) (15.94)

200.41 21.98 68.99 25.71

e) Amounts recognized in the Balance Sheet in respect of:

Expense Recognised in the Statement of Profit and Loss

(under the head “Employee Benefits Expense” )



7.80% 7.80% 8% 8%8% ‐ 8% ‐ 6% 6% 6% 6%

2% 2% 2% 2%

46(Rs. in Lakhs)

Current Year Previous Year

4,705.17 2,497.98 64,174.54 54,177.02 79,085.76 186,475.26 186,691.86 148,075.65 23,162.79 25,636.13

Mortality Attrition rate

IALM 2006‐08 Ultimate

Gross amount due to customers for contract work

Gratuity (Funded) Compensated Absences (non

Funded):

IALM 2006‐08 Ultimate

Expected Rate of Return on Plan Assets

Disclosure in accordance with ‘AS‐ 7 Accounting for Construction Contracts’ :

Advances received from above customers

Particulars

g) Principal Actuarial Assumptions used as at the Balance Sheet date :

Particulars

Contract revenue recognized as revenue for the year

The gross amount due from customers reflects the net amount for all contracts in progress for which cost incurred plus recognized profit(Less recognized Losses) exceeds progress billing

Gross amount due from customers for contract work

Contract Loss recognized as revenue for the year

Gratuity (Funded)

Compensated Absences (non

Funded):

Salary Escalation Rate

Discount Rate

47 Segment ReportingThe Company has disclosed business segment as the primary segment. The Company was collectively organised into following business segments namely:

a. Ship Manufacturing

b. Windmill Operation (upto 31st July, 2014)

Segments have been indentified and reported taking into account the nature of the product and services, the organisational structure and internal financial reporting system.

Segment revenue, results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on reasonable basis.

Since the business of Windmill operation is not significant, all asset, liabilities and expenses other than specifically related to Windmill Power, are allocated to Ship Manufacturing Business.

The gross amount due from customers reflects the net amount for all contracts in progress for which cost incurred plus recognized profit(Less recognized Losses) exceeds progress billing.

The gross amount due to customers reflects the net amount for all contracts in progress where progress billing exceeds cost incurred plus recognized profit (Less recognized Losses).



Primary Segments (Business Segments) (Rs. in Lakhs)

ShipManufacture

Windmill Power

Total Ship

Manufacture Windmill Power

Total

5,803.76 ‐ 5,803.76 3,457.81 414.31 3,872.12

5,803.76 ‐ 5,803.76 3,457.81 414.31 3,872.12

(17,843.71) ‐ (17,843.71) (18,166.21) 348.77 (17,817.44)

31,941.01 ‐ 31,941.01 29,656.46 ‐ 29,656.46 212,145.75 ‐ 212,145.75 54,177.02 (481.54) 53,695.48

Add: Unallocated Income 993.83 993.83 500.65 500.65 (260,936.64) ‐ (260,936.64) (101,499.04) 830.31 (100,668.73)

(71,137.63) (14,210.50) (260,936.64) ‐ (189,799.01) (101,499.04) 830.31 (86,458.23)

OTHER INFORMATION


Profit / (Loss) before TaxLess : Tax Expenses

Less : Exceptional Items

SEGMENT RESULT


Less : Finance Cost

Particulars

Net Profit / Loss after Tax

SEGMENT REVENUENet Sales / Operating Income

Total

Profit / (Loss) after depreciation and before finance Cost, Exceptional Item, Unallocable Income and tax expenses

566,378.93 ‐ 566,378.93 693,236.17 ‐ 693,236.17 ‐ ‐ 99,455.44 ‐ ‐ 30,173.02 566,378.93 ‐ 665,834.37 693,236.17 ‐ 723,409.19 939,150.91 939,150.91 806,903.10 806,903.10 ‐ ‐ 23,360.81 ‐ ‐ 23,384.43 939,150.91 ‐ 962,511.72 806,903.10 ‐ 830,287.53

‐ ‐ (296,677.35) ‐ ‐ (106,878.34) 2.85 ‐ 2.85 392.71 ‐ 392.71 6,094.00 6,094.00 6,227.02 ‐ 6,227.02

Net Capital Employed (Total Assets ‐ Total Liabilities)

Depreciation

Unallocated Segment Liabilities

Segment AssetsUnallocated Segment Assets

Total Liabilities

Capital Expenditure

Total AssetsSegment Liabilities



48

48.1 List of related parties and relationships, where control exists:

a. Subsidiary CompaniesAdvitiya Urja Private LimitedDhanshree Properties Private LimitedNatural Power Venturers Pvt. LtdNirupam Energy Projects Pvt. Ltd.Nishita Mercantile Pvt. Ltd.Pinky Shipyard Private LimitedPremila Mercantile Pvt. Ltd.Vishudh Urja Pvt. Ltd.

b. Subsidiary of Subsidiary Company Tebma Shipyard Limited

c. Joint VentureBengal Shipyard Limited

d. Associated Companies / Concerns GOL Offshore LimitedGOL Ship Repair Limited (Subsidiary of Associate Company)

Related Party disclosure as required by Accounting Standard ‐ 18 as notified under section 133 of Companies Act 2013 is as follows:Related party disclosure

GOL Ship Repair Limited (Subsidiary of Associate Company)

e. Key Management Personnel (KMP)Mr. P. C. Kapoor Managing DirectorMr. Vijay Kumar Managing Director

f. Relatives of Key Management PersonnelRelative of Mr. P. C. KapoorMrs. Madhu Kapoor WifeMrs. Radhika Mehra Daughter

Relative of Mr. Vijay KumarMrs. Ashraf G. Kumar WifeMrs. Sukriti V. Kumar Daughter



g.Bharati Infratech Projects Pvt. Ltd.Bharati Marine Construction and Engineering Pvt LtdBharati Maritime Services Pvt.Ltd.Bharati Shipping and Dredging Co Private LimitedHarsha Infrastructure Pvt LtdPortside Shipping Pvt LtdSeasplice Shipping Pvt LtdSharven Multitrade P. Ltd.Shipace Shipping Private LimitedSwati Silk Mills Pvt. Ltd.Usha Silk Mills Pvt. Ltd.Vayuraj Energy Projects Pvt. Ltd.Vayutatva Energy Projects Pvt. Ltd.Mutual Industries Pvt. Ltd.Oceanic Shipyard Limited

48.2

Key Managerial Personnel

Sr. Particulars

Enterprises where Control Exists

Joint Venture Associates

Enterprises influenced by Key Management Personnel and their relatives

Total Subsidiary Companies

Sub‐Subsidiary Company

Enterprises Owned and

Controlled by KMP

Subs Sub‐Subs EOKMP JV KMP Assc RKMPA Transactions during the year

1 Labour Charges Paid 458.01 ‐ ‐ ‐ ‐ ‐ 458.01 143.49 ‐ ‐ ‐ ‐ ‐ 143.49

2 Sales ‐ 17.27 ‐ ‐ ‐ ‐ 17.27 ‐ 3.80 ‐ ‐ ‐ ‐ 3.80

3 Purchases ‐ 2.68 2.68 ‐ ‐

4 Repairs Works ‐ Income ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 686.52 686.52

5 Director's Remuneration ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 48.00 ‐ 48.00

6 Equipment Hire Charges ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 18.96 18.96

7 Interest paid on Inter Corporate Deposits accepted

‐ ‐ 12.98

‐ ‐ ‐ 12.98

‐ ‐ 16.22 ‐ ‐ ‐ 16.22

8 Loans and Advances given ‐ ‐ ‐ ‐ ‐ ‐ ‐

‐ ‐ 128.00 ‐ ‐ ‐ 128.00

9 Loans and Advances received back ‐ ‐ ‐ ‐ ‐

‐ ‐

‐ ‐ ‐ ‐ 19.25 ‐ 19.25

10 Loans/Intercorporate Deposit Accepted ‐ ‐ ‐

‐ ‐ ‐ ‐

p p y yand their Relatives


NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016‐ ‐ 288.93 ‐ ‐ ‐ 288.93

11 Provision of loans and advances 3,498.23 ‐ ‐ 3,162.35 ‐ ‐ 6,660.58 ‐ ‐ ‐ ‐ ‐ ‐ ‐

12 Provision of doubtfull debts ‐ 86.22 ‐ ‐ ‐ ‐ 86.22 ‐ ‐ ‐ ‐ ‐ ‐ ‐

13 Provision for Diminution in value of Investment

‐ ‐ ‐ 22.50 ‐ ‐ 22.50

‐ ‐ ‐ ‐ ‐ ‐ ‐ II] Outstanding Balances as on 31st March,

1 Loans and Advance given * 99,726.62 ‐ 100.19 3,162.35 ‐ ‐ 102,989.17 99,726.62 ‐ 228.51 3,162.35 ‐ ‐ 103,117.48

3 Money received against Share Warrants ‐ ‐ 4,194.31 ‐ ‐ ‐ 4,194.31 ‐ ‐ 4,194.31 ‐ ‐ ‐ 4,194.31

4 Loans/Intercorporate Deposit Accepted ‐ ‐ 216.98 ‐ ‐ ‐ 216.98 ‐ ‐ 345.30 ‐ ‐ ‐ 345.30

5 Trade Receivables * ‐ 86.22 ‐ ‐ ‐ 3,523.41 3,609.63 ‐ 120.99 ‐ ‐ ‐ 3,523.41 3,644.39

6 Trade Payables 361.45 ‐ ‐ ‐ ‐ ‐ 361.45 122.02 ‐ ‐ ‐ ‐ ‐ 122.02

7 Investments in Subsidiaries/ Joint Ventures *

152.16 ‐ ‐ 22.50 ‐ ‐ 174.66 *

152.16 ‐ ‐ 22.50 ‐ ‐ 174.66 9 Directors Remunerations Payable ‐ ‐ ‐ ‐ 15.81 ‐ 15.81

‐ ‐ ‐ ‐ 15.81 ‐ 15.81

48.3 Disclosures of Material Related Party Transactions during the year:

1 Labour Charges Paid (Rs. in Lakhs) For the year ended 31st March, 2016

For the year ended March 31, 2015

458.01 143.49 458.01 143.49

2 Sales (Rs. in Lakhs)

For the year ended 31st March, 2016


17.27 3.80 17.27 3.80

3 Purchase (Rs. in Lakhs)



2.68 ‐ 2.68 ‐

4 Repairs Works ‐ Income (Rs. in Lakhs)

Particulars

Tebma Shipyards LimitedTotal

* Provision for Loans and Advances, Trade Receivables and Diminution in value of Investment is not deducted while presenting the outstanding balance.

Particulars

Tebma Shipyards LimitedTotal

Note : Figures in Bold and Italics relates to Previous Year

TotalPinky Shipyard Limited

Particulars


NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016 For the year ended 31st March, 2016


‐ 632.31

‐ 54.20 ‐ 686.51

5 Director's Remuneration (Rs. in Lakhs) For the year ended 31st March, 2016


‐ 24.00 ‐ 24.00 ‐ 48.00

Total

Particulars

GOL Offshore LimitedGOL Ship Repair Limited

Vijay KumarTotal

Particulars

P. C. Kapoor



6 Equipment Hire Charges (Rs. in Lakhs) For the year ended 31st March, 2016


‐ 18.96 ‐ 18.96

7 Interest paid on Inter Corporate Deposit Accepted (Rs. in Lakhs) For the year ended 31st March, 2016


12.98 16.22 12.98 16.22

8 Loans and Advances given (Rs. in Lakhs) For the year ended 31st March, 2016


‐ 128.00 ‐ 128.00

9 Loan and advances received back (Rs. in Lakhs) For the year ended 31st March, 2016


Total

Particulars

Particulars

Particulars

GOL Offshore Limited

Bharati Infratech Projects Private LimitedTotal

Particulars

Bharati Infratech Projects Private LimitedTotal

‐ 12.50 ‐ 6.75 ‐ 19.25

10 Loans/Intercorporate Deposit Accepted (Rs. in Lakhs) For the year ended 31st March, 2016


‐ 288.93 ‐ 288.93

11 Provision of Loan and Advances (Rs. in Lakhs)



3,498.23 ‐ 3,162.35 ‐ 6,660.58 ‐

12 Provision for Doubtful Debts (Rs. in Lakhs) For the year ended 31st March, 2016


86.22 ‐ 86.22 ‐

13 Provision for diminution in value of investment (Rs. in Lakhs)



22.50 ‐ 22.50 ‐

Total

Total

Total

Bharati Infratech Projects Private Limited

Nirupam Energy Projects Pvt. Ltd.

TotalTebma Shipyards Limited

Particulars

Total

Particulars

Particulars

Bengal Shipyard Limited

Particulars

Bengal Shipyard Limited

Mr. Vijay KumarMr. P.C. Kapoor


NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201648.4 Disclosure required by Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015 and Section 186 (4) of the Companies Act, 2013:

(Rs. in Lakhs)

Name of Subsidiary Company As at

31st March, 2016

Maximum Outstanding

During the Year


Maximum Outstanding

During the Year

Advitiya Urja Private Limited 170.60 170.60 170.60 170.60 Dhanshree Properties Private Limited 20,676.78 20,676.78 20,676.78 20,676.78 Natural Power Ventures Private Limited 70,371.40 70,371.40 70,371.40 70,371.40 Nirupam Energy Projects Private Limited * 8,497.85 8,497.85 8,497.85 8,497.85 Nishita Mercantile Private Limited 5.35 5.35 5.35 5.35 Premila Mercantile Private Limited 0.07 0.07 0.07 0.07 Vishudh Urja Private Limited 4.57 4.57 4.57 4.57 T O T A L 99,726.62 99,726.62 * Provision for Loan and advances have not been netted off from the balance outstanding

(Rs. in Lakhs)

Name of Enterprises in which directors are interested


Maximum Outstanding

During the Year


Maximum Outstanding

During the Year

For working capital requirement Investment in Gol Offshore Ltd andWorking Capital requirement

Nature of Transaction and Material Terms

Loans and advances

Loans and advances

Loans and advancesLoans and advancesLoans and advances

(a) Loans and Advances in the nature of loans to subsidiaries:

Purpose for which loan / guaranteeproposed to be utilized by therecipient

Nature of Transaction and Material Terms

Loans and advancesLoans and advances

Investment in Tebma Shipyard Ltd and

For working capital requirement

(b) Loans and Advances in the nature of loans to firms/companies in which directors are interested:


Purpose for which loan / guarantee proposed to be utilized by the

recipient


Bengal Shipyard Limited * 3,162.35 3,162.35 3,162.35 3,456.64

Bharati Infratech Projects Private Limited ‐ ‐ 128.32 128.32 Sharven Multitrade Private Limited 19.53 19.53 19.53 19.53 Swati Silk Mills Private Limited 34.70 34.70 34.70 34.70 Usha Silk Mills Private Limited 6.61 6.61 6.61 6.61 Vayuraj Energy Projects Private Limited 16.58 16.58 16.58 16.58 Vayutatva Energy Projects Private Limited 22.77 22.77 22.77 22.77 T O T A L 3,262.54 3,390.86

* Provision for Loan and advances have not been netted off from the balance outstanding

No. of Shares in Parent Company

% Holding in Parent Company

16,097,360 32.00%

Loans and advances

(c) Investments by the loanee in the shares of parent company and subsidiary company, when the company has made a loan or advance in the nature of loan:

For purchase of Land and Working Capital Requirement

Above Loans and Advances are interest free and there is no stipulation as to repayment.

Investing Company

Bharati Infratech Projects Private Limited



49

As at 31st March,2016


Rs. In Lakhs (189,799.01) (86,458.24)Nos. 50,298,942 50,298,942

Rs. 10.00 10.00 Rs. (377.34) (171.89)

Nos. 50,298,942 50,298,942

Rs. (377.34) (171.89)

50 (Rs. in Lakhs) As at

31st March,2016 As at

March 31, 2015

Basic Earnings per share are calculated by dividing the Net Profit for the year attributable to Equity Shareholders by the weighted average number of Equity shares outstanding during the year.

Weighted Average No. of Ordinary Shares for Diluted EPS (same as Basic EPS as thereare no dilutive potential Equity Shares)

Earnings per share

Particular

Net Profit after tax Weighted Average No. of Ordinary Shares for Basic EPS

For the purpose of calculating Diluted Earnings per share, the weighted average numbers of shares outstanding are adjusted for the effects of all dilutive potential equity shares from the exercise ofoptions on un‐issued share capital.

EPS (Basic)The Face Value per Ordinary Share

EPS (Diluted)

CIF value of imports

Particular

429.58 447.08

429.58 447.08

Raw Materials (including Components and Spare parts)

T O T A L



51 Details of Cost of Material Consumed (Rs. in Lakhs)

Particulars Opening Stock Purchase Consumption ClosingSteel 12,204.85 ‐ 3,194.09 9,010.76 Others 46,041.96 1,502.42 3,673.37 43,871.01 Total 58,246.81 1,502.42 6,867.46 52,881.77

Particulars Opening Stock Purchase Consumption ClosingSteel 12,535.22 ‐ 330.37 12,204.85 Others 48,602.76 1,345.84 3,906.64 46,041.96 Total 61,137.97 1,345.84 4,237.01 58,246.81

52Working sheet

(Rs. in Lakhs) % (Rs. in Lakhs) %

‐ 0.00% 198.22 60.00% Opening3,194.09 100.00% 132.15 40.00% Purchase3,194.09 100.00% 330.37 100.00%

Consumption1,714.53 46.67% 344.99 8.83% Closing

Total (A)

i. Imported



Ratio and value of indigenous and imported raw material steel and components and spare parts consumed

Particulars As at 31st March, 2016 As at March 31, 2015

Raw Materials (Steel)

ii. Indigenous

Components and Spare Partsi. Imported

1,958.84 53.33% 3,561.65 91.17%3,673.37 100.00% 3,906.64 100.00%

6,867.46 4,237.01 1,714.53 3,194.09

53(Rs. in Lakhs)

As at 31st March,2016


40,466.16 1,112.61 ‐ 1.15 8.79 0.79

40,474.95 1,114.55

Total (B)

Design and Consultancy

T O T A L

ii. Indigenous

T O T A L (A+B)

Expenditure in foreign currency

Particulars

Interest

Others



(Rs. in Lakhs) As at

March 31, 2015

(6.60)

2,529.23 0 04

2) Non‐Current Liabilities(a) Other long‐term liabilities

Particulars

Disclosure as required by AS 27 " Financial Reporting of Interests in Joint Ventures"

EQUITY AND LIABILITIES1) Shareholders' Funds(a) Reserves And Surplus

(b) Long term provisions

The Company is holding 45.01% shareholding in Bengal Shipyard Limited (Bengal) as Joint Venture (JV) partner. The Company had also given loans and advances aggregating to Rs. 3,162.35 lakhs as on31st March, 2016. Bengal is yet to start its business operations and is in process of acquisition of land and construction of assets. Till 31st March 2015 Bengal has already spent Rs. 5,785/‐ lakh as pre‐operative expenditure. To continue with this JV project, the Company is required to invest additional funds on continuous basis till the time project gets completed and start commercial activity.However, considering the progress of this JV project and the Company’s current financial position, the Company cannot put additional funds in this project , which is not going to provide returns, innear future. Considering the above referred matter and operational issues between JV partners, Financial Statements as on 31st March 2016 of Bengal are made not available to the Company and hence, thecompany is unable to provide the required disclosure as prescribed under AS 27 " Financial Reporting of Interest in Joint Venture” for the year ended 31st March, 2016.

The Company’s interest in this Joint Venture is reported as Long Term Investment and stated at cost. The Company’s share of each Asset, Liability, Income and Expenses, etc. related to its interest inthis Joint Venture are based on unaudited standalone financial statement duly certified by management as of 31st March 2015 is as follows:

0.04

53.67 5.00

156.79 0.19

2,221.68

4.05 217.17 1.58

(c) Long‐term loans and advances(d) Other non‐current assets

(b) Non‐current investments

ASSETS1) Non‐current assets(a) Fixed assets(i) Tangible assets(ii) Intangible assets

(a) Other current liabilities(b) Short‐term provisions

3) Current Liabilities

(b) Long‐term provisions

(iii) Capital work‐in‐progress



0.77 1.62

0.13

8.59

(8.45) ‐

(8.45)

NIL

55

ParticularsAmount (Rs. in Lakhs) USD (Rs. in Lakhs)

Term Loan ‐ Bank USD 20,000,000 12,627.03 20,000,000 12,518.16 Interest on term Loan Bank USD 3,498,634 2,187.82 4,803,025 3,108 Trade Payable and other liabilities

2) Current assets(a) Cash and bank balances(b) Short‐term loans and advances

Currency

Foreign currency exposure at the year end not hedged by derivative instruments are given as under ;

As at 31st March, 2016 As at 31st March, 2015

Details on derivative instruments and unhedged foreign currency exposures:

INCOME:Other incomeEXPENSES:Other expenses

Profit / (Loss) Before TaxLess: Tax expenseProfit / (Loss) After Tax

Contingent Liabilities

yUSD 88,866 58.95 351,343 219.91 SGD 2,152,851 1,058.01 2,078,785 944.60 EURO ‐ ‐ 393,883 263.53 GBP 61,040 58.04 61,040 56.43

* Advance received from customers USD 107,690,000 40,043.77 107,690,000 40,043.77



56 Prior Period Expenses / (Income) (Net) consist of : (Rs. in Lakhs)

Nature of Expenses #REF! As at

March 31, 2015

Car Hiring Expenses 8.01 1.56 Design Consultancy 56.54 0.82 Power and Fuel 3.12 22.30 Equipment Hiring Charges 20.74 29.48 Interest On Statutory Dues ‐ 1.10 Legal and Professional Charges 81.24 40.02 Miscellaneous Expenses 99.93 4.26 Office Maintenance ‐ 1.65 Rates and Taxes ‐ 5.03 Rent 29.14 33.68 Repair and Maintenance 0.39 ‐ Transportation Charges ‐ 3.15

299.11 143.05

57 Disclosure for Operating Leases under Accounting Standard 19 ‐ "Leases":The Company had entered into agreements for taking on lease various vessels and office premises under operating lease arrangements. The leases are non‐cancellable and are ranging for a period of11 months to 5 years and may be renewed for a further period based on mutual agreement between the parties. The lease agreements provided for an increase in the lease payments by 0 to 2 %every year. During the year, lease agreements with respect to various vessels have been terminated by the Company and accordingly the information is disclosed to the extent applicable:

(Rs. in Lakhs)

Particulars For the year ended 31st March, 2016


Future minimum lease payments not later than one year 0.00 28.00 later than one year and not later than five years ‐ ‐

T O T A L ‐ 28.00

1,314.02 1,389.87 ‐ Lease payments recognised in the Statement of Profit and Loss



58

As per our report of even date attached heretoFor Damania & Varaiya For and on Behalf of the BoardFirm Reg. No. 102079WChartered Accountants

P. C. Kapoor Vijay KumarBharat Jain [Managing Director] [Managing Director]PartnerMembership No. 100583

Place: Mumbai V.Gopalakrishnan Place: MumbaiDate : 30th May, 2016. President Finance and Company Secretary Date : 30th May, 2016.

The figures for the previous year have been arranged/rearranged/regrouped wherever considered necessary, to conform to this year’s classification.

INDEPENDENT AUDITOR’S REPORT

To the Members of Bharati Defence and Infrastructure Limited

(Formerly Known as Bharati Shipyard Limited)

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Bharati Defence and

Infrastructure Limited (Formerly known as Bharati Shipyard Limited) (hereinafter referred to as “the

Parent Company”) and its subsidiaries (the Parent Company and its subsidiaries together referred to as “the

Group”), its Associate company and joint venture entity, comprising of the Consolidated Balance Sheet as at

31st March, 2016, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement

for the year then ended, and a summary of the significant accounting policies and other explanatory

information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Parent Company’s Board of Directors is responsible for the preparation of these consolidated financial

statements, in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”)

that give a true and fair view of the consolidated financial position, consolidated financial performance and

consolidated cash flows of the Group including its associate and joint venture entity in accordance with the

accounting principles generally accepted in India including Accounting Standards specified under Section 133

of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the

companies included in the Group and of its associate company and joint venture entity are responsible for

maintenance of adequate accounting records in accordance with the provisions of the Act or otherwise for

safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the

selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and the design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the consolidated financial statements that give a true

and fair view and are free from material misstatement, whether due to fraud or error, which have been used

for the purpose of preparation of the consolidated financial statements by the Directors of the Parent

Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

While conducting the 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 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 consolidated financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in

the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including

the assessment of the risks of material misstatement of the consolidated financial statements, whether due to

fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to

the Parent Company’s preparation of the consolidated financial statements that give a true and fair view in

order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating

the appropriateness of the principles and procedures followed, accounting policies used and the

reasonableness of the accounting estimates made by the Parent Company’s Board of Directors, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in

terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, are sufficient

and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements.

Basis for Qualified Opinion

a. The Parent Company has as on 31st

March 2016, recognized deferred tax asset (net) of Rs.

1,01,135.63 Lakhs on its carried forward Accumulated Losses (including unabsorbed depreciation),

interest expenses (including Funded Interest Term Loan (FITL)), Disallowance of Expenses and

Retirement Benefits. The principles of Accounting Standard- 22 notified in this regard clearly states

that deferred tax assets should be recognized and carried forward only to the extent that there is a

virtual certainty that sufficient future taxable income will be available against which such deferred tax

assets can be realized. In our opinion, considering the huge accumulated losses and the present

scenario of the Parent Company’s business, there is no certainty that the parent company would have

sufficient future taxable income to justify the creation of Deferred Tax Asset. Had the Deferred tax

asset not been created, the net the loss for the year ended 31st March 2016 would have been higher

by Rs. 1,01,135.63 Lakhs and the accumulated losses as at that date would have been higher by the

same amount. Refer Note No. 33 forming part of the consolidated financial statements.

b. The Parent Company had recognised for subsidy under Ship Building Subsidy Scheme in earlier years,

out of which subsidy of Rs. 42,238.11 Lakhs is still receivable as on 31st March, 2016 (after write off

of Rs 22,554.66 Lakhs during the year due to change in Government Policy). The receipt of aforesaid

Subsidy is dependent upon completion of vessels and compliance with other terms and conditions of

the Shipbuilding Subsidy Scheme of the Government of India. In our opinion, the recognition of above

claim, being contingent asset in nature, is not in conformity with AS-29, Provisions, Contingent

liabilities and Contingent assets. In view of the uncertainty involved with respect to generation of

future cash flow as required for completion of vessels, we are unable to comment on the

recoverability or otherwise of the aforementioned subsidy receivable amounting to Rs. 42,238.11

Lakhs. Therefore, the possible impact of the same on the consolidated financial statement cannot be

ascertained. Refer Note No. 34 forming part of the consolidated financial statements.

c. We draw attention to Note No. 35(a) forming part of the consolidated financial statements, which

indicates that the Parent Company has continuously been incurring substantial losses since past few

years and Parent Company has also incurred net loss of Rs. 1,89,799.01 Lakhs for the year ended 31st

March, 2016. As of reporting date, the Parent Company's total liabilities exceed its total assets by Rs.

2,96,677.35 Lakhs and its net worth has been fully eroded.

The appropriateness of the going concern basis is interalia dependent upon parent company’s

successful financial restructuring including raising requisite finance for its revival and consequent

generation of future cash flow to meets its obligations. In our opinion, these conditions along with

other matters indicate the existence of material uncertainty that may cast doubt about the Parent

Company’s ability to continue as going concern.

d. Investments made by the Parent Company directly / indirectly through its subsidiaries in GOL

Offshore Ltd (GOL), Tebma Shipyard Limited (TSL) and Pinky Shipyards Limited (PSL) has been

impaired substantially as these subsidiaries have been incurring continues losses and its net worth is

either fully / substantially eroded. In our opinion, the goodwill on consolidation of these subsidiaries

ought to have been tested for impairment and provision, if any, for impairment loss shall be made in

Consolidated Statement of Profit and Loss. We are unable to comment on the possible impact, if any,

of such non provision of impairment loss on the consolidated financial statement for the year ended

31st March 2016. Refer Note No. 45 forming part of the consolidated financial statements.

e. Parent Company has not provided for interest on secured loans and other debt facility if any (funded

as well as nonfunded) assigned to Edelweiss Asset Reconstruction Company Limited (EARC) by

lenders over a period of time. In absence of terms of assignment and other relevant details and

information with respect to terms of repayment, rate of interest and other relevant terms for

computation of un-provided interest liability, we are unable to quantify its possible impact on the

consolidated financial statement in respect of above matters. Refer Note No. 36 forming part of the

consolidated financial statements.

f. Parent Company has not provided for interest and other dues on NPA accounts including bank

guarantee and other debt facility if any (funded as well as non funded) for which,

i. It has not received any statement from lenders or in respect of which interest has not been charged

in the statement provided by the lenders:

ii. It has received any recall notice, in respect of which interest has not been charged in the statement

provided by the lenders.

In absence of relevant details and information with respect to computation of un-provided interest

liability and other dues, we are unable to quantify its possible effect, if any, on the consolidated

financial statements in respect of above matters. Refer Note No. 36 forming part of the consolidated

financial statements.

g. Confirmation / bank statements of secured loans outstanding with ICICI Bank as on 31st March, 2016

were not made available for verification by Parent Company. Due to pending confirmation and

consequent reconciliation with the books of accounts, we are unable to comment on the same and

ascertain its impact, if any, on the consolidated financial statements. Refer Note No. 36 forming part

of the consolidated financial statements.

h. In case of Parent Company, margin money of Rs.4,472.25 Lakhs with State Bank of Travancore is

subject to confirmation and reconciliation. Due to pending confirmation and consequent

reconciliation with the books of accounts, we are unable to comment on the same and ascertain its

impact, if any, on the consolidated financial statements. Refer Note No. 37 forming part of the

consolidated financial statements.

i. We refer to Note No. 38(a) forming part of the consolidated financial statements regarding Parent

Company’s policies, procedures and lack of controls in respect of timely and properly recording of the

expenses and proper evidences regarding accounting for direct and indirect taxes including other

statutory compliances. We are unable to ascertain its impact, if any, on the consolidated financial

statements in respect of above matters.

j. Due to pending reconciliation and confirmation of Trade Receivables, Loan and Advances, Trade

Payables and Other Liabilities of Parent Company, we are unable to ascertain its impact, if any, on the

consolidated financial statements in respect of above matters. Refer Note No. 39(a) forming part of

the consolidated financial statements).

k. The Parent Company is in the process of obtaining legal opinion with respect to disclosure and

accounting treatment of unappropriated amount lying in share application money post expiry of last

appointed date for exercise of option for conversion of share warrants and upon revocation of CDR

scheme as explained in Note No. 31 forming part of the consolidated financial statements. Pending

legal opinion, we are unable to ascertain its impact, if any, on the consolidated financial statements in

respect of above matters.

l. The Parent Company is in the process of technical evaluation of componentisation of fixed assets and

useful life thereof and identifying significant part of assets qualifying for component accounting as

required by para 4(a), Part C, schedule II of the Companies Act, 2013 amended by MCA notification

dated 29th August, 2015. Pending technical evaluation of componentisation of fixed assets and useful

life thereof, we are unable to ascertain its impact, if any, on the consolidated financial statements in

respect of above matters. Refer Note No. 40 forming part of the consolidated financial statements.

m. The Parent Company has not appointed the Internal Auditor as required by Section 138 of the

Companies Act 2013. Refer Note No. 41 forming part of the consolidated financial statements.

n. The investment made by Associate Company - GOL offshore Limited (GOL) in its subsidiary KEI-RSOS

MARITIME LTD (KEI-RSOS), is at substantial premium. Consequently on consolidation of accounts of

the GOL with that of aforesaid subsidiary results into goodwill on consolidation amounting to Rs

9,568 Lakhs. As the net worth of KEI-RSOS has fully eroded and as it has not assessed impairment

losses of certain of its fixed assets presently not in use and as no provision is made for disputed

debtors and claims made by the customers on it, which is under arbitration, In the opinion of the

Auditor of the Associate Company, this goodwill on consolidation ought to have been duly charged

off to consolidated statement of profit and loss. If it was so charged, the consolidated loss of the

group would be higher by Rs 4,758 Lakhs (to the extent of share of Parent Company) and

shareholders fund as at that date would have been lower by the same amount with consequent

effect on the consolidated cash flow. Refer Note No. 46 forming part of the consolidated financial

statements.

o. The Consolidated financial Statement of the Group does not include Financial Statement/ financial

information of the Joint Venture Entity – Bengal Shipyard Limited (Bengal) as the financial statement/

financial information of Bengal as on 31st

March, 2016 is not available for consolidation purpose due

to operational issues and other matters as explained in detail in Note No. 57 forming part of the

consolidated financial statements. In absence of relevant details and information with respect to the

financial statement/ financial information of Bengal and consolidated financial statement of its

Subsidiaries and Associates for consolidation purpose, we are unable to quantify its possible effect of

non consolidation of these entities on the Consolidated Financial Statement for the year ended 31st

March 2016.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the

effects/ possible effects of the matters described in the Basis for Qualified Opinion paragraph above, and

based on the consideration of the reports of the other auditors on the financial statements of the subsidiaries

and associate company as noted below, the aforesaid consolidated 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 consolidated state of affairs of the Group and its associate, as at

31st March, 2016, and their consolidated loss and their consolidated cash flows for the year ended on that

date.

Emphasis of the matter

We draw attention to the following matter referred to in the notes forming part of the Consolidated financial

statements:

I. Based on the valuation report of an Independent Chartered Engineer, Parent Company has written

off excess value of work in progress (“WIP”) as on 31st March 2016 amounting to Rs. 64,174.54 Lakhs

and charged excess value of WIP to statement of profit and loss as “Exceptional items”. Refer Note

No. 50(a) forming part of the consolidated financial statements.

II. Based on the valuation report of an Independent Valuer, Parent Company has written off Capital

work in progress (“CWIP”) as on 31st March 2016 amounting to Rs. 6,397.39 Lakhs by recognising

impairment in CWIP and charged said CWIP impairment to statement of profit and loss as

“Exceptional items”. Refer Note No. 50(d) forming part of the consolidated financial statements.

III. The Parent Company has given effect of invoked bank guarantees to customer accounts and resultant

Interest and exchange variation amounting to Rs. 40,457.62 Lakhs and Rs. 32,977.47 Lakhs

respectively has been charged to statement of profit and loss as “Exceptional items”. Refer Note No.

42 forming part of the consolidated financial statements.

IV. The Parent Company has reconciled balance of secured loans transferred by 18 lenders to Edelweiss

Assets Reconstruction Company (EARC) with the balance appearing in books of accounts and the

differential interest / other charges amounting to Rs. 29,170.46 Lakhs on such reconciliation has been

charged to statement of profit and loss as “Exceptional items”. Refer Note No. 50 (c) forming part of

the consolidated financial statements.

V. In the opinion of auditor’s of the Associate Company – GOL Offshore Limited (GOL)

i) The Associate Company has been making continuing default in repayment of loans including

loans recalled and corporate guarantees invoked. Further there are instances where recovery /

winding up proceeding have been initiated. As of 31st March 2016, Associate Company’s total

current liabilities exceeds it current assets by Rs 100,101 Lakhs. The appropriateness of the going

concern assumption, classification of assets given as security and hedge accounting is interalia

dependent upon action taken by management / Joint Lenders Forum(“JLF”) Refer Note No. 35(b)

forming part of the consolidated financial statements.

ii) The Associate Company has made provision for impairment of capital work in progress, loss

arising from sale of assets after Balance sheet date and loss arising from the proposed sale of rigs

amounting to Rs. 5,666 Lakhs, Rs. 6,193 Lakhs and Rs. 22,869 Lakhs respectively as explained in

detail in Note No. 47, 48 and 49 forming part of the consolidated financial statements.

VI. In the opinion of auditor’s of the Sub Subsidiary Company – Tebma Shipyards Ltd (TSL)

i) The Sub Subsidiary company has reclassified Share Application Money pending allotment as on

31.3.2014 as unsecured loans from promoters in terms of clause 2 (1) (c) (xiii) of The Companies

(Acceptance of Deposit) Rules 2014 vide board resolution dated 27.06.2015 and the same is

classified under unsecured loan from promoters in the balance sheet of sub subsidiary company.

Refer Note No. 5.7 forming part of the consolidated financial statements.

ii) The sub subsidiary company’s net worth has turned negative to the extent of Rs.10,819.88 Lakhs

as at 31st March, 2016. In the opinion of management of sub subsidiary company, the Going

Concern assumption remains valid as the sub subsidiary company has been able to garner orders

and adequate working capital limits are provided by the Banks to execute the orders. Refer Note

No. 35 (c) forming part of the consolidated financial statements.

Our opinion is not qualified in respect of above matters.

Other Matters

We did not audit the financial statements / financial information of nine subsidiaries, whose financial

statements / financial information reflect total assets of Rs. 1,59,223.04 Lakhs as at 31st March, 2016,

total revenues of Rs. 10,698.10 Lakhs and net cash outflow amounting to Rs. 264.51 Lakhs for the year

ended on that date, as considered in the consolidated financial statements.

The consolidated financial statements also include the Group’s share of net loss of Rs. 34 483.78 Lakhs

for the year ended 31st March, 2016, as considered in the consolidated financial statements, in

respect of one associate, whose financial statements / financial information have not been audited by

us.

These financial statements / financial information have been audited by other auditors whose reports

have been furnished to us by the Management and our opinion on the consolidated financial

statements, in so far as it relates to the amounts and disclosures included in respect of these

subsidiaries and associate, and our report in terms of sub-sections (3) of Section 143 of the Act, to the

extent applicable or considered as applicable, in so far as it relates to the aforesaid subsidiaries and

associate, is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory

Requirements below, is not modified in respect of the above matters with respect to our reliance on the work

done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a. We have sought and except for the effects / possible effects of the matters described in the Basis

for Qualified opinion and Emphasis of matters paragraph above, obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purposes of

our audit of the aforesaid consolidated financial statements.

b. Except for the effects/possible effects of the matters described in the Basis for Qualified opinion

paragraph above, in our opinion, proper books of accounts, as required by law relating to

preparation of the aforesaid consolidated financial statements have been kept so far as it appears

from our examination of those financial statements and the reports of the other auditors thereon.

c. The Group have no branch offices whose accounts are audited by branch auditors.

d. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the

Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant

books of accounts maintained for the purpose of preparation of the consolidated financial

statements.

e. Except for the effects/possible effects of the matters described in the Basis for Qualified opinion

paragraph above, in our opinion, the aforesaid Consolidated financial statements comply with the

applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014 to the extent applicable to Group and its associates.

f. The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may

have an adverse effect on the functioning of the Group.

g. Based on the legal opinion obtained by the management on disqualification of directors and on

the basis of the written representations received from the directors of the Parent company as on

31st March, 2016 and taken on record by the Board of Directors of the Parent company and the

report of the other statutory auditors of its subsidiaries Company and Associate Company , none

of the directors of the Group Companies and its Associate Company is disqualified as on 31st

March, 2016 from being appointed as director in terms of section 164(2) of the Act. In absence of

specific information with respect to disqualification of directors on the board of Joint Venture

Entity – Bengal Shipyard Limited other than representative directors of the Parent Company, we

are unable to comment, whether directors other than representative directors of the Parent

company are disqualified from being appointed as director in terms of section 164(2) of the Act.

h. The qualification relating to the maintenance of accounts and other matters connected therewith

are as stated in the Basis for Qualified Opinion paragraph above.

i. With respect to the adequacy of the internal financial controls over financial reporting and the

operating effectiveness of such controls; refer to our separate report in “Annexure A”, which is

based on the Reports of the Auditors of Parent Company, its subsidiary companies and its

associate company incorporated in India.

Our separate report in Annexure A does not include any comment on the adequacy of the

internal financial controls over financial reporting and the operating effectiveness of such

controls in respect of the Joint Venture Entity – Bengal Shipyard Limited (Bengal) as report of the

auditor on the Internal Financial Controls Over Financial Reporting of Bengal as on 31st

March,

2016 is not available for consolidation purpose due to operational issues and other matters as

explained in detail in Note No. 57 forming part of the consolidated financial statements.

j. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule

11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us and report of the other auditors of its

Subsidiary companies and Associate Company :

(i) The consolidated financial statement discloses the impact of pending litigations on the

consolidated financial position of the Group and its Associate Company. Refer Note No. 30

forming part of the consolidated financial statements.

(ii) Provision has been made in the consolidated financial statements of the Group and its

Associate Company, as required under the applicable law or accounting standards, for

material foreseeable losses, if any, on long-term contracts including derivative contracts

(iii) There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Group and its Associate Company.

For Damania and Varaiya

Firm’s Registration Number: 102079W

Chartered Accountants

CA. Bharat Jain

Partner

Membership No.100583

Place: Mumbai

Date: 8th

September, 2016

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our

report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of

Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Bharati Defence and Infrastructure

Limited (Formerly known as Bharati Shipyard Limited) (“the Parent Company”) and its Subsidiary Companies

and Associate Company incorporated in India as of 31st

March, 2016 in conjunction with our audit of the

consolidated financial statements of the company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Parent Company, its Subsidiary Companies and Associate Company

is responsible for establishing and maintaining internal financial controls based on the internal control over

financial reporting criteria established by the Parent Company and its Subsidiary Companies and Associate

Company considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered

Accountants of India. These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its

business, including adherence to the respective company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and

the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the

Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable

to an audit of internal financial controls over financial reporting. 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 financial controls over financial 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

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial 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 judgement, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of

the subsidiary companies and associate company, in terms of their reports referred to in the Other Matter

paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s

internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal financial

control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial 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 financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial 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 financial controls

over financial reporting to future periods are subject to the risk that the internal financial control over

financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Parent Company

Qualified Opinion:

According to the information and explanation given to us and based on our audit, the following material

weaknesses have been identified in operative effectiveness of the Parent Company’s internal financial control

over financial reporting as at 31st March, 2016.

Based on selective verification of process manual and related financial controls made available to us towards

the very end of the financial year under audit and thereafter , the Parent Company has an internal financial

controls system over financial reporting design, which needs to be enhanced to make it more comprehensive.

A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over

financial reporting, such that there is a reasonable possibility that a material misstatement of the company's

annual or interim financial statements will not be prevented or detected on a timely basis.

.

In our opinion, considering the internal control over financial reporting criteria established by the parent

company as per the essential components of internal control stated in the Guidance Note, the operating

effectiveness of such process controls and appropriate documentation thereof needs to be strengthened to

make the same commensurate with the size of the Parent Company and nature of its business.

We have considered the material weaknesses identified and reported above in determining the nature, timing,

and extent of audit tests applied in our audit of the 31st

March, 2016 consolidated financial statements of the

company, and these material weaknesses does not affect our opinion on the consolidated financial statements

of the company.

In the opinion of auditor’s of the Subsidiary Companies (including sub subsidiary company)

Subsidiary companies (including sub subsidiary company) have, in all material respects, an adequate internal

financial controls system over financial reporting and such internal financial controls over financial reporting

were operating effectively as at 31st

March, 2016, based on the internal control over financial reporting criteria

established by subsidiary companies (including sub subsidiary company) considering the essential components

of internal control stated in the Guidance Note.

In the opinion of auditor’s of the Associate Company – GOL Offshore Limited (GOL)

The associate company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at

31st

March, 2016, based on the internal control over financial reporting criteria established by associate

company considering the essential components of internal control stated in the Guidance Note.

Emphasis of Matter

We draw attention to the following matter referred to in the notes forming part of the consolidated financial

statements:

The Associate Company has mitigated / proposed to mitigate certain weaknesses / deficiencies regarding

internal control system as explained in Note No. 38(b) forming part of the consolidated financial statements.

Report of the auditor of the associate company is not qualified in respect of above.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the

internal financial controls over financial reporting in so far as it relates to Nine subsidiary companies and One

associate company, is based on the corresponding reports of the auditors of such companies

For Damania and Varaiya

Firm’s Registration Number: 102079W

Chartered Accountants

CA. Bharat Jain

Partner

Membership No.100583

Place: Mumbai

Date: 8th

September, 2016

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2016 ( Rs. in Lakhs)

Particulars Note No As at 31st March, 2016


A. Equity and Liabilities(1) Shareholder's Funds

(a) Share Capital 3 5,029.89 5,029.89 (b) Reserves and Surplus 4 (3,43,880.95) (1,25,010.65) (c) Money received against share warrants (Refer Note No 44) 145.60 -

(2) Share application money pending allotment (Refer Note No 5.7) - 1,915.00 (3) Minority Interest 1,722.85 4,380.51 (4) Non-Current Liabilities

(a) Long-term borrowings 5 14,341.52 16,127.91 (b) Other Long term liabilities 6 15.00 244.88 (c) Long term provisions 7 304.01 298.34

(5) Current Liabilities(a) Short-term borrowings 8 47,697.74 71,959.35 (b) Trade payables 9 - total outstanding dues to micro and small enterprises 16.96 14.11 - total outstanding dues of creditors other than micro and small enterprises 14,902.68 16,255.22 (c) Other current liabilities 10 9,54,544.11 7,81,384.71 (d) Short-term provisions 11 2,016.48 2,114.92

BHARATI DEFENSE AND INFRASTRUCTURE LIMITED (Formerly Known as BHARATI SHIPYARD LIMITED)

(d) Short-term provisions 11 2,016.48 2,114.92 TOTAL 6,96,855.89 7,74,714.18

II. ASSETS(1) Non-current assets

(a) Fixed assets 12(i) Tangible assets 91,363.63 98,815.33 (ii) Intangible assets 2,122.94 2,493.95 (iii) Capital work-in-progress 19,250.10 25,677.85

(b) Goodwill on Consolidation 13 11,914.53 11,914.53 (c) Non-current investments 14 50,717.43 83,136.42 (d) Deferred tax assets (net) 15 1,00,820.78 29,868.90 (e) Long term loans and advances 16 3,654.59 4,021.43 (f) Other non-current assets 17 67,446.64 90,301.85

(2) Current assets(a) Current investments 18 0.12 0.12 (b) Inventories 19 3,01,662.95 3,71,035.57 (c) Trade receivables 20 4,310.54 9,632.09 (d) Cash and bank balances 21 16,154.94 25,679.19 (e) Short-term loans and advances 22 11,707.25 15,597.98 (f) Other current assets 23 15,729.44 6,538.95

TOTAL 6,96,855.89 7,74,714.18 (0.01) 0.01

See accompanying notes forming part of the consolidated financial statements0.01 (0.01)

In terms of our report attachedFor Damania & Varaiya For and on behalf of the BoardFirm Reg. No. 102079WChartered Accountants

Vijay Kumar P. C. Kapoor[Managing Director] [Managing Director]

CA. Bharat Jain[Partner] V.Gopalakrishnan[Partner] V.GopalakrishnanMembership No. 100583 [President Finance and Company Secretary]Place: Mumbai Place: MumbaiDate: 8th September, 2016 Date: 8th September, 2016

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2016 ( Rs. in Lakhs)

Particulars Note No For the year ended 31 March, 2016

For the year ended 31 March, 2015

INCOME(a) Revenue from operations 24 15,693.96 19,354.98 (b) Other Income 25 1,322.63 1,261.04 Total Revenue 17,016.60 20,616.02 EXPENSES:(a) Cost of materials consumed 26 11,632.95 13,816.55 (b) Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 42.80 (139.77) (c) Employee benefit expense 27 5,926.36 7,832.29 (d) Finance costs 28 35,882.16 32,520.25 (e) Depreciation and amortization expense 12 7,840.06 8,397.70 (f) Other expenses 29 7,778.97 8,552.78 Total Expenses 69,103.30 70,979.80 Profit / (Loss) before exceptional and extraordinary items and tax (52,086.70) (50,363.78) Less: Exceptional Items 50 - (i) Profit on sale of windmill operation - (481.54) (ii) Work In Progress written Off (Based on Valuation Report) 64,174.54 54,177.02 (ii) Provision for Work In Progress 2,544.94 - (iii) Differential charged off on reconciliation of Secured Loans (Refer Note No 50 (c) ) 29,170.46 - (iv) Interest and Foreign Exchange Variation on Invoked Bank Guarantee (Refer Note No 42 ) 73,435.09 - (v) Ship building subsidy receivable written off 22,554.66 - (vi) Impairment of Capital Work in Progress 6,397.39 (vii) Bad Debts 5,930.66 (viii) Provision for Loan and Advances 3,713.63 - Profit / (Loss) before tax (2,60,008.08) (1,04,059.26) Tax expense:(a) Current tax 4.78 7.72 (b) Deferred tax (70,951.88) (13,709.96) (c) Previous year tax 47.98 (514.76) Profit / (Loss) after tax, before share of minority interest and Associates (1,89,108.96) (89,842.27) Less: Share of minority interest (2,823.74) (1,571.53) Add: Share of Associates (34,483.78) (8,835.03) Profit (Loss) for the year (2,20,769.00) (97,105.77)Earning per equity share: 56(1) Basic (face value Rs.10/- per share) (438.92) (193.06) (2) Diluted (face value Rs.10/- per share) (438.92) (193.06) See accompanying notes forming part of the consolidated financial statements

0.01 (0.01) In terms of our report attachedFor Damania & Varaiya For and on behalf of the BoardFirm Reg. No. 102079WChartered Accountants


CA. Bharat Jain[Partner] V.GopalakrishnanMembership No. 100583 [President Finance and Company Secretary]Place: Mumbai Place: MumbaiDate: 8th September, 2016 Date: 8th September, 2016


( Rs. in Lakhs)

A. Cash flow from Operating Activities:Net Profit / (Loss) before taxation (2,60,008.08) (1,04,059.26) Non-cash adjustment

Depreciation/amortisation 7,840.06 8,397.70 Loss / (Profit) on Sale of Fixed Assets (Net) (0.30) (14.29) Sundry Balance written off 285.81 Prior year consolidated adjustments - 29.21 Unrealised foreign exchange loss 21.20 210.69 Exceptional ItemsProfit on sale of windmill operation - (481.54) Work In Progress written Off 64,174.54 54,177.02 Differential charged off on reconciliation of Secured Loans 29,170.46 - Interest and Foreign Exchange Variation on Invoked Bank Guarantee 73,435.09 - Ship building subsidy receivable written off 22,554.66 - Impairment of Capital Work in Progress 6,397.39 - Bad Debts 5,930.66 - Provision for Loan and Advances 3,713.63 - Interest expense 35,473.05 31,375.45 Interest income (1,207.97) (858.52) Dividend income (0.13) 2,47,788.16 (0.03) 92,835.70

Operating (Loss) before working capital changes (12,219.92) (11,223.57)Adjustments for working capital changes

Payables 3,897.93 (28,055.59) Receivables (420.82) 6,814.20 Inventories 5,198.07 8,675.19 5,993.44 (15,247.95)

Cash generated from / (used in) operations (3,544.73) (26,471.52)Less : Direct taxes paid (net of refunds) (197.41) (1,508.27)

Net cash flow from / (used in) operating activities (A) (3,742.14) (27,979.79) B. Cash flow from Investing Activities:

Purchase of fixed assets (17.59) (604.18) Proceeds from sale of CWIP 30.36 (1,292.46) Acquisition in Equity Shares - (0.90) Sale of Windmill (Discontinued Operation) - 5,509.83 Sale of other fixed assets 0.52 38.75 Expense on account of settlement of Escrow Account in Sub -subsidiary - (14.82) Interest received 1,216.42 1,014.65 Dividends received 0.13 0.03

Net cash flow from/(used in) investing activities (B) 1,229.83 4,650.89 C. Cash flow from Financing Activities

Share Capital 145.60 - Proceeds / (Repayment) from borrowings 10,793.13 28,482.62 Interest paid (9,122.17) (9,942.02)

Net cash flow from/(used in) in financing activities (C) 1,816.56 18,540.60 Net increase/(decrease) in cash and cash equivalents (A+B+C) (695.75) (4,788.29) Cash and cash equivalents at the beginning of the year 8,817.15 13,605.44 Cash and cash eqivalents at the end of the year 8,121.40 8,817.15 Components of cash and cash equivalentsCash on hand 34.72 34.82 Balances with banks

In current accounts 8,086.68 8,782.32 Total cash and cash equivalents 8,121.40 8,817.15

Notes :1)

2) Previous year figures have been regrouped, where necessary to conform to current year's classification.In terms of our Report attached 0.00 For Damania & VaraiyaFirm Regn no. 102079W - Chartered Accountants P. C. Kapoor Vijay Kumar

[Managing Director] [Managing Director]CA. Bharat Jain[Partner] V.GopalakrishnanMembership no. 100583 President Finance and Company SecretaryPlace: Mumbai Place: MumbaiDate: 8th September, 2016 Date: 8th September, 2016


The above Cash Flow Statements has been prepared under the "Indirect Method" as set out in the Accounting Standard - 3 on Cash Flow Statements


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2016Particulars Year Ended Year Ended

31 March, 2015 31 March, 2014

1

2

i

ii

iii

iv

v

vi

viiviii

ix

x

xi

BHARATI DEFENSE AND INFRASTRUCTURE LIMITED (Formerly Known as BHARATI SHIPYARD LIMITED)NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2016

Basis of consolidation:The consolidated financial statements relate to Bharati Defense and Infrastructure Limited (Formerly known as Bharati Shipyard Limited) “theCompany” and its subsidiary companies (collectively referred to as "the Group) and include share of Its associate and its interest in Joint Ventureentity.Subsidiary includes sub-subsidiary wherever applicable.

The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book value of likeitems of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealizedprofits or losses.Interest in jointly controlled entities is accounted for using proportionate consolidation in accordance with Accounting Standard 27 on “Financialreporting of interests in Joint Ventures”. Investment in associates where the Company directly or indirectly through subsidiaries holds more than 20% of equity, are accounted for usingequity method as per Accounting Standard 23 – " Accounting for Investments in Associates ".The Group accounts for its share of post acquisition changes in net assets of associates, after eliminating unrealised profits and losses resulting fromtransactions between the Company and its associates to the extent of its share, through its Consolidated Statement of Profit and Loss, to the extentsuch change is attributable to the associates' Statement of Profit and Loss and through its reserves for the balance based on available information.

The difference between the cost of investment in the subsidiaries, associates and joint ventures, and the Group's share of net assets at the time ofacquisition of shares in the subsidiaries and joint ventures is recognised in the financial statements as Goodwill or Capital Reserve as the case maybe.

Principles of Consolidation:The consolidated financial statements have been prepared in accordance with Accounting Standard 21 on “Consolidated Financial Statements” onthe following principles:-

The Financial Statements of the subsidiary companies, Associate and joint Venture entity used in consolidation are drawn up to the same reportingdate as of the Company i.e. year ended 31st March, 2016.

Notes of these Consolidated Financial Statements are intended to serve as a means of informative disclosure and a guide to better understanding ofthe consolidated position of the group. Recognizing this purpose, the company has disclosed only such Notes from the individual financialstatements, which fairly present the needed disclosures. Practical considerations made it desirable to exclude Notes to Financial Statements, whichin the opinion of the management, could be better viewed, when referred from the individual financial statements of the Companies.

Accounting policies followed by the subsidiaries, associates and joint ventures , which are not in line with parent company, are disclosed separately.

Minority interest in the net income of consolidated subsidiaries for the reporting period has been identified and adjusted against the income of thegroup in order to arrive at net income attributable to the group. Minority interest in the net assets of the consolidated subsidiaries have beenidentified and presented in the consolidated Balance Sheet separately from liabilities and the equity of parent.

Goodwill recognized in the Consolidated Financial Statements is not amortized.The Consolidated Financial Statements are prepared by adopting uniform accounting policies for like transactions and other events in similarcircumstances and are presented, to the extent possible, in the same manner as the Company’s separate financial statements except otherwisestated elsewhere in this schedule.

BHARATI DEFENSE AND INFRASTRUCTURE LIMITED (Formerly Known as BHARATI SHIPYARD LIMITED)NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2016xii

Sr No.

Country of incorporation

Nature of relationship

Ownership interest

1 Advitiya Urja Private Limited * India Subsidiary 100%2 Dhanshree Properties Private Limited * India Subsidiary 100%3 Natural Power Ventures Pvt. Ltd. * India Subsidiary 100%4 Nirupam Energy Projects Pvt. Ltd. * India Subsidiary 100%5 Nishita Mercantile Pvt. Ltd. * India Subsidiary 100%6 Pinky Shipyard Private Limited * India Subsidiary 51%7 Premila Mercantile Pvt. Ltd. * India Subsidiary 100%8 Vishudh Urja Pvt. Ltd. * India Subsidiary 100%9 Tebma Shipyard Limited * India Sub -Subsidiary 53.79%10 GOL Offshore Limited * India Associate 49.73%11 Bengal Shipyard Limited ** India Joint Venture 45.01%

* Audited by other auditors

3 Other Accounting policies:a

b Use of Estimates:

c Fixed Assets:i. Tangible Assets:

ii. Intangible Assets:

iii. Capital Work-in-progress:

iv.

The list of subsidiary companies, joint venture and associates which are included in the consolidation and the Group’s holdings therein are asunder :Name of the Entity

Tangible Assets are stated at cost less accumulated depreciation and impairment losses, if any and includes amounts added on revaluation if any.The cost includes its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequentlyrecoverable from the tax authorities), borrowing costs and any directly attributable expenses, incurred to bring the tangible assets to its presentlocation and condition.

Intangible Assets are stated at cost less accumulated amortisation and impairment losses, if any. The cost includes its purchase price net of anytrade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), borrowingcosts and any directly attributable expenses, incurred to bring the intangible asset to its working condition for the intended use.

Capital work-in-progress includes the cost of tangible assets that are not yet ready for their intended use at the balance sheet date and are carriedat cost, comprising direct cost, related incidental expenses and attributable interest.

Fixed Assets and Special Survey Expenses :Associate Company - GOL Offshore Limited :

** Joint Venture financials are not available for financial year ending 31st March, 2016 for detail refer note no 57. Reporting dates of all Subsidiary Companies, Joint Venture Entity and Associate Company is 31st March, 2016

Basis of Accounting:The financial statements are prepared under the historical cost convention, except for certain Fixed Assets which are carried at revalued amounts,on accrual basis of accounting, in accordance with the generally accepted accounting principles in India (Indian GAAP), on a going concern basis andin line with Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014and relevant provisions of the Companies Act, 2013.The financial statement of the Group are presented in Indian rupees rounded off to the nearest rupees in lakhs.

The preparation of financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions that affectthe balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reportedamount of income and expenses during the year. The management believes that the estimates used in the preparation of the financial statementsare prudent and reasonable. Further, the results could differ due to these estimates and the differences between the actual results and theestimates are recognised in the periods in which the results are known or materialised. Any changes in such estimates are recognized prospectively.

Fixed assets are stated at cost less accumulated depreciation. Cost includes expenses related to acquisition and financing costs on borrowings during construction period. Exchange differences on repayment are recognised in the Profit and Loss Statement and year end translation of foreigncurrency liabilities covered under Hedge Accounting relating to acquisition of assets are recognised in the Hedge Reserve.


d Depreciation and Amortisation:i.

ii.iiiiv

v

e Impairment of Assets:

f Investments:

g Inventories:i.

ii.iii

iv.

If the management’s estimate of the useful life of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequentreview is shorter than that envisaged in the aforesaid Schedule, depreciation is provided at a higher rate based on the management’s estimate ofthe useful life/remaining useful life.Assets which cannot be detached and transported for alternate use (“Non Removable Assets”) constructed on leasehold land at Malpe yard areamortized over the lower of the period of lease and useful life of those assets.

Associate Company - GOL Offshore Limited :The Company capitalises expenses incurred at the time of five yearly special surveys and / or life enhancement programmes by which classcertificates / operating licences are renewed. These expenses are depreciated over a period of 5 years. Similarly, specific expenses incurred forcharters for which future benefits are expected over the period of the charter are capitalised and depreciated over the charter period or five yearswhichever is lower. In case of second hand acquisitions, depreciation is provided on the straight line method, so as to write off the cost over the estimated useful life, astechnically evaluated by the management / consultants at the time of acquisition (20 to 27 years) , or at the rates prescribed in Schedule II to theCompanies Act of 2013.

Depreciation on Tangible Assets has been provided on Straight – Line Method based on the useful life of the assets as prescribed in Schedule II tothe Companies Act, 2013. Depreciation on additions /deletions is calculated on pro-rata basis from /to the date of such additions / deletions.Leasehold land – Cost of leasehold land is amortised over lease periodSub - Subsidiary Company - Tebma Shipyards Limited:Considering the special nature of Plant and machinery and based on the technical evaluation, the management has decided to retain the existinguseful life as 20 years.

The carrying value of assets / cash generating units at each balance sheet date are reviewed for impairment. If any indication of impairment exists,the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverableamount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the futurecash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an assetin earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit andLoss, except in case of revalued assets.

Long Term Investments are valued at cost of acquisition. Provision for diminution in value of Long Term Investments is made only if such a decline isother than temporary in the opinion of the Management. Current investments are stated at the lower of cost and fair value, determined by category of Investments.

Raw Material and Other Components and Stores and Spares have been valued at lower of cost determined on FIFO basis or net realisable value.Cost of Inventories comprise of all costs of purchase, cost of conversion and other costs incurred in bringing them to their respective presentlocation and condition.Work in progress is valued at amount of work done as percentage of contract value duly certified by Chartered Engineer.Sub-Subsidiary Company - Tebma Shipyards Limited :Raw materials and components for ship building projects are valued at lower of cost determined on Weighted Average Method or net realisablevalue.Associates Company - GOL Offshore LimitedFuel oil, spares , stores & consumables on board the vessels are valued at lower of cost or net realisable value. Cost is determined on the basis ofweighted average for stores and spares and First in First Out (FIFO) for fuel oil.


h Employee Benefits:i. Short term benefits:

ii. Post employment benefitsDefined contribution plans:

Defined benefit plans:

iii. Compensated Absences:

i Revenue Recognition:i.

ii.iii.iv.v.vi.

vii.

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such assalaries and wages, performance incentives, compensated absences etc. and the expected cost of ex-gratia are recognised in the period in which theemployee renders the related service.

The Group makes specified monthly contributions towards employee provident fund and further to that Associate Company - GOL Offshore Limitedmakes additional contribution towards Family Pension Fund, Superannuation Scheme and others Seamen’s Welfare Contributions . The Group’scontribution paid/ payable under the schemes is recognised as an expense in the Statement of Profit and Loss during the period in which theemployee renders the related service.In addition, employees of the company are also covered under employees’ State Insurance Scheme Act, 1948. The Group's contribution paid/ payable under the schemes is recognised as an expense in the Statement of Profit and Loss during the period inwhich the employee renders the related service.The Group's has no further obligation under these plans beyond its monthly contributions.

The Group’s gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in respect of the gratuity benefit scheme is calculated byestimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit isdiscounted to determine its present value, and the fair value of any plan assets deducted.

Revenue is recognised in accordance with ‘AS-7 Accounting for Construction Contracts’ specified under Section 133 of the Companies Act, 2013 readwith Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions of the Companies Act, 2013 on percentage completion basis byapplying percentage of work completed to the total contract value duly certified.

Revenue from ship repair activity is recognised on the basis of job completion.Other items of revenue are recognised in accounts in accordance with AS - 9 " Revenue Recognition" Dividend income on investment is accounted for in the year in which the right to receive the payment is established.Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rate applicable.

The present value of any obligation under such defined benefit plan is determined based on actuarial valuation using the Project Unit CompletionMethod, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separatelyto build up the final obligation.The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of theobligation under defined benefit plan, are based on the market yields on Government securities as at the balance sheet date.

When the calculation results in a benefit to the Group's, the recognised asset is limited to the net total of any unrecognised actuarial losses and pastservice costs and the present value of any future refunds from the plan or reductions in future contributions to the plan.

Actuarial gains and losses are recognised in the Statement of Profit and Loss as and when determined.

The Group's has a scheme for compensated absences for employees, the liability for which is determined on the basis of an independent actuarialvaluation, carried out at the balance sheet date.The Group’s contribution paid/ payable under the schemes is recognised as an expense in the Statement of Profit and Loss during the period inwhich the employee renders the related service.

Sub - Subsidiary company - Tebma Shipyards Ltd.Liquidated damages / penalties are provided for as per the contract terms wherever there is delayed delivery attributable to and accepted bycompany.

Associate Company - GOL Offshore Ltd.Charter hire earnings are recognised on accrual basis.


j Government Subsidy:

k Borrowing Costs:

l Provision for Taxation:i.ii Current Tax:

iii Deferred Tax:

iv

v

m Foreign Currency transactions:

n

Tax expense comprises of current tax and deferred tax.

Provision for current income-tax is made on the basis of estimated taxable income for the year, using the applicable tax rates and where the incomeis assessed by the tax authorities on the basis of such assessed income.

Deferred Tax on timing differences is measured based on the tax rates and the tax laws enacted or substantively enacted at the Balance Sheet date.Deferred Tax Assets are recognised only to the extent that there is virtual certainty with convincing evidence that sufficient future taxable incomewill be available against which such deferred tax assets can be realised.Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will paynormal income tax during the specified period.Associate Company - GOL Offshore Limited.Taxes on income related to foreign operations is determined on the basis of provisions of the relevant acts applicable in the respective foreigncountry and the same is accounted for in the year in which it accrues.

Government Subsidy is recognised in the Statement of Profit and Loss in accordance with the related scheme and in the period in which it isaccrued. The scheme drawn up in this regard by the Ministry of Shipping, Government of India specifies that the subsidy due on vessels constructedby Private Shipyards such as the Company itself would be payable only upon completion and delivery of eligible vessels as defined by the scheme.However, since the Company follows accrual concept of accounting, the subsidy recognised in Statement of Profit and Loss also comprises of vesselsunder construction.

Borrowing Costs attributable to the acquisition and construction of the Qualifying Assets, which takes substantial period of time to get ready for itsintended use, are capitalised as part of the cost of respective assets up to the date when such asset is ready for its intended use. Other borrowingcosts are charged to the Statement of Profit and Loss.

Realised gains or losses on cancellation of forward exchange contracts are recognised in the Profit and Loss Statement of the period in which theyare cancelled.

Derivative instruments and hedge accounting:Sub - Subsidiary company - Tebma Shipyards Ltd.The changes in the fair values of forward contracts and options designated as cash flow hedges are recognised directly in ‘Hedge Reserve Account’being part of the shareholders’ funds and reclassified into the profit and loss account upon the occurrence of the hedged transactions. The changesin fair value relating to the ineffective portion of the cash flow hedges and forward contracts/options not designated as cash flow hedges arerecognised in the profit and loss account as they arise.

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction or that approximatesthe actual rate at the date of the transaction. Gains or Losses upon settlement of transaction during the year is recognized in the statement of profitand loss.Monetary items denominated in foreign currencies at the year end are restated at year end rates. Gains or losses arising as a result of the above arerecognized in the statement of profit and loss.Associate Company - GOL Offshore Limited:Transactions in foreign currency are recorded at standard exchange rates determined monthly.Foreign currency derivative contracts which are embedded in the loan agreements and form an integral part of the agreement are translated at

closing rates and the resultant gains or losses are recognised in the Hedge Reserve Account with the revaluation gains or losses of the hedged loans.The unrealised gains or losses arising on revaluation of other foreign currency swaps and options are carried forward under Loans and Advances orOther Liabilities until settlement in line with the underlying hedged assets / liabilities. The Company designates borrowing in foreign currency as hedge instrument to hedge its foreign currency risk of its firm commitment and highlyprobable or forecasted revenue transaction to be accounted as cash flow hedge. The unrealised exchange gains or losses on transactions of foreigncurrency borrowing which qualify as effective hedge are recognised in the Hedge Reserve Account.


oi.

ii.

iii.iv.p Operating Leases:

q Earnings Per Share:

r Segment Reporting:

s Cash Flow statement:

t

Provisions, Contingent Liabilities and Contingent Assets:The Group's recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources anda reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based onthe best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted toreflect the current best estimates.

Associate Company - GOL Offshore Ltd.Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that the amount recoverable can bemeasured reliably and it is reasonable to expect ultimate collection.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segmentexpenses, segment assets and segment liabilities have been allocated to segments on the basis of their relationship to the operating activities of thesegment.Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on cost.Segment revenue, Segment expenses, Segment assets and Segment liabilities which relate to the Group's as a whole and are not allocable tosegments on reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities.”

Cash flows are reported using the indirect method, whereby profit/ (loss) before tax is adjusted for the effects of transactions of non-cash natureand any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of theCompany are segregated based on the available information.Cash comprises cash on hand and demand deposits with banks. Cash Equivalents are short-term balances (with an original maturity of threemonths or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which aresubject to insignificant risk of change in values.Insurance claims:

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require anoutflow of resources.Where there is a possible or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.Contingent assets are neither recognised nor disclosed in the financial statements.

Lease of assets under which all the risk and rewards of ownership are effectively retained by the lessor are classified as operating leases. Leasepayments under operating leases are recognised as expenses on accrual basis in the Statement of Profit and Loss in accordance with respectivelease agreements.

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) attributableto the shareholders for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per share iscomputed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest andother charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average numberof equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issuedon the conversion of all dilutive potential equity shares.

The Group's identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and managementstructure. The operating segments are the segments for which separate financial information is available and for which operating profit / lossamounts are evaluated regularly by the executive management in deciding how to allocate resources and in assessing performance.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 20163 SHARE CAPITAL ( Rs. in Lakhs)



9,900.00 9,900.00

5,029.89 5,029.89 5,029.89 5,029.89

3.1 Additional Information

No. of shares Rs. in Lakhs No. of shares Rs. in Lakhs5,02,98,942 5,029.89 5,02,98,942 5,029.89

- - - - - - - -

5,02,98,942 5,029.89 5,02,98,942 5,029.89

b) Shareholders holding more than 5% shares in the Company (Equity Shares of Rs. 10 each)

No. of Shares held % of Holding No. of Shares held % of Holding

BHARATI DEFENSE AND INFRASTRUCTURE LIMITED (FORMERLY KNOWN AS BHARATI SHIPYARD LIMITED)

Shares outstanding at the end of the year

a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

ParticularsAuthorised Capital:9,90,00,000 (31 March 2015 : 9,90,00,000) Equity Shares of Rs. 10/- eachIssued, Subscribed & Paid up Capital:5,02,98,942 (31 March 2015 : 5,02,98,942) equity shares of Rs.10/- each fully paid up


Shares outstanding at the beginning of the yearLess: Shares bought back during the year

Name of Shareholder

Particulars As at 31 March 2016

Add: Shares Issued during the year

T O T A L

As at 31 March 2015

The company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held.


57,24,556 11.38% 57,24,556 11.38% 57,23,508 11.38% 57,23,508 11.38% 1,60,97,360 32.00% 1,60,97,360 32.00% 28,78,731 5.72% 28,78,731 5.72%

26,33,216 5.24% 26,33,216 5.24%

Share Warrants :

4 RESERVES AND SURPLUS ( Rs. in Lakhs) As at


31st March, 2015 a.

47,597.84 47,597.84 c.

- - (3,025.08) -

373.97 (2,651.11) -

d.1,250.00 1,250.00

e.204.63 204.63

Add: Share of Associates for the year

d) During the period of five years immediately preceding the date as at the balance sheet date, there are no shares issued without payment beingreceived in cash,issued as bonus shares and shares bought back by the Company.

Life Insurance Corporation of India

Mr. Vijay Kumar

c) Shares reserved for issue under option and contracts /CommitmentsThe company has allotted 26,47,313 Convertible Warrant on 4th January, 2016 by way of a preferential allotment to the Edelweiss Finance &Investments Ltd carrying the right to subscribe to one Equity shares of Rs. 10/- each at a price of Rs. 22/- including premium of Rs. 12/- Per equity sharesin terms of board resolution dated 7th January, 2016. Edelweiss Finance & Investments Ltd is having the option to exercise the right for conversion ofthese warrants not later than 18 months from the date of allotment.

Tonnage Tax Reserve Account under Section 115 VT of The Income Tax Act, 1961As per Last Balance SheetAdd: Share of Associates upto 31st March, 2015Closing BalanceDebenture Redemption ReserveAs per Last Balance SheetRevaluation ReserveAs per Last Balance Sheet

ParticularsSecurities PremiumAs per Last Balance Sheet

Mr. P. C. KapoorBharati Infratech Projects Private LimitedBharati Shipping & Dredging Company Pvt Ltd

204.63 204.63 f.

7,010.53 7,010.53 4,701.97

11,712.50 7,010.53 Add: Share of Associates upto 31st March, 2015

As per Last Balance SheetGeneral ReserveAs per Last Balance SheetClosing Balance

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016


( Rs. in Lakhs) As at


31st March, 2015 g.

- - 8,439.18

672.85 9,112.03 -

h. Hedge Reserve (12,799.01)

4,074.88 (8,724.13) -

i.(1,81,073.65) (83,774.27)

- 25.77 (2,20,769.00) (97,105.77)

(166.08) (18.48) 373.97

- 200.89 (4,02,382.71) (1,81,073.65) (3,43,880.95) (1,25,010.65)

5 LONG-TERM BORROWINGS ( Rs. in Lakhs)

Foreign currency translation reserve:As per Last Balance SheetAdd: Share of Associates upto 31st March, 2015Add: Share of Associates for the yearClosing Balance


Add: Share of Loss of Minority Interest absorbed (Pinky Shipyards Limited)

Particulars

Less : Adjustment to carrying value of assets as per Schedule IIClosing BalanceT O T A L

Opening BalanceAdd: Prior year consolidation adjustmentsAdd : Profit / (Loss) for the year

Add: Share of Associates upto 31st March, 2015Add: Share of Associates for the yearClosing Balance

Less: Transfer to Tonnage Tax Reserve

Surplus

5 LONG-TERM BORROWINGS ( Rs. in Lakhs) Non-Current Current Non-Current Current

a) Debentures (Refer Note No 5.1) - 9,000.00 - 9,000.00

11,073.68 91,368.51 14,646.71 2,16,180.61 5,98,782.56 - 2,75,210.81

1,352.84 - 1,481.19 -

1,915.00 - - -

14,341.52 6,99,151.08 16,127.91 5,00,391.42

Parent Company :5.1 Security and other terms relating to repayments and maturity:

1. DebenturesSecured, Redeemable, Non-Convertible Debentures:a. Life Insurance Corporation of India 12.45%

Unsecured

Repayable in 2 years in 8 equal quarterlyinstallments commencing from June 2013 to June2015, as per the CDR Scheme.

T O T A L

(a) Loans and advances from related parties (Refer Note No 5.4)

Rate of Interest

# Term loan from others represent Bank loans which have been takeover by Edelweiss Asset Reconstruction Cell (EARC) and loan from Sicom Limited.

As at 31st March, 2015 Particulars

ii. From Others (Refer Note No 5.3) #


i. From Banks (Refer Note No 5.2, 5.5 and 5.6)

Secured

b) Term Loan

Terms of Repayment

(700 (P.Y. 700 ) Debentures of Rs. 10,00,000/- each)

Secured by first pari passu charge on fixedassets movable and immovable assetsincluding Land and Buildings both presentand future.

Security Particulars

(b) Amount received from India Advantage Fund - VI (Refer Note No 5.7)

b. General Insurance Corporation 10.00% Secured by first pari passu charge oncertain fixed assets of the company.

Repayable in 5 structured yearly installmentscommencing from June 2013 till June 2018, as perthe CDR Scheme.

(200 (P.Y. 200) Debentures of Rs.10,00,000/- each)



5.2The Company has taken loans from the Consortium Banks with State Bank of India (SBI) as lead bankers. These loans were restructured under theCorporate Debt Restructuring Scheme (CDR Scheme) approved on 25th June 2012. As part of CDR Scheme, the Company had allotted 26,926,175Compulsory Convertible Debentures (CCD) carrying coupon rate of 1% p.a to the 18 secured lenders. The company, during the tenure of CDR scheme hasnot adhered to the repayment and other terms of CDR scheme and accordingly the CDR scheme was revoked by the Lenders as on 21th August, 2014.The company is in continuous default in repayment of its Banks loans, CCD, debentures , interest and other dues thereon from date of revokation of CDRscheme till the balance sheet date.Upon revokation of CDR Scheme, out of 23 bank Lenders, 18 bank Lenders have assigned their outstanding loans including interest and other dues alongwith respective rights and securities to Edelweiss Assets Reconstruction Company Limited (EARC). Further 2 lenders have sent recall notice for recoveryof outstanding dues from the Company and balance 3 lenders have classified the said outstanding loans including interest and other dues as NonPerforming Assets (NPA). Considering the continuing default in repayment of these loans and revokation of CDR Scheme by the Lenders, all theoutstanding loans have become payable on demand and accordingly have been classified as "Current Maturities of long term loan" under the head"Current Liabilities".Upon referral to CDR Scheme, the Company has executed the Indenture of Mortgage deed dated 28th June, 2013 for mortgage of securities in favour of"SBICAP Trustee Company Limited' in its capacity as "Security Trustee" for the benefit of all secured parties of the Scheme. Details of securities offeredto security trustee for outstanding loan, CCD including interest and other dues are as follows:1. All Movable and Immovable assets of all the locations of the Company ;2. Residential flats of Managing Directors ;3. All the Shares of the Company held by the Promoters of the Company ;4. 24% of unencumbered shares of GOL Offshore Limited held by the promoter / Group Company ;

Term Loan from Bank (Other than DBS term Loan) and Term Loan taken over by EARC :

5.3(a) Term Loan from DBS Bank Limited

DBS Bank LIBOR plus 200 basispoints

(b)

Terms of RepaymentSecurity Pari Passu charge on fixed assets at theDabhol yard.

5. Shares and Corporate Guarantees of Subsidiary Companies : Dhanashree Properties Pvt Ltd, Natural Power Ventures Pvt Ltd and Nirupam EnergyProjects Pvt Ltd ;6. Shares of Bharati Infratech Pvt Ltd, Bharati Maritime Services Pvt Ltd and Harsha Infrastructure Pvt Ltd held in Bharati Shipyard Ltd ;7. Personal Guarantees of the Promoters and ;8. Corporate Guarantees of Pinky Shipyard Pvt Ltd, Bharati Infratech Pvt Ltd, Bharati Maritime Services Pvt Ltd, Harsha Infrastructure Pvt Ltd and BharatiShipping & Dredging Co. Pvt Ltd.

Terms of RepaymentRepayable in single installment at the end of 3years from the date of disbursement.

Particulars Rate of InterestRepayment in 4 equal half yearly installments each commencing from quarter ending March 2013.

SICOM LimitedParticulars Rate of Interest Security

SICOM Limited 11.75%Secured by Subservient charge on all themovable and current assets, both presentand future, of the company in a form andmanner acceptable to SICOM. IrrevocablePersonal Guarantee of PromoterDirectors.



5.45.5

(a)

(b) Details of default in repayment of Loans including interest and other dues, other than above are as follows:

Amount Period in Months Amount Period in Months DBS Bank LoanPrincipal 12,627.03 24-36 Months 12,518.16 13-24 Months Interest 2,187.82 24-36 Months 1,995.19 13-24 Months SICOM LimitedPrincipal 4,417.32 24- 36 Months 4,417.32 12- 24 MonthsInterest 2,060.49 24- 36 Months 999.90 12-24 MonthsLIC OF IndiaPrincipal 7,000.00 18-30 Months 5,250.00 3-18 Months Interest 3,742.66 27-39 Months 2,868.77 15-27 Months GIC OF IndiaPrincipal 800.00 9 - 21 Months 400.00 9 Months

As at 31 March 2016

Disclosure of default in repayment of Bank Loans, Financial Institution, Debentures , interest and other dues:

ParticularsAs at 31 March 2015

The company is in continuous default in repayment of its Bank loans, CCD , interest and other dues thereon from date of revokation of CDR scheme tillthe balance sheet date. Upon revocation of CDR scheme, in absence of requisite information from EARC and other banks covered under CDR schemewith respect to terms of repayment, the specific information in respect of period of delays of default in repayment of Loan and interest cannot beascertained and hence said information is not given.

Unsecured Loan and advances from Related Parties are repayable over the period of 2 to 3 years.

Principal 800.00 9 - 21 Months 400.00 9 Months Interest 1,427.29 21 -33 Months 1,153.42 9 -21 Months

5.6 Term Loan from Bank taken by Tebma Shipyard Limited (Sub Subsidiary Company) :

iv) Promoters of the Company namely M/s.Nirupam Energy Projects P Ltd and M/s. India advantage fund - VI acting through its investment ManagerM/s ICICI Venture Funds Management Company Limited, have jointly pledged 51% of the shares of the company to the lending banks.

Repayment Terms as per Corporate Debt Restructuring :

The secured lenders (Banks) of the Company had implemented a restructuring package under Corporate Debt Restructuring mechanism vide CDR EG's approval dt. 22 October 2010.The above said credit facilities from banks are secured by:i) Paripassu charge on all fixed assets and current assets of the company ;ii) Corporate Guarantee of Nirupam Energy Projects Private Ltd, the promoter company ;iii) Personal guarantee of erstwhile Promoter of the Company

ii) The installment dues of the ensuing financial year 2016-17 are recorded as Current Maturities of Long Term Loan are grouped and disclosed under"Other Current Liabilities"

i) Term Loan and Working Capital Term Loan are to be repaid on quarterly basis commencing from quarter ending June 2012 till the quarter endingMarch 2020. Funded Interest Term Loan is scheduled from quarter ending June 2012 till the quarter ending March 2017.



5.7 Share Application Money - Tebma Shipyards Limited (Sub-subsidiary Company)The share application money pending allotment as at 31 March 2014 was Rs, 1,915 Lakhs received from India Advantage Fund VI (IAF VI) , a promotershareholder. In terms of Notification dated 31.3.2015 issued by Ministry of Corporate Affairs(MCA),any advance share subscription money received by acompany before 1.4.2014 and disclosed in the Balance sheet as of 31.3.2014 and against which allotment is pending as of 31.3.2015 then that companyshould on or before 1.6.2015 either return the advance share subscription money so received or allot securities or comply with the Deposit rules.To comply with the Notification issued by MCA, the Company made an offer for allotment of shares on preferential basis against the advance sharesubscription money. An extra-ordinary general meeting was convened on 30th May 2015 to seek the approval of the shareholders for the issuance of thesaid shares to IAF-VI. The offer was declined by IAF-VI. Further, the resolution was also defeated in the said Extraordinary General Meeting for want ofrequisite majority. Hence, the company could not allot shares against the said share application money.When the debts of the Company were restructured in 2010 under the Corporate Debt Restructuring Scheme, the CDR EG had placed a restriction on thecompany from returning the share application money so received during the period of the restructuring , which is still in progress. Further, IAF VI as oneof the promoters of the Company had given various undertakings to the Lenders of Tebma at various points of time. The lenders of the Companytherefore had placed restriction on the company to return the share application money till their dues are settled. Hence, the Company could not refundthe advance share application money to IAF-VI.Consequently, by virtue of the said Notification dated 31.3.2015 issued by MCA, the said Share Application Money provided by IAF VI, became a deemeddeposit w.e.f. 1.6.2015. However, the company has not accepted any deposit from shareholders and/or public.Under these circumstances, the company has sought and obtained an opinion from a Practising Company Secretary, who is a Company Secretary and aLaw Graduate stating that the Share Application Money received from IAF VI can be treated as an “unsecured loan from a Promoter” in terms of clause 2(1) (c) (xiii) of The Companies (Acceptance of Deposit) Rules 2014.A Board Meeting was convened on 27th June 2015 to discuss regarding the Share Application Money. After perusing the facts mentioned, the Board tookon record, that by virtue of Notification dated 31st March 2015, the share application money has become deemed deposit w.e.f. 01st June 2015. Based

6 OTHER LONG TERM LIABILITIES ( Rs. in Lakhs) As at


31st March, 2015

- - 15.00 244.88 15.00 244.88

7 LONG TERM PROVISIONS ( Rs. in Lakhs) As at


31st March, 2015

81.89 99.00 222.12 199.34 304.01 298.34 T O T A L

(ii) Provision for gratuity (funded )(net)Provision for employee benefits

on record, that by virtue of Notification dated 31st March 2015, the share application money has become deemed deposit w.e.f. 01st June 2015. Basedon the above mentioned opinion, the Board has decided to classify this as “Unsecured Loans from a promoter” in terms of clause 2 (1) (c) (xiii) of theCompanies (Acceptance of Deposits) Rules 2014 A copy of the Board Resolution was also circulated to IAF-VI, one of the promoters, subsequent to whichthere was no communication from them. The company has classified the said deemed deposit as Unsecured loan from a promoter as per clause underRule 2 (1) (c) (xiii) of the Companies (Acceptance of Deposits ) Rules 2014. This falls under the exempted category of deposits. No interest has beenprovided.

(i) Total outstanding dues to Micro and Small Enterprises (Refer note No 9.1)

Particulars

(a) Trade Payables

(i) Provision for compensated absences (Unfunded)

(ii) Total outstanding dues of creditors other than Micro and Small Enterprises T O T A L

Particulars



8 SHORT TERM BORROWINGS ( Rs. in Lakhs) As at


31st March, 2015

32,905.02 61,602.62 4,995.41 3,244.15 2,840.00 -

6,957.31 7,112.57 47,697.74 71,959.35

8.18.2

8.3

8.4

T O T A LRefer Note No 5.2 and 5.5 for securities and default in repayment of Loans repayable on demand from Banks and others.

Loans from Others are secured by first Charge on sale of Vessel V - 399 , Pledge of 25.73% shareholding of Great offshore Limited and PersonalGuarantee of the Promoter Directors and its carries the interest rate of 18% compounded quarterly.

Tebma Shipyards Limited - Sub Subsidiary CompanyLoan repayable on demand - From Banks and Buyer Credit are secured by:i) Paripassu charge on all fixed assets and current assets of the Company.ii) Corporate Guarantee of Nirupam Energy Projects Private Limited, the Promoter Company.iii) Fund based and Non-fund based working capital facilities are 100% inter-changeable.

(i) From Banks (Refer Note no 8.1 and 8.2)(ii) Buyers credit (all amounts are repayable within one year) (Refer Note No 8.2)(iii) From Others (Refer Note No 8.3)

Particulars

Secured(a) Loans repayable on demand

Unsecured Loans from others are repayable within 12 months.

(i) Others (Refer Note No 8.4)Unsecured

8.49 TRADE PAYABLES ( Rs. in Lakhs)



16.96 14.11 14,902.68 16,255.22 14,919.64 16,269.33

( Rs. in Lakhs) As at


31st March, 2015

16.96 14.11

- -

- -

11.22 8.06

10.90 8.06 (v) The amount of further interest remaining due and payable even in the succeeding year, until suchdate when the interest dues as above are actually paid to the small enterprise for the purpose ofdisallowances as a deductible expenditure under section 23 of the Micro, Small and Medium

T O T A LDisclosures required under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 :

Particulars (i) The Principal amount and interest due thereon remaining unpaid to any supplier as at the end ofthe accounting year

(ii) The amount of Interest paid by the buyer in terms of section 16, of the Micro, Small and MediumEnterprise Development Act, 2006 along with the amounts of the payment made to the supplierbeyond the appointed day during each accounting period.(iii) The amount of interest due and payable for the period of delay in making payment (which havebeen paid but beyond the appointed day during the period) but without adding the interest specifiedunder Micro, Small and Medium Enterprise Development Act, 2006.

(iv) The amount of interest accrued and remaining unpaid at the end of each accounting period; and

Particulars (i) Total outstanding dues to Micro and Small Enterprises (Refer note no 9.1)(ii) Total outstanding dues of creditors other than Micro and Small Enterprises

Unsecured Loans from others are repayable within 12 months.

9.1

10.90 8.06 disallowances as a deductible expenditure under section 23 of the Micro, Small and MediumEnterprise Development Act, 2006.



10 OTHER CURRENT LIABILITIES ( Rs. in Lakhs) As at


31st March, 2015

6,99,151.08 5,00,391.42 21,302.84 21,302.84

4,194.31 4,194.31 19.33 44.45

1,13,260.66 46,427.05 18,958.72 18,958.72 81,354.12 1,81,592.73

18.28 19.53 1,787.14 1,319.20

50.30 50.30 5.56 8.35

14,441.77 7,075.82 9,54,544.11 7,81,384.71

(h) Other payables (i) Statutory remittances (Contributions to PF and ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.) (ii) Payables on purchase of fixed assets (iii) Trade / security deposits received

Note : Dues to Micro, Small and Medium Enterprises have been determined to the extent such parties have been identified on the basis of informationcollected by the Management. This has been relied upon by the auditors.

Particulars(a) Current maturities of long-term debt (Refer Note 5 : Long-Term Borrowings ) -- From Banks -- Compulsory Convertible Debentures (Refer Note No 32 )(b) Money received against share warrants (Refer Note No 31 )(c) Interest accrued but not due on borrowings

T O T A L

(d) Interest accrued and due on borrowings(e) Advance from Customers(f) Income received in advance (Unearned Revenue)(g) Unpaid dividends *

(iv) Others #

* There are no amounts due to be credited to Investor Education and Protection Fund.

11 SHORT-TERM PROVISIONS ( Rs. in Lakhs) As at


31st March, 2015

- 2.64 74.89 37.27

290.56 132.51

1,139.93 1,284.57 338.42 369.35 136.03 155.93

36.66 132.66 2,016.48 2,114.92

13 GOODWILL ON CONSOLIDATION( Rs. in Lakhs)



11,914.53 11,899.71 - 14.82

11,914.53 11,914.53 T O T A L

(iv) Provision - others T O T A L

Particulars

Balance brought forwardAdd: Settlement of Escrow account in Tebma Shipyard Limited

(b) Provision - Others(i) Provision for tax (net of taxes paid)(ii) Provision for warranty(iii) Provision for other contingencies

Particulars(a) Provision for employee benefits(i) Provision for bonus(ii) Provision for compensated absences (Unfunded)(iii) Provision for gratuity (net)

# Others includes outstanding Salaries & Wages, Demmurrage Charges and provision for Expenses.



14 NON-CURRENT INVESTMENTS ( Rs. in Lakhs) As at


31st March, 2015

50,711.86 83,130.85

4.05 4.05

1.42 1.42 0.10 0.10

50,717.43 83,136.42 50,713.28 83,132.27 4.15 4.15 7,742.58 10,614.09

14.1 Details of Investments ( Rs. in Lakhs) As at


31st March, 2015 A)1 In Equity Shares of Associates (Quoted , Fully paid up)

T O T A LAggregate amount of quoted investmentsAggregate amount of unquoted investmentsMarket Value of quoted investments

ParticularsInvestment in Equity Shares - Trade Investments

Non - trade Investment (a) Investment in Equity instruments - Quoted(b) Investments in Government or Trust securities - Unquoted

Trade Investment - Unquoted(a) Investment in Equity instruments

ParticularsLong Term Investment - At CostTrade Investment - Quoted(a) Investment in Equity instruments

50,711.86 83,130.85

2 2.25 2.25

0.45 0.23

3 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23

B)

0.46 0.46 0.86 0.86

0.10 0.10 The Goa Urban Co-operative Bank Limited 1,000 (31.03.2015 : 1000) Shares of Rs 10 each fully paid up

Investment in Equity Shares - Non Trade InvestmentsQuoted - Equity SharesAndhra Bank Limited 4,600 (31.03.2015 : 4,600) Shares of Rs 10 each fully paid upSyndicate Bank Limited 1,728 (31.03.2015 : 1,728) Shares of Rs 10 each fully paid upUnquoted - Equity Shares

Pashupati Vinimay Private Limited 5,000 (31.03.2015 : 5,000) Shares of Rs 10 each fully paid upBanshidhar Vinimay Private Limited 5,000 (31.03.2015 : 5,000) Shares of Rs 10 each fully paid upGanga Tradelink Private Limited 5,000 (31.03.2015 : 5,000) Shares of Rs 10 each fully paid upRanthambor Tradelink Private Limited 5,000 (31.03.2015 : 5,000) Shares of Rs 10 each fully paid up

b) Bengal Heavy Enggineering Private Limited 9,999 (31.03.2015 : 9,999) Shares of Rs 10 each fully paid upIn Equity Shares of Associates of Joint Venture Entity (Unquoted , Fully paid up)Balgopal Vaypaar Private Limited 5,000 (31.03.2015 : 5,000) Shares of Rs 10 each fully paid up Jai Pahadimata Barter Private Limited 5,000 (31.03.2015 : 5,000) Shares of Rs 10 each fully paid up

GOL Offshore Limited (Refer Note 52)1,85,14,352 (31.03.2015 : 1,85,14,352) Shares of Rs. 10 each fully paid upIn Equity Shares of Subsidiaries of Joint Venture Entity (Unquoted , Fully paid up)a) Oceanic Shipyards Limited 50,000 (31.03.2015 : 50,000) Shares of Rs 10 each fully paid up

C)0.10 0.10

Investments in Government or Trust securities(i) National Saving Certificate



15 DEFERRED TAX ASSETS (NET) ( Rs. in Lakhs) As at


31st March, 2015 1,23,270.43 59,563.21

82,641.11 33,277.31 2,268.88 1,818.88

38,360.44 24,467.02 (22,449.65) (29,694.31)

9,398.07 9,673.34 13,051.58 20,020.97

1,00,820.78 29,868.90 16 LONG TERM LOANS AND ADVANCES ( Rs. in Lakhs)



10.92 10.92 512.45 755.84

2,616.12 2,729.95 229.07 234.70 286.03 290.03

(d) Balances with government authorities(e) Other loans and advances

(a) Capital Advances(b) Security Deposits(c) Loans and advances to related parties

Deferred Tax LiabilityDepreciation on fixed assetsOthers - SubsidyT O T A L

Particulars

Unsecured, considered good

Particulars

Deferred Tax AssetsBrought forward business losses and unabsorbed depreciationDisallowance of ExpensesDisallowances u/s 43B of the I T Act, 1961

3,654.59 4,021.43 17 OTHER NON-CURRENT ASSETS ( Rs. in Lakhs)



- - 67,445.07 90,300.28 22,872.74 -

Less: Provision for Doubtful debts 22,872.74 - Long- term trade receivables (Net) 67,445.07 90,300.28

1.58 1.58 67,446.64 90,301.85

18 CURRENT INVESTMENTS ( Rs. in Lakhs) As at


31st March, 2015

0.12 0.12 0.12 0.12 T O T A L

T O T A L

Particulars

Other Current Investments(Carried at lower of cost and quoted / fair value)(i) Investment in Equity instruments (Refer Note : 18.1)

T O T A L

Particulars

(a) Long-term trade receivables (Unsecured) Considered good Considered Doubtful

(b) Unamortised expenditure Preliminary Expenses



( Rs. in Lakhs)18.1 As at


31st March, 2015

0.12 0.12



0.12 0.12 1.77 2.37

19 INVENTORIES ( Rs. in Lakhs) As at


31st March, 2015 50,119.43 57,323.24

4,363.02 4,363.02 2,47,441.05 3,09,567.06

246.81 289.61 (507.36) (507.37)

3,01,662.95 3,71,035.57 20 TRADE RECEIVABLES ( Rs. in Lakhs)

Less : Provision for Cancelled Order inventoryT O T A L

(a) Raw materials and Components(b) Raw materials and Components - Goods-in-Transit(c) Work-in-progress(d) Stock-in-trade

(a) Investment in Equity instruments (Quoted) ICICI Bank Limited 750 (31.03.2015 : 150) Shares of Rs. 2 (P.Y. Rs 2/-) each fully paid

Particulars Aggregate amount of quoted investmentsMarket Value of quoted investments

Particulars

Particulars

20 TRADE RECEIVABLES ( Rs. in Lakhs) As at


31st March, 2015

132.97 6,401.64 4,222.82 3,275.70

Considered Doubtful - - 4,355.78 9,677.33

45.24 45.24 4,310.54 9,632.09

21 CASH AND BANK BALANCES ( Rs. in Lakhs) As at


31st March, 2015

34.72 34.82 8,086.68 8,782.32

14.37 13.33 8,000.91 16,829.16

18.27 19.56 16,154.94 25,679.19

- In current accounts(b) Other Bank Balances (i) In deposit accounts (ii) Security against borrowings

T O T A L

Considered good, Others

Particulars

(a) Cash and Cash Equivalents (i) Cash on hand

Less : Provision for Doubtful receivables

(ii) Balances with banks

Particulars

Unsecured Considered good, Outstanding for a period exceeding six months

(iii) Unpaid dividend accountsT O T A L



22 SHORT TERM LOANS AND ADVANCES ( Rs. in Lakhs) As at


31st March, 2015

776.21 979.26 2,493.17 2,357.50

194.27 151.34 362.97 284.93

1,495.55 1,491.83 6,384.58 10,332.61

0.50 0.50 11,707.25 15,597.98

23 OTHER CURRENT ASSETS ( Rs. in Lakhs) As at


31st March, 2015 15,618.26 6,430.61

23.98 32.42 87.20 75.91

15,729.44 6,538.95 (c) Others

(f) Others (i) Advances to Suppliers (ii) Others T O T A L

Particulars

(a) Unbilled revenue(b) Interest accrued on deposits

(e) Balances with government authorities

(a) Security deposits

(d) Prepaid expenses

T O T A L

Particulars

Unsecured, considered good (b) Loans and advances to related parties (c) Loans and advances to employees

24 REVENUE FROM OPERATIONS( Rs. in Lakhs)



13,841.39 17,640.71 - 414.31

832.65 675.19 - 1.30

1,019.93 623.47 15,693.96 19,354.98

25 OTHER INCOMES( Rs. in Lakhs)



1,040.29 632.87 166.56 224.51

1.12 1.14 - 166.20

0.13 0.03

108.50 - 0.30 17.61 0.49 9.24 (iii) Liabilities / provisions written back

(c) Dividend Income from Current Investment(b) Other non-operating income comprises: (i) Rental income from Equipment Hiring Charges (ii) Profit on sale of fixed assets

(b) Net gain on foreign currency transactions and translation (Net)

(ii) Interest on loans and advances (iii) Other interest

T O T A L

Particulars

(a) Interest Income comprises: (i) Interest from banks on : - Deposits

(ii) Hire charges (iii) Repair works

(b) Other Operating Revenue

Particulars

(a) Sale of products (i) Manufactured goods - Ships (ii) Windmill Income

(i) Sale of scrap

0.49 9.24 5.24 209.44

1,322.63 1,261.04

(iii) Liabilities / provisions written back (iv) Miscellaneous incomeT O T A L



26 COST OF MATERIALS CONSUMED( Rs. in Lakhs)



61,831.18 68,007.25 5,120.11 7,640.47

66,951.29 75,647.73 55,318.34 61,831.18 11,632.95 13,816.55

27 EMPLOYEE BENEFIT EXPENSE( Rs. in Lakhs)



5,402.52 7,329.51 219.02 248.90 196.47 98.69 108.35 155.18

5,926.36 7,832.29 28 FINANCE COSTS

( Rs. in Lakhs) For the year ended

31 March, 2016 For the year ended

31 March, 2015

(d) Staff welfare expensesT O T A L

Particulars

Particulars(a) Salaries and wages(b) Contributions to provident and other funds(c) Gratuity Fund Contribution

Opening stockAdd: Purchases

Less: Closing stockT O T A L

Particulars

31 March, 2016 31 March, 2015

34,927.47 31,332.61 454.74 4.73

4.07 1.10 - -

333.66 1,020.42 75.45 124.37 - 86.76 37.02

35,882.16 32,520.25 T O T A L

(iv) Others(b) Other borrowing costs(i) Bank Guarantee Commission(ii) Others(c) Net loss on foreign currency transactions and translation

(a) Interest expense on :(i) Borrowings(ii) Trade payables



29 OTHER EXPENSES( Rs. in Lakhs)



41.37 23.51 285.81 -

29.55 39.25 22.48 50.65

- 43.64 0.04 -

2,804.05 2,857.43 34.07 16.40 14.57 11.35 25.55 339.48

311.52 320.75 3.54 175.95

50.56 122.00 302.41 466.68

18.47 79.15 41.64 45.23

425.58 425.20 299.11 143.05 106.30 70.53 220.42 -

1,314.02 1,389.87 - 3.33

Listing FeesOffice MaintenancePower & FuelPrior Period ExpensesRates and TaxesForeign Exchange Loss (Net)RentLoss on sale of Assets

Demmurage ChargesDesign ConsultancyElectricity ChargesEquipment Hiring ChargesInsuranceInterest On Delayed Payment Of Statutory DuesLaunching & Delivery ChargesLegal & Professional Charges

ParticularsPayments to Auditors (Refer Note : 29.1)Balance Written OffCar Hiring ExpensesClearing & ForwardingCommission on SalesDemat Charges

- 3.33 41.66 47.85 43.10 74.73

155.47 559.70 24.35 24.22

208.88 218.75 525.64 550.14 428.80 453.95

7,778.97 8,552.79 29.1 PAYMENTS TO THE AUDITORS COMPRISES :

( Rs. in Lakhs) For the year ended

31 March, 2016 For the year ended

31 March, 2015 40.87 23.01

0.50 0.50 41.37 23.51 T O T A L

Transportation ChargesTravelling ExpensesYard Maintenance ExpsMiscellaneous ExpensesT O T A L

Particular

Repairs to MachineryRepairs - Others

Fees as Statutory AuditorsTaxation Matters

Loss on sale of AssetsRepairs to Buildings

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016Note 12: FIXED ASSETS

( Rs. in Lakhs)As at

1 April 2015Additions Adjustment

/DisposalsAs at

31 March,2016As at

1 April 2015Depreciation

charge for the period

Excess of Carrying

amount over Residual value

Adjustment /Disposals

As at 31 March,2016

As at 1 April 2015

As at 31 March,2016

A Tangible Assets Own AssetsFreehold Land 15,943.58 - - 15,943.58 - - - - - 15,943.58 15,943.58 Buildings 16,856.20 0.27 - 16,856.47 4,818.90 634.33 - - 5,453.23 12,037.30 11,403.24 Slipway 3,642.91 - - 3,642.91 1,619.28 5,444.46 - - 7,063.74 2,023.63 (3,420.83) Plant and Equipment 90,818.80 1.77 - 90,820.57 25,538.38 725.23 - - 26,263.61 65,280.42 64,556.96 Dredger 184.13 - - 184.13 127.58 86.76 - - 214.34 56.55 (30.21) Two Line Handling Boat 1,294.91 - - 1,294.91 364.91 355.40 - - 720.32 930.00 574.59 Furniture and Fixtures 2,947.79 - 1.88 2,945.91 1,303.62 167.39 - 1.69 1,469.33 1,644.17 1,476.59 Vehicles 1,369.31 10.02 - 1,379.33 851.11 37.06 - - 888.18 518.20 491.15 Office equipment 687.35 2.31 2.16 687.50 603.00 13.06 - 2.13 613.93 84.35 73.57 Computers 606.06 2.54 0.25 608.35 589.71 1.16 - 0.25 590.63 16.35 17.72 TOTAL (A) 1,34,351.04 16.90 4.28 1,34,363.66 35,816.50 7,464.86 - 4.06 43,277.30 98,534.54 91,086.36 TOTAL (Previous Year) 1,34,797.84 533.19 980.01 1,34,351.04 28,704.19 7,884.73 201.69 974.11 35,816.50 1,06,093.65 98,534.54

B Tangible Assets(Leased Assets)Leasehold Land 446.42 - - 446.42 165.64 3.50 - - 169.14 280.77 277.27 TOTAL (B) 446.42 - - 446.42 165.64 3.50 - - 169.14 280.77 277.27 TOTAL (Previous Year) 394.63 70.34 18.56 446.42 38.06 127.51 - - 165.64 356.57 280.77

- Total of Tangible Assets (A+B) 1,34,797.46 16.90 4.28 1,34,810.08 35,982.14 7,468.36 - 4.06 43,446.44 98,815.33 91,363.63 TOTAL (Previous Year) 1,35,192.47 603.53 998.57 1,34,797.46 28,742.25 8,012.24 201.69 974.11 35,982.14 1,06,450.23 98,815.33

C Intangible AssetsComputer software 3,890.65 0.69 - 3,891.34 1,396.70 371.70 - - 1,768.40 2,493.95 2,122.94 TOTAL (C) 3,890.65 0.69 - 3,891.34 1,396.70 371.70 - - 1,768.40 2,493.95 2,122.94 TOTAL (Previous Year) 3,968.94 0.65 78.94 3,890.65 1,089.19 386.46 - 78.94 1,396.70 2,879.76 2,493.95 TOTAL (A+B+C) 1,38,688.13 17.59 4.28 1,38,701.42 37,378.84 7,840.06 - 4.06 45,214.85 1,01,309.27 93,486.57

TOTAL(Previous Year) 1,39,161.42 604.18 1,077.51 1,38,688.11 29,831.44 8,398.70 201.69 1,053.05 37,378.84 1,09,329.98 1,01,309.27 D Capital work-in-progress 19,250.06

(Previous Year) 25,677.85


DescriptionGross Block Accumulated Depreciation Net Block

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016Note 12: FIXED ASSETS


Note:1

23

Freehold Land includes certain portion of Land admeasuring 1.01 acres with the book value of Rs 9.40 Lakhs is pending registration formalities. Though the land is in the name of the ex - employee, the Company is the beneficial owner of the said land.

Certain Fixed Assets aggregating to Rs 1,032.04 Lakhs which have out lived their useful life have been removed from gross block and the coresponding accumulated depreciation has also been given effect.Considering the special nature of Plant and Machinery and based on technical evaluation, the estimated life of the such assets are retained at 20 years against the maximum life of 15 years as prescribed in the Companies Act 2013.

Sub subsidiary Company - Tebma Shipyard Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 201630 (Rs. in Lakhs)



Parent Company:

i. Claim against the company 7,665.83 6,484.89 ii. Suit Filed against the Company 2,580.99 2,580.99 iii. Disputed tax dues:

0.20 0.20 2,558.04 2,558.04 5,019.48 5,019.84 1,354.04 1,354.04

- iv. Demurrage Charges - 2,857.43

19,072.86 26,350.28 2,835.13

15,598.27 639.46

Subsidiary Companies : A. Claims against the Company/disputed dues not acknowledged as debts

12.24 12.24 9,16,432.00 9,16,432.00

Sub Subsidiary Company : A. Claims against the Company/disputed dues not acknowledged as debts

128.03 3,539.00 193.64 99.54

73.17 668.67 454.00 526.57

2,184.83 2,685.22 3,168.18 1,781.86 4,875.00 4,062.50


CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for)Particulari. Contingent Liabilities ;

A. Claims against the Company/disputed dues not acknowledged as debts

Income Tax

-Advance Guarantee -Others

Wealth Tax Demand B. Corporate Guarantee given to Bank

Income Tax Service Tax

Service Tax Custom Duty Excise Duty

ii. Letter of Credit outstanding

B. Bank Guarantees (Incl. Performance Guarantee, Advance -Performance Guarantee

VAT & CST Excise

B. Bank Guarantees (Incl. Performance Guarantee, Advance C. Letter of Credit issued by the bank on behalf of the Company D. Arrears of Dividend on Compulsorily Redeemable Preference Shares

NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2016


Associate Company:A. Claims against the Company/disputed dues not acknowledged as debts i. Claim against the company 6,325.34 9,960.00 ii. Disputed tax dues:

2,991.07 2,363.00 1,109.61 1,287.00

283.00 366.00 25,032.77 26,200.00

583.00 583.00 D. Letter of Credit issued by the bank on behalf of the Company 607.00 -

Associate Company:2,47,647.06 2,30,186.00

12,69,424.24 12,47,958.31

i) Sub-Subsidiary Company - Tebma Shipyards Limited a)

b)

ii) Parent Company

31 Convertible share warrants:Parent Company :

Sr.1 Bharati Infratech Projects Private Limited2 Bharati Maritime Services Private Limited3 Harsha Infrastructure Private Limited

T O T A L

The guarantees and letter of credit are secured by specific fixed deposits earmarked to provide cash margin amounting to Rs 267.65 Lakhs (P.Y. Rs 223.35 Lakhs)

Sales Tax and Service Tax Custom Duty

B. Bank Guarantees (Incl. Performance Guarantee, Corporate Guarantee C. Corporate Bank Guarantees

ii. Commitments Estimated amount of Contracts remaining to be executed on Capital account and not provided for :

Income Tax

Promoter Group 2,20,00,000 Promoter Group 55,00,000 Promoter Group 45,00,000

T O T A L

The Company has Contingent Liability towards Right of Recompense for the sacrifice under the CDR Package implemented. The total of such Right of Recompense amounts to Rs 11,329 Lakhs (P.Y. 11,329 Lakhs) as per the letter of approvaldated November 22nd, 2010 issued by CDR-EG for the 10 year period ending 2019-20.

The Parent Company is contesting 15 winding up petitions under section 433 and 434 of the Companies Act 1956 before the Honourable High Court of Mumbai and this includes petition filed by LIC of India, one of the secured creditors. Allabove winding up petitions are pending for disposal as on date.

In pursuance of the CDR Scheme and as per the approval of shareholders by postal ballot vide resolution No 5 dated September 18, 2012, the company has on preferential basis allotted 320,00,000 warrants to Promoter Group, carryingright to subscribe to one equity share of Rs. 10/- each, pursuant to Section 81(1A) of the Companies Act, 1956, at a conversion price of Rs. 79.12/- including premium of Rs. 69.12/- per equity share of the Company, arrived at in accordancewith the SEBI Guidelines. The details of proposed allottees are as follows:

Name of the proposed allottees Category of proposed Allottees Maximum no. of warrants proposed to be issued

3,20,00,000



Of the above following are allotted and subscribed and fully paid:Sr.1 Bharati Infratech Projects Private Limited2 Bharati Maritime Services Private Limited3 Harsha Infrastructure Private Limited

T O T A L

32Parent Company

33 Deferred Tax Assets created during current financial year:Parent Company :

Compulsory Convertible Debentures

Promoter Group 21,85,878 Promoter Group 3,27,940

1,86,11,178

Name of the proposed allottees Category of proposed Allottees No. of warrants issued & fully paid Promoter Group 1,60,97,360

Out of the total subscription amount received against allotment of share warrants, 67,64,576 and 1,18,46,602 convertible warrants were converted into equity shares of Rs. 10/- each at a price of Rs. 79.12/- per share including premium ofRs. 69.12/- per share on 31st December, 2012 and 25th September, 2013 respectively and Rs 4,194.31 Lakhs remains unappropriated in Share Application Money pending allotment as on the last appointed date for exercise of the option.

Post expiry of last appointed date for exercise of option and revocation of CDR scheme, the Company is in process of obtaining expert opinion for legal position and accounting treatment in this matter with respect to unappropriatedamount lying with the company upon expiry of time limit to exercise option by the promoters. Pending legal opinion, the Company has disclosed the said amount received from the Promoter Companies of Rs 4,194.31 Lakhs (Previous yearRs 4,194.31 Lakhs) under current liabilities in the financial statement under the account head “ Money Received against share warrants” for the year ended 31st March 2016. Further to that, the Company is also evaluating option ofallotment of shares to Promoter Companies against such unappropriated amount of share warrant application money and is in the process of obtaining requisite permission from appropriate authorities.

As per the approval of the shareholders by postal ballot vide resolution no 6 dated 18th September, 2012, the Company had allotted on preferential basis 26,926,175 Compulsory Convertible Debentures (CCD) to the signatories of CDR.The above Compulsory convertible debentures are convertible into one equity share of Rs. 10/- each on preferential basis pursuant to Section 81(1A) of the Companies Act, 1956, at a conversion price of Rs. 79.12/- including premium of Rs. 69.12/- per equity share of the company, the pricing of which is arrived in accordance with the SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations.Post expiry of 18 months from the date of allotment of CCD and revocation of CDR Scheme, the Company has not converted CCD into Equity shares till date. As on the Balance Sheet date, the Company has disclosed CCD of Rs 21,302.84Lakhs (Previous year Rs 21,302.84 Lakhs) under current liabilities in the financial statement under the account head “ Current Maturities of Long Term Debts” for the year ended 31st March 2016.

The company has recognized deferred tax asset (net) of Rs. 1,01,135.63 Lakhs ( P.Y. Rs 29,998.14 Lakhs) on carried forward accumulated losses (including unabsorbed depreciation), interest expenses (including Funded Interest Term Loan(FITL)), Disallowances of Expenses and Retirement Benefits. The Company is confident of financial restructuring and reviving the operations to achieve optimum utilization of its infrastructure. Accordingly, keeping in view the ongoingdevelopments, there would be sufficient future taxable profits against which the accumulated losses would be set off and hence Deferred tax asset (net) has been created by the Company.



34Parent Company :

35(a) Parent Company :

Financial Restructuring and Going Concern:The Company has incurred Net Loss of Rs. 1,89,799.01 Lakhs after considering exceptional items of Rs. 2,12,145.75 Lakhs during the year ended 31st March, 2016. As of this date, the Company’s total liabilities exceed its total assets by Rs.2,96,677.35 Lakhs and its net-worth has been fully eroded. As on 31st March, 2016 , 22 winding up petitions are filed by various creditors against the Company including LIC of India, one of the secured creditors out of which settlementsterms are signed by the Company for 7 creditors. Further the Company has made reference to BIFR for restructuring of the Company and the same has been registered with BIFR. The reference registered with BIFR was last heard on 6thMay, 2016.The Company is also implementing various long-term measures to improve its cash flow and revival of the operations and simultaneously exploring multiple options for funding of its partly completed projects. During the year, ECL financeLimited has released financial assistance to the Company to complete its one of the nearing completion project as well as for other operational need. The Company with the help of Lead lender EARC is in process of drafting long termrestructuring package to be submitted with BIFR to revive the business, keeping interest of all stakeholders of the Company and viability of the project. This restructuring package will help the Company to bring current debt at sustainablelevel so that the Company will be able to service its secured and unsecured creditors. EARC is also proposing to come up with various stage wise restructuring plans for debts to curtail the financial burden of the business cash flows inaddition to business operation and management strategy. Upon revival, the Company will be able to make optimum utilisation of its green field facilities, renegotiate its contracts and complete the under construction vessels to generatefuture cash flows. The Company believes that these measures will not only generate cash flows for revival but will also result in future orders and consequently sustainable cash flows. Further, during the year, the Government of India has also announced various measures to promote ship building in India including Financial Assistance for next 10 years, 100% FDI in Shipbuilding, infrastructure Status, etc. and alsodirected the Defence Public Sector Unit (DPSU) engaged in Ship building exclusively for Indian Navy, to outsource activities to private shipyards. The Government of India also announced Indian Naval Indigenization Plan (INIP) which aimsat indigenizing many of the components that are currently imported. This will give a huge opportunity to Indian Shipyards to collaborate with partners abroad for manufacturing these components in India for the Defence requirement.With these measures, the shipbuilding activity in India is likely to grow manifold in the near future.In view of the foregoing, the Company's financial statements have been prepared on a going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in the normal course of business.

Subsidy Receivable from Government of India under Shipbuilding Subsidy scheme:

The Government of India had announced Shipbuilding Subsidy Scheme for private and public shipyards in India in 2002 for all eligible shipbuilding orders entered into between Nov-2002 till Aug-2007. The Subsidy was provided at the rateof 30% of the contract value subject to fulfilment of various conditions. In case of private shipyards, disbursement of the subsidy amount was provided post delivery of the vessel and subject to fulfilment of other conditions of the scheme.According to the subsidy scheme and based on accounting principles, the company has credited subsidy on vessels under construction in respect of which substantial work has been carried out on the vessel. The Company had recognisedfor subsidy of Rs. 66,059.92 Lakhs under Ship Building Subsidy Scheme in earlier years and has already received Rs. 1,267.15 Lakhs from Government of India upto 1st April 2015 and the balance subsidy receivable from Government ofIndia Rs. 64,792.77 Lakhs as on 1st April 2015. The Company has been complying with the terms of the said scheme and has already received part of the Subsidy on vessels delivered by the Company. Further, in respect of vessels delivered,the Government of India has retained a part of the subsidy amount to be released at a future date subject to certain compliances. The company is of the opinion that on completion of the various vessels under construction, theGovernment of India will release the subsidy amount as well as the retention amounts upon completion of compliances. Recently Government of India has announced the revised Financial Assistance Policy for Indian Shipbuilders and as per the policy, financial assistance in the form of subsidy is revised to 20% of lower of “Contract Price” or “Fair Price” foreach vessel built by the shipyards. Company has recomputed its claim for subsidy receivable based on revised ship building policy for Indian ship builders and has written off subsidy receivable amounting to Rs. 22,554.66 Lakhs. The saidwrite off in subsidy receivable of Rs. 22,554.66 Lakhs is disclosed under the head "Exceptional Item" in financial statements for the year ended 31st March, 2016 and balance outstanding subsidy receivable from Government of Indiaamounting to Rs. 42,238.11 Lakhs is disclosed under Trade receivable in financial Statement as at 31st March, 2016.Further, as detailed in note no. 35 (a) of the statement, the Company is confident of financial restructuring and reviving the operations and completing the vessels under construction in respect of which the aforementioned Subsidy isreceivable and according the management is of the opinion that Subsidy amount is fully recoverable.



(b) Associate Company - GOL Offshore Limited:

(c) Sub-subsidiary Company - Tebma Shipyards Limited:

36Parent Company :

37Parent Company :


The Company has not been able to service a substantial part of its borrowings on the original due dates. In respect of Loans, Corporate Guarantees and dues including instances where recovery/ winding up proceedings have been initiatedthe Company is making all efforts for early settlement by taking various steps including: i) more aggressive employment of its vessels and resources, ii) disposal of some assets, iii) settlement of significant current dues and restoration ofinitial repayment terms iv) entering into corrective action plan as approved by Joint Lenders Forum (JLF). Some of its arrear dues could not be settled during the year Inspite of these efforts. The JLF have initiated a proposal to invoke debtrestructuring (SDR) scheme of the RBI for conversion of a part of the debt into equity with a view to dispose off such equity within a period of 18 months. The reference date for this purpose has been fixed as 27th January 2016 andconversion of debt upto 74% of the equity was approved in principle by the Board of Directors on 6th May, 2016. It is expected that this proposal when implemented after final approval of the Joint Lender Forum will result in fresh infusionof funds and bring down the debt to sustainable levels so that the company will be able to service its creditors promptly and return to profitable operation. The Company is able to earn operating profit by carrying on its business in thenormal course even under difficult market condition. Hence these accounts have been prepared on going concern assumption which is considered appropriate.

The Company's networth has turned negative to Rs 10,819.88 Lakhs, during the current financial year. However, the Going Concern assumption remains valid as the Company has been able to garner orders and adequate working capitallimits are provided by the Banks to execute the orders.The Company's networth has been eroded and is presently negative. In View of the specific exemption granted under section 1 (14) of the Sick Industrial Companies (Special Provisions) Act 1985 ("the Act"), the Company would not becovered by the provisions of the said Act even though the industry in which the Company is engaged is a schedule industry under the provisions of the Industries (Development & Regulation) Act, 1951.

Non - Availability of balance confirmation from banks and EARC and provision for interest and other dues:

The Company has requested all lenders/banks/ Edelweiss Asset Reconstruction Company (EARC) for the balance confirmations. However, due to non service of interest, instalments and other dues, some of the lenders/banks have notprovided balance confirmations as on 31st March, 2016 and the accounts are finalised based on latest available bank/loan statements. Interest and other dues have not been provided on outstanding secured loans and other debt facility ifany (funded as well as non funded) assigned to EARC in absence of information in respect of interest and other charges in assignment agreements of EARC with Banks. Similarly company has not provided for interest and other dues onsecured loans for which company has received any recall notice, in respect of which interest has not been charged in the statement by banks and NPA accounts for which it has not received any statement from banks or in respect of whichinterest has not been charged in the statement by banks. In respect of other bank loans, interest and other dues have been accounted for as per statements received from lenders.

Non - Availability of certain Margin Deposit confirmation:

The company is in the co ordination with banks for obtaining confirmation/ account statements as at year end with respect to Margin deposits with banks. However, due to non service of interest and instalment due, some of the bankshave not provided balance confirmations as on 31st March 2016. Being, carrying amount of the margin deposit is fully recoverable and the difference, if any, upon reconciliation with bank confirmations would not have any material impacton financial statements. Further, due to unavailability of the confirmations, the Company has accounted for the interest income on the Margin Money Deposits with Banks based on external evidences to the extent available.

Internal control System:

The Company is in the process of strengthening its policies, procedure and controls in order to facilitate timely recording of the expenses and provide proper evidences regarding accounting for direct and indirect taxes including otherstatutory compliances. Delay if any, in accounting for the expenses or other transactions or statutory compliances does not have any material impact on the financial statement for the year ended 31st March, 2016.






40 Componentisation of Fixed AssetsParent Company :

41 Appointment of Internal AuditorParent Company :

During the year, the group has engaged a firm of chartered accountants to evaluate the internal financial controls over financial reporting in place and test its effectiveness. This evaluation and testing was carried out for the company aswell as its subsidiaries incorporated in India considering the framework of the Institute of Chartered Accountants of India. Based on their findings including those arising from liquidity issues faced by the company, the group has rectifiedcertain deficiencies and is in the process of further strengthening Internal Control system in relation to backing up of data of one department, presently not backed up, maintaining all back up data in a different location and implementinga disaster recovery plan. In spite of the liquidity issues faced, the company is confident that the delay in payment to vendors including vendors of software will not affect the internal control systems required for business continuity.

Reconciliation of accounts:

Company is in the process of reconciliation of accounts at reasonable intervals and obtaining balance confirmation as at year end with respect to its Trade Receivables, Loan and Advances, Trade Payables and Other Liabilities. The carryingamount of Trade receivables, Loans and Advances, Trade Payable and Other Liabilities are approximately of the value as stated, if realised/ paid in the ordinary course of business.

Company has a system of reconciliation of accounts at reasonable intervals and obtaining balance confirmations as at year end with respect to its Trade Receivables, Loans and Advances, Trade payables and Other Liabilities, a few of whichare pending. The balances of Trade Receivables, Loans and Advances, Trade payables and other liabilities are subject to confirmation. In the opinion of the management, the carrying amount of Trade Receivables, Loans and advances,Trade Payables and Other liabilities are approximately of the value as stated, if realized/paid in the ordinary course of business. In respect of dues to certain lenders, confirmation of balances were not received. However, accounting hasbeen completed on the basis of bank statement/ court orders received.

Ministry of corporate affairs vide notification dated 29th August, 2014 has amended schedule II to the Companies Act, 2013 requiring mandatory componentisation of assets for financial statements in respect of financial year commencingon or after 1st April, 2015. The company is in process of technical evaluation of componentisation of fixed assets and useful life thereof and identifying significant part of assets qualifying for component accounting.

Company has initiated the process of appointment of Internal Auditor as required under provisions of Section 138 of the Companies Act, 2013



42 Bank Guarantee Invocation by Customers on cancellation of vessels contracts:Parent Company :

43Parent Company :

44Parent Company :

45The parent company is having investment in equity shares of Tebma Shipyards Limited, GOL Offshore Limited and Pinky Shipyard Private Limited directly/ indirectly through subsidiary Companies. Although the net worth of thesecompanies is negative, the management does not consider it is necessary to make an impairment provision against the goodwill on consolidation as these investments are considered long term and strategic in nature.

The Company is constructing various vessels ordered from international as well as domestic customers including Government of India-Ministry of Defence. The company has issued refund bank guarantees to customers against variousadvance stage payments received by the Company. Several of these customers had cancelled the ship building contracts entered into with the Company and invoked the Bank Guarantees and Banks have made payment aggregating to Rs.1,71,290.70 Lakhs on account of bank guarantee invoked by the customers, along with Interest of Rs. 40,457.62 Lakhs and foreign exchange variation of Rs. 32,977.47 Lakhs upto 31st March, 2016. Based on the prudent accounting norms,during the year ended 31st March, 2016, company had given effect for the above payments made by the Banks to the customers against invoked bank guarantees in books of accounts. Interest cost and exchange variation relating toinvoked bank guarantees amounting to Rs. 40,457.62 Lakhs and Rs. 32,977.47 Lakhs respectively has been charged to profit and loss account and disclosed under the head "Exceptional Item" in financial statements for the year ended 31stMarch, 2016. However, the Company continues to believe that the payments under the invoked bank guarantees made by the banks are without following due process of law and even in cases wherein the legal proceedings were pending beforevarious jurisdictional tribunals / courts. Accordingly, the Company will continue with a suit before the Hon'ble City Civil Court Mumbai against such banks, which is pending for disposal.

Classification of Current and Non - Current of Assets and Liabilities

In absence of terms of assignment/ term sheet with respect to secured loans assigned to EARC by lenders, secured loans including bank guarantee & other debt facility if any (funded as well as non funded) assigned to EARC by lenders overa period of time, being payable on demand have been classified as current liabilities in Statement of Assets and Liabilities. All NPA Accounts, being payable on demand, have been classified as current liabilities in Statement of Assets andLiabilities. Compulsory Convertible Debentures issued as a part of CDR scheme is classified as Current liabilities in Statement of Assets and Liabilities upon subsequent revocation of CDR scheme by CDR EG vide its letter dated 21st August,2014. Other loans have been classified as Current or Non Current in Statement of Assets and Liabilities, based on the classification criteria as prescribed in general instructions to schedule III of the Act.

Money received against share warrants

The company has allotted 26,47,313 Convertible Warrant by way of a preferential allotment to the Edelweiss Finance & Investments Ltd carrying the right to subscribe to one Equity shares of Rs. 10/- each at a price of Rs. 22/- includingpremium of Rs. 12/- Per equity shares in terms of board resolution dated 7th January, 2016, in-principle approvals received from Bombay Stock Exchange Ltd (BSE) and National Stock Exchange Ltd (NSE) on 21st December, 2015 and 24thDecember, 2015 respectively and on receipt of the requisite share warrant application money amounting to Rs 145.60 Lakhs on 4th January 2016. Edelweiss Finance & Investments Ltd is having the option to exercise the right forconversion of these warrants not later than 18 months from the date of allotment. The Company has disclosed the said amount of Rs 145.60 Lakhs under Shareholder's Funds in the financial statement under the account head “ MoneyReceived against share warrants” for the year ended 31st March 2016. The proceeds from the issues of Share Warrant have been utilised for the general administrative expenses and repayment of past dues.

Investment in Tebma Shipyards Limited, GOL Offshore Limited and Pinky Shipyard Private Limited.



46 Investment in KEI-RSOS Maritime LimitedAssociate Company - GOL Offshore Limited

47 Capital Work in ProgressAssociate Company - GOL Offshore Limited:

48

As on 31.3.2016 the holding company has invested in equity/ redeemable preference shares of KEI-RSOS Maritime Limited. Although the net worth of this company is negative, the management does not consider it necessary to make animpairment provision against the goodwill on consolidation as these investments are considered long term and strategic in nature. The management is confident that the decline in their market value is temporary and the company willturn around soon when the market condition improves.

QARC of SEBI vide its Order dated 27th April,15 has directed re-statement of financial statements for Financial year 2012-13 and 2013-14 for giving effect to the impact of the audit qualification, and the effect of the restated adjustments tobe carried out in the annual accounts of the financial year 2014-15 as prior period item. On appeal filed by the company, the securities appellate tribunal has quashed the order of SEBI and set aside with liberty to SEBI to pass fresh orderson merits. SEBI has changed the procedure in this regard and consequently pending cases relating to restatement of accounts stands closed.

Capital Work in Progress of Rs 173,614 Lakhs (net of impairment) (Previous Year Rs. 300,876 Lakhs) including interest and indirect expenses capitalized as appropriate in earlier years relate to vessels under construction with variousshipyards where there was no progress during the year and is delayed much beyond the original dates of completion. The unpaid liability on this account is Rs. 32,926 lakhs.In view of the continued delay in completion of these vessels due to financial difficulties and consequent non-operation of certain shipyards and depressed market conditions, it is difficult to estimate their value in use presently. Hence, anindependent valuation report has been obtained for these vessels under construction to ascertain the impairment. Accordingly a sum of INR 5,666 Lakhs has been provided for impairment loss.The management of the Company believes that the carrying value of Capital Work in Progress as reflected in the financial statements is fair and reasonable and will have a value on completion and realization which is not less than thecarrying value net of impairment provision.

Investment in Great Offshore (International) LimitedAssociate Company - GOL Offshore Limited:The limited liability partnership firms in which one of the step down subsidiaries of Great Offshore (International) Limited (GOIL) is a partner, has disposed off it’s operating vessels after the Balance Sheet Date and used the same to settlethe creditors. This has resulted in a loss of Rs.6,913 Lakhs. Accordingly these entities are have not been considered in preparation of Consolidated Financial Statements for the year.



49

50 Exceptional items includes : Parent Company:

31.03.2016 31.03.2015 - (481.54)

64,174.54 54,177.02 2,544.94

29,170.46 - 73,435.09 - 22,554.66 -

6,397.39 - 5,930.66 - 3,713.63 -

2,07,921.37 53,695.48

- Profit on Sale of Windmill Operation- Work in progress written off (Based on Valuation Report) - Provision for Work in Progress - (Sub - Subsidiary Company)- Differential charged off on reconciliation of secured loans - Interest and Foreign Exchange Variation on Invoked Bank Guarantee (Refer Note No 42)- Ship building subsidy receivable written off (Refer Note No 34)

Investment in GOL Offshore Fujairah L.L.C. - FZE Associate Company - GOL Offshore Limited:During the previous year, the Company had entered into “Seller’s Credit Agreement” and “Bareboat Charter” arrangement for the sale and leaseback of the under construction Jack up Drilling Rig named Somnath wherein the sale pricewas fixed at USD 200 million and a sum of USD 100 million was advanced against this with balance consideration retained as seller’s credit.The Financing party had served a termination notice claiming non completion of the construction and commissioning of the Rig within the agreed time. In spite of the best efforts of the company, the Rig could not be completed on agreeddates during the year. Also the company was exploring the option of selling the Rig. Based on discussions for sale in the present depressed market conditions and the long delay in completion of the Rig, the company expects the Rig to besold at USD 175 million. Any such sale is also subject to the approval of the Financing Party and the payment of their dues as per the agreement referred above. The company has accrued the termination dues to the financing party andthe estimated balance costs to complete the Rig.The difference between the carrying value of the under construction Rig and the expected realisable value as mentioned above USD 34,518,307 (equivalent INR 22,869 Lakhs) has been charged off to the profit and loss statement and theexpected realisable value of the Rig has been included under Other Current Assets as Assets held for sale and the amount due to the Financing Party is continued under the Other Current Liabilities pending Sale of the Rig.

Particulars Year Ended

- Impairment of Capital Work in Progress- Bad Debts- Provision for Loans and AdvancesTotal



Parent Company:

51The required disclosure under the Revised Accounting Standard 15 is given below:During the year, Group has recognised the following amounts in the Financial statementsI) Defined Contribution Plan:

(Rs. In Lakhs)For the year ended

March 31, 2016For the year ended

March 31, 2015

219.02 248.90

(c) On reconciliation of balance of secured loans transferred by 18 lenders to Edelweiss Assets Reconstruction Company (EARC) with the balance appearing in books of accounts, the differential interest / othercharges amount on such reconciliation is charged as expenses amounting to Rs 29,170.46 Lakhs (P.Y. Rs Nil).

(d) Impairment of Capital work in progress (CWIP) amounting to Rs 6,397.39 Lakhs (P.Y. Rs Nil), based on the valuation report of Independent Chartered Engineers. The Impairment of CWIP is on account ofrestorative repairs, constraint in use of incomplete structure, replacement/ removal of Steel and other part of structures.(e) Sub- Subsidiary Company - Tebma Shipyard LimitedProvision of Work in Progress ("WIP) amounting to Rs 2,544.94 Lakhs were made on account of reduction in Contracted value of projects on hand.

Retirement benefits:

The group has recognised the following amounts as an expense and included under the head "employee benefit expense "

(a) Writing off excess value of Work in Progress ("WIP) amounting to Rs 64,174.54 Lakhs ( P.Y. Rs 54,177.02 Lakhs), based on the valuation report of an Independent Chartered Engineers. The written off in value ofWIP is on account of Price Variation, Provision for Liquidation damages and redoing/replacement cost and other factors.

(b) Sale of Wind Turbines having total Capacity of 5MV (Windmill Business) as a part of restructuring process, resulting in net gain of Rs 481.54 Lakhs in F.Y. 2014-2015.

Particulars

Employer's Contribution to Provident Fund and Employee Pension Scheme Employer’s Contribution to Superannuation Fund



II) Defined Benefit Plans:

Parent Company

620.28 682.18 69.28 75.68 47.22 51.46 106.70 (1.68) (60.07) (187.36)

783.41 620.28

315.18 447.34 24.45 33.48 0.09 (2.31) 21.84 24.03 (60.07) (187.36)

301.49 315.18

24.45 33.48 0.09 (2.31)

24.54 31.17

Gratuity (Funded)(Rs. In Lakhs)

Particulars As atMarch 31, 2016

As atMarch 31, 2015

i) Gratuity (Funded):The Parent Company and Tebma Shipyards Limited have defined benefit plan of Employee’s Gratuity Fund Scheme, which are managed by SBI Life Insurance and LIC respectively. The present value of obligation is determined based on actuarial valuation using projected unit credit method.

Present Value of Obligation as at end of the Yearb) Changes in fair value of Plan Assets: Fair value of Plan Assets as at beginning of the Year Expected return on Plan Assets Actuarial gain/(loss)

a) Changes in present value of Defined Benefit Obligations: Present value of obligation as at beginning of the Year Current Service Cost Interest Cost Actuarial (gain)/loss Benefits paid

Actuarial gain/(loss) on Plan Assets Actual return on Plan Assets

Employer Contribution Benefits paid Fair value of plan Assets as at end of the Yearc) Actual Return on Plan Assets: Expected return on Plan Assets



17.91 15.57 1.53 2.96 1.05 0.85 (4.77) 0.59 - (2.06)

15.71 17.91

136.26 122.22 33.16 35.95 9.19 7.23 (22.77) (15.91) 0.94 (13.23)

156.78 136.26

i) Gratuity (Unfunded):Pinky Shipyard Private LimitedThe present value of obligation is determined based on actuarial valuation using projected unit credit method.

Present value of obligation as at beginning of the Year Current Service Cost Interest Cost Actuarial (gain)/loss Benefits paid Present Value of Obligation as at end of the Year

(Rs. In Lakhs)Particulars As at

March 31, 2016 As at

March 31, 2015 d) Changes in present value of Defined Benefit Obligations:

Particulars As atMarch 31, 2016

As atMarch 31, 2015

e) Changes in present value of Defined Benefit Obligations:

ii) Compensated Absences (Non Funded):The group has recognised liability for compensated absences for employees on the basis of an independent actuarial valuation, carried out at the balance sheetdate.

(Rs. In Lakhs)

Present value of obligation as at beginning of the Year Current Service Cost Interest Cost Actuarial (gain)/loss Benefits paid Present Value of Obligation as at end of the Year



ParticularsGratuity (Funded) Gratuity (Unfunded) Compensated Absences

(non Funded):Gratuity (Funded) Gratuity (Unfunded) Compensated Absences

(non Funded):

Present Value of Obligation as at end of the Year 783.41 15.71 156.78 620.28 17.91 136.26 Fair Value of Plan Assets as at end of the Year 301.49 - - 315.18 - - Net Liability 481.92 15.71 156.78 305.10 17.91 136.26

Refer Note No. 28 Current Service Cost 69.28 1.53 33.16 75.68 2.96 35.95 Interest Cost 47.22 1.05 9.19 51.46 0.85 7.23 Expected return on Plan Assets (24.45) - - (33.48) - (15.91) Actuarial (Gain)/ Loss 106.62 (4.77) (22.77) 0.63 0.59 -

198.67 (2.20) 19.58 94.29 4.40 27.27

Particulars

Discount Rate 7.80% - 8% 7.82% 7.80% - 8% 7.75% - 8% 9% - 8% 8% Expected Rate of Return on Plan Assets 8% - - - - - Salary Escalation Rate 6% - 5% 7% 5% - 7% 5% -7% 5% -7% 6% - 7% Mortality Attrition rate 1% - 3% 5% 1% - 5% 1% - 3% 1% - 3% 1% - 5%

Tebma Shipyards Limited

2015 - 16 2014 - 15

2014 - 15Gratuity (Funded) Gratuity (Unfunded) Compensated Absences

(non Funded): Gratuity (Funded) Gratuity (Unfunded) Compensated Absences (non Funded):

f) Amounts recognized in the Balance Sheet in respect of:

g) Expenses recognised in the Statement of Profit and Loss: (under the head “Employee Benefits Expense” )

Expense Recognised in the Statement of Profit and Loss

2015 - 16

h) Principal Actuarial Assumptions used as at the Balance Sheet date :

IALM 2006-08 Ultimate IALM 2006-08 Ultimate

The funds available with LIC is more than actuarial valuation amounting to Rs 15.05 Lakhs (Previous Year Rs 8.84 Lakhs) as on March 31, 2016, which is an asset for the Company. This asset is not being recognised in the financial statementas the management feels its prudent not to do so.



52



49.73% 49.73%83,130.85 91,967.46

- (1.57) (34,483.78) (8,835.03)

(2,682.94) - Add: Movement in Reserves for the year 4,747.72 -

50,711.86 83,130.85

# Its includes goodwill of Rs 43,029.66 Lakhs (Previous year Rs 43,029.66 Lakhs)

53(Rs. in Lakhs)

Current Year Previous Year 13,841.39 17,640.71 79,792.80 60,607.64 81,316.23 1,87,478.14 2,00,900.70 1,53,503.39 23,983.84 25,636.13

Particulars GOL Offshore Limited

Ownership InterestOpening Value of InvestmentAdd: Prior year consolidation adjustmentsAdd: Share of Post Acquisition Loss

Investment in Associate Company:The particulars of the investment in the Associates as per equity method of accounting under AS 23 is as under:

Contract Loss recognized as revenue for the yearAdvances received from above customersGross amount due from customers for contract workGross amount due to customers for contract workThe gross amount due from customers reflects the net amount for all contracts in progress for which cost incurred plus recognized profit(Less recognized Losses) exceeds progress billing.

The gross amount due to customers reflects the net amount for all contracts in progress where progress billing exceeds cost incurred plus recognized profit (Less recognized Losses).

Add: Movement in Reserves upto 31st March 2015Carrying Amount of Investments #

The Company is incurring continuous losses and there is also substantial decline in market value of shares. In the opinion of the management, impairment provision is not considered necessary in respect of goodwill on consolidationpertaining to the company as the investment in the company is considered long term and strategic in nature and diminution in the value of investment is temporary in nature (also Refer Note No 45, 47 to 49 as referred above).

Disclosure in accordance with ‘AS- 7 Accounting for Construction Contracts’ :ParticularsContract revenue recognized as revenue for the year



54 Segment ReportingThe Group has disclosed business segment as the primary segment. The Group has collectively organised into following business segments namely:a. Ship Manufacturingb. Windmill Operation (upto 31st July, 2014)

1. Primary Segments (Business Segments) (Rs. In Lakhs) Ship

Manufacture Windmill

Power Total ShipManufacture

Windmill Power Total

15,693.96 - 15,693.96 18,940.67 414.31 19,354.98 15,693.96 - 15,693.96 18,940.67 414.31 19,354.98

(17,527.18) - (17,527.18) (19,453.35) 348.77 (19,104.58) 35,882.16 - 35,882.16 32,520.25 - 32,520.25 2,07,921.37 - 2,07,921.37 54,177.02 481.54- 53,695.48

Less: Extraordinary Items - - Add: Unallocated Income 1,322.63 1,322.63 1,261.04 1,261.04

(2,60,008.08) - (2,60,008.08) (1,04,889.58) 830.31 (1,04,059.27) (70,899.12) (14,217.00)

(2,60,008.08) - (1,89,108.96) (1,04,889.58) 830.31 (89,842.27)Less : Share of Minority Interest (2,823.74) (1,571.53)Add : Share of Associates (34,483.78) (8,835.03)Profit / ( Loss ) for the year (2,20,769.00) (97,105.77)OTHER INFORMATION

5,33,403.01 - 5,33,403.01 6,49,794.20 - 6,49,794.20 - - 1,63,452.88 - - 1,24,919.98 5,33,403.01 - 6,96,855.89 6,49,794.20 - 7,74,714.18 10,11,395.72 10,11,395.72 8,65,812.03 - 8,65,812.03 - - 24,311.23 - - 28,882.91 10,11,395.72 - 10,35,706.95 8,65,812.03 - 8,94,694.94 - - (3,38,851.06) - - (1,19,980.76) 17.59 - 17.59 585.63 - 585.63 7,840.51 7,840.51 8,397.70 - 8,397.70

SEGMENT REVENUENet Sales / Operating Income TotalSEGMENT RESULT

Segments have been indentified and reported taking into account the nature of the product and services, the organisational structure and internal financial reporting system.Segment revenue, results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amount allocated on reasonable basis.Since the business of Windmill is not significant, all asset, liabilities and expenses other than specifically related to Windmill Power, are allocated to Ship Manufacturing Business.

Particulars As at March 31, 2016 As at March 31, 2015

Segment AssetsUnallocated Segment AssetsTotal AssetsSegment LiabilitiesUnallocated Segment LiabilitiesTotal Liabilities

Profit / (Loss) after depreciation and before finance Cost, Exceptional Item, Less : Finance CostLess : Exceptional Items

Profit / (Loss) before TaxLess : Tax ExpensesProfit / (Loss) after tax, before share of minority interest and Associates

Net Capital Employed (Total Assets - Total Liabilities)Capital ExpenditureDepreciation



2. Secondary Segment (Geographical Segments):Particulars

Domestic Overseas Total Domestic Overseas TotalREVENUEShip Manufacturing 5,415.12 8,426.27 13,841.39 4,823.69 12,817.02 17,640.71 Windmill Power - - - 414.31 - 414.31 Other Operating Income 1,852.57 - 1,852.57 1,299.96 - 1,299.96 Total 7,267.69 8,426.27 15,693.96 6,537.96 12,817.02 19,354.98

- Segment Assets 6,96,855.89 - 6,96,855.89 7,74,714.18 - 7,74,714.18 Segment Liabilities 10,35,706.95 - 10,35,706.95 8,94,694.94 - 8,94,694.94 Capital Expenditure 17.59 - 17.59 585.63 - 585.63

55

55.1 List of related parties and relationships, where control exists: a. Subsidiary Companies

Advitiya Urja Private LimitedDhanashree Properties Private LimitedNatural Power Ventures Pvt. LtdNirupam Energy Projects Pvt. Ltd.Nishita Mercantile Pvt. Ltd.Pinky Shipyard Private LimitedPremila Mercantile Pvt. Ltd.Vishudh Urja Pvt. Ltd.

b. Subsidiary of Subsidiary Company Tebma Shipyard Limited

a Joint Venture EntityBengal Shipyard Limited

b Associates Companies / Concerns GOL Offshore LimitedGOL Ship Repair Limited (Subsidiary of Associates Company)

c Key Management Personnel (KMP)Name of the PersonMr. P. C. Kapoor Managing DirectorMr. Vijay Kumar Managing DirectorMr.Ramnathan N Managing DirectorMr Radha Krishnan K Chief Financial Officer

As at March 31, 2016 As at March 31, 2015

Related party disclosureRelated Party disclosure as required by Accounting Standard - 18 as notified under section 133 of Companies Act 2013.



d Relatives of Key Management PersonnelName of the PersonRelative of Mr. P. C. KapoorMrs. Madhu Kapoor WifeMrs. Radhika Mehra DaughterRelative of Mr. Vijay KumarMrs. Ashraf G. Kumar WifeMrs. Sukriti V. Kumar Daughter

eName of the EntityBharati Infratech Projects Pvt. Ltd.Bharati Marine Construction & Engineering Pvt LtdBharati Maritime Services Pvt.Ltd.Bharati Shipping & Dredging Co Private LimitedHarsha Infrastructure Pvt LtdPortside Shipping Pvt LtdSeasplice Shipping Pvt LtdSharven Multitrade P. Ltd.Shipace Shipping Private LimitedSwati Silk Mills Pvt. Ltd.Usha Silk Mills Pvt. Ltd.Vayuraj Energy Projects Pvt. Ltd.Vayutatva Energy Projects Pvt. Ltd.Mutual Industries Pvt. Ltd.Oceanic Shipyard Limited

55.2(Rs. in Lakhs)

Joint Venture Entity Key Managerial Personnel Associates

JV KMP RKMPA Transactions during the year1 Repairs Works - Income - - - - - -

- - - 686.52 - 686.52 2 Remuneration Paid - - 101.34 - - 101.34

- - 148.49 - - 148.49 3 Equipment Hire Charges - - - 18.96 - 18.96

- - - - - - 3 Reimbursement of Expenses - - - - - -

- - - - - - 3 Equipment Hire Charges - - - - - -

- - - 18.96 - -

Sr. Particulars Enterprises Owned and Controlled by

KMP & their Relatives Relatives of Key

Managerial Personnel Total

Enterprises influenced by Key Management Personnel and their relatives

Summary of Transactions with Related Parties



4 Interest paid on Inter Corporate Deposits accepted 12.98 - - 150.46 - 163.44 16.22 - - 224.51 - 240.74

5 Preferential Allotment of Equity Shares - - - - - - - - - - -

6 Premium on Preferential Allotment of Equity Shares - - - - - - - - - - -

7 Money received against share warrants - - - - - - - - - - -

5 Loans and Advances given - - - 149.90 - 149.90 153.00 - 273.00 - 426.00

6 Loans and Advances received back - - - - - - - - 19.25 1,011.48 - 1,030.73

7 Loans/Intercorporate Deposit Accepted - - - - - - 288.93 - 30.00 - - 318.93

8 Loans/Intercorporate Deposit Repaid - - - - - - - - - - -

9 Remuneration Paid - - - - - - - - -

9 Interest received on Inter Corporate Deposits accepted - -

II] Outstanding Balances as on 31st March, 2016

1 Loans and Advance given 162.68 1,956.10 - 2,990.26 - 5,109.04 291.00 1,956.10 - 2,840.35 - 5,087.45

2 Income Received in Advance - - - - - - - - - - - -

2 Money received against Share Warrants 4,194.31 - - - - 4,194.31 4,194.31 - - - - 4,194.31

3 Loans/Intercorporate Deposit Accepted 216.98 30.00 246.98 345.30 - 30.00 - - 375.30

4 Trade Receivables - - - 3,523.41 - 3,523.41 - - - 3,523.41 - 3,523.41

6 Trade Payables - - - - - - - - - - - -

7 Inter Corporate Deposits - - - - - - - - - -

5 Directors Remunerations Payable - - 15.81 - - 15.81 - - 15.81 - - 15.81

Note : Figures in Bold and Italics relates to Previous Year



55.3 Disclosures of Material Related Party Transactions during the year:

1 Repairs Works - Income (Rs. in Lakhs) For the year ended

March 31, 2016 For the year ended

March 31, 2015 - 632.31 - 54.20 - 686.51

2 Director's Remuneration (Rs. in Lakhs) For the year ended


March 31, 2015 - 24.00 - 24.00

100.49 100.49 Mr. Radha Krishnan K 0.85

101.34 148.49 3 Equipment Hire Charges (Rs. in Lakhs)



18.96 - 18.96

4 Interest paid on Inter Corporate Deposit Accepted (Rs. in Lakhs) For the year ended


March 31, 2015 12.98 16.22

150.46 224.51 163.44 240.74

5 Loans and Advances given (Rs. in Lakhs) For the year ended


March 31, 2015 149.90 273.00

- 153.00 149.90 426.00

ParticularsGOL Offshore LimitedGOL Ship Repair Limited

Total

ParticularsGOL Offshore LimitedTotal

Particulars

ParticularsMr. P. C. KapoorMr. Vijay Kumar

Mr. Ramnathan N Total

Bharati Infratech Projects Private Limited GOL Offshore LimitedTotal

Total

ParticularsGOL Offshore LimitedBharati Infratech Projects Private Limited



6 Loan and advances received back (Rs. in Lakhs) For the year ended


March 31, 2015 - 12.50 - 6.75 - 1,011.48 - 1,030.73

7 Loans/Intercorporate Deposit Accepted (Rs. in Lakhs) For the year ended


March 31, 2015 - 288.93 - 15.00 - 15.00 - 318.93

56



Rs. In Lakhs (2,20,769.00) (97,105.77)Nos. 5,02,98,942 5,02,98,942 Rs. 10.00 10.00 Rs. (438.91) (193.06)

Nos. 5,02,98,942 5,02,98,942 Rs. (438.91) (193.06)

ParticularsMr. Vijay KumarMr. P.C. KapoorGOL Offshore Limited

Total

Total

ParticularsBharati Infratech Projects Private Limited

Mr. Vijay KumarMr. P.C. Kapoor

Basic Earnings per share are calculated by dividing the Net Profit for the year attributable to Equity Shareholders by the weighted average number of Equity shares outstanding during the year.

For the purpose of calculating Diluted Earnings per share, the weighted average numbers of shares outstanding are adjusted for the effects of all dilutive potential equity shares from the exercise of options on un-issued share capital.

ParticularNet Profit after tax available for Equity ShareholdersWeighted Average No. of Ordinary Shares for Basic EPSThe Face Value per Ordinary Share

Earnings per share

EPS (Basic)Weighted Average No. of Ordinary Shares for Diluted EPS (same as Basic EPS as there are no dilutivepotential Equity Shares)EPS (Diluted)



57 Disclosure as required by AS 27 " Financial Reporting of Interests in Joint Ventures"


March 31, 2015 (i) Assets Fixed Assets 2,378.66 Non-current investments 4.05 Long-term loans and advances 217.17 Other non-current assets 1.58 Cash and bank balances 0.77 Short-term loans and advances 1.62 (ii) Liabilities Other long-term liabilities 2,529.23 Long-term provisions 0.04 Other current liabilities 53.67 Short-term provisions 5.00 (iii) Income - (iv) Expenses 8.59

Particular

The Company is holding 45.01% shareholding in Bengal Shipyard Limited (Bengal) as Joint Venture (JV) partner. The Company had also given loans and advances aggregating to Rs. 3,162.35 lakhs as on 31st March, 2016. Bengal is yet tostart its business operations and is in process of acquisition of land and construction of assets. Till 31st March 2015 Bengal has already spent Rs. 5,785/- Lakhs as pre- operative expenditure. To continue with this JV project, the Company isrequired to invest additional funds on continuous basis till the time project gets completed and start commercial activity. However, considering the progress of this JV project and the Company’s current financial position, the Companycannot put additional funds in this project , which is not going to provide returns, in near future. Considering the above referred matter and operational issues between JV partners, Financial Statements as on 31st March 2016 of Bengal are made not available to the Company. Hence, the Group consolidated financial statements doesnot include JV financial figures for the year ended 31st March, 2016 and also it is unable to provide the required disclosure as prescribed under AS 27 " Financial Reporting of Interest in Joint Venture”.Consolidated financial statement include proportionate share in the Asset, Liability, Income and Expenses, etc. in the Joint Venture to the extent of its shareholding based on unaudited standalone financial statement duly certified bymanagement as of 31st March 2015 as follows:



58Parent CompanyParticulars

Amount Rs in Lakhs Amount Rs in LakhsTerm Loan - Bank USD 2,00,00,000 12,627.03 2,00,00,000 12,518.16 Interest on term Loan Bank USD 34,98,634 2,188 48,03,025 3,108 Trade Payable and other liabilities

USD 88,866 58.95 3,51,343 219.91 SGD 21,52,851 1,058.01 20,78,785 944.60 NOK - - - -

EURO - - 3,93,883 263.53 GBP 61,040 58.04 61,040 56.43

Advance received from customers USD 10,76,90,000 40,043.77 10,76,90,000 40,043.77

59Parent Company


March 31, 2016 As at

March 31, 2015

0.00 28.00 later than one year and not later than five years - -

- - - 28.00

1314.02 1,389.87

Details on derivative instruments and unhedged foreign currency exposures:Foreign currency exposure at the year end not hedged by derivative instruments are given as under.

Currency As at 31st March, 2016 As at 31st March, 2015

not later than one yearlater than five years

T O T A L - Lease payments recognised in the Statement of Profit and Loss

In case of Sub-Subsidiary Company -Tebma Shipyards Limited, it has a disputed derivative contract with a non-CDR lender amounting to Rs 460 Lakhs (P.Y Rs 460 Lakhs). In the opinion of the Company, this disputed contract is not bindingon the Company. However as a prudent measure, the Company has made a general provision for the same.

Disclosure for Operating Leases under Accounting Standard 19 - "Leases":

The Company has entered into agreements for taking on lease various vessels and office premises under operating lease arrangements. The leases are non-cancellable and are ranging for a period of 11 months to 5 years and may berenewed for a further period based on mutual agreement of the parties. The lease agreements provide for an increase in the lease payments by 0 to 2 % every year.

Particulars

Future minimum lease payments



60

In terms of our Report attachedFor Damania & Varaiya For and on Behalf of the BoardFirm Reg. No. 102079WChartered Accountants



[President Finance and Company Secretary]Place: Mumbai Place: MumbaiDate: 8th September, 2016 Date: 8th September, 2016

The figures for the previous year have been arranged/rearranged/regrouped wherever considered necessary, to conform to this year’s classification.

Sr. No. Name of the Enterprise

As % of consolidated Net Assets Rs. in Lakhs As % of consolidated

Profit / (Loss) Rs. in Lakhs

I ParentBharati Shipyard Limited 115.15% (2,96,677.35) 81.39% (1,89,799.01)

II Indian Subsidiaries (including Sub Subsidiary) Advitya Urja Private Limited 0.00% (2.94) 0.00% (0.05) Dhanshree Properties Private Limited 0.23% (585.74) 0.00% 4.57 Natural Power Ventures Private Limited 0.63% (1,613.45) 0.00% 6.12 Nirupam Energy Projects Private Limited 0.01% (38.26) 0.00% (0.09) Nishita Mercantile Private Limited 0.00% (4.85) 0.00% (0.05) Premila Mercantile Private Limited 0.00% (0.02) 0.00% (0.05) Vishudh Urja Private Limited 0.00% (0.41) 0.00% (0.05) Pinky Shipyard Private Limited 0.15% (376.66) 0.15% (338.95) Tebma Shipyards Limited 4.20% (10,819.88) 2.47% (5,750.70)

III Minority Interest in all Subsidiaries -0.67% 1,722.85 1.21% (2,823.74) IV Indian Associate ( Investment as per Equity Method)

GOL Offshore Limited -19.68% 50,711.86 14.79% (34,483.78) V Indian Joint Venture Entity (Investment as per

proportionate consolidation method)Bengal Shipyard Limited -0.01% 35.34 0.00% - Total 100.00% (2,57,649.53) 100.00% (2,33,185.79)

Note:

As per our report of even dateFor Damania & Varaiya For and on behalf of the BoardFirm Reg. No. 102079WChartered Accountants


CA. Bharat Jain[Partner] V. GopalakrishnanMembership No. 100583 [President Finance and Company Secretary]Place: Mumbai Place: MumbaiDate: 8th September, 2016



Date: 8th September, 2016

Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiaries / Associate.

Net Assets i.e. Total Assets minus Total Liabilities Share in Profit /(Loss)

As matter referred in Note No 57 of the Consolidated financial statements, the financials statements of Joint Venture were not made available forconsolidation for the year ended 31st March 2016 and hence above referred details are compiled on the basis of unaudited financial statement of jointventure entity as on 31st March, 2015.

AG

Bab

(MA

PRO

1. N

Mu

2. N

GM VENUE

basaheb Da

ACCIA), O

OMINENT

Near Chha

useum of W

Near Lion G

E:

ahanukar H

Oricon Hous

T LANDMA

atrapati Shi

Western Indi

Gate

ROU

Hall, Mah

se, 6th Floo

ARK:

ivaji Mahar

ia)

UTE MAP FO

arashtra C

r, 12, K. Du

raj Vastu Sa

OR THE AG

Chember of

ubhash Mar

angrahalay

GM VENUE

f Commerc

rg, Kala Gh

ya (Formerl

E

ce, Industr

hoda, Fort, M

ly known a

ry & Agri

Mumbai- 40

as Prince of

iculture

00001.

f Wales

Important Communication to Shareholders The Ministry of Corporate Affairs, Government

of India (MCA) has taken “Green Initiative in the Corporate Governance” by allowing

paperless compliances by the companies. The MCA through its circular dated April 21, 2011

and April 29, 2011 has allowed the companies to send documents to their shareholders

electronically. BHARATI DEFENCE AND INFRASTRUCTURE LIMITED is concerned about the

environment and utilizes natural resources in a sustainable way. Re cognizing the spirit of

the circulars issued by the MCA and to support this Green Initiative, we propose to send

documents like the Notice convening the general meetings, financial statements, Directors’

Report, Auditors’ Report, etc to the email address provided by you / registered with your

depository or with the Company / Share Transfer Agent (RTA). We request you to kindly

register / update email address with your Depository Participant (DP) / Depository and in

case of shares in physical form, with our RTA (Link Intime India Private Limited), by

mentioning folio number, name (same as appears on share certificate) and contact details.

Physical copy of aforesaid documents will be provided upon receipt of request from

shareholders free of cost.

BHARATI DEFENCE AND INFRASTRUCTURE LIMITED CIN: L61100MH1976PLC019092

Registered Office: 302, Wakefield House, 3RD Floor,Sprott Road, Ballard Estate, Mumbai 400 001

Tel No:+91 2249666500 Fax:+91 49666549/50 E‐mail:[email protected] Website: www.bharatishipyard.com

ATTENDANCE SLIP

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL.

Joint shareholders may obtain additional slip at the venue of the meeting.

DP ID: Master Folio No:

Client ID:

NAME AND ADDRESS OF THE SHAREHOLDER: ________________________________________________________________________________________________________________________________________________________________________________________________

No. of Share(s) held:

I hereby declare my presence at the 39h ANNUAL GENERAL MEETING of the company to be held on Friday, the 30th day of September 2016 at 2.00 pm at Babasaheb Dahanukar Hall, Maharashtra Chamber of Commerce, Industry & Agriculture (MACCIA), Oricon House, 6th Floor, 12, K. Dubhash Marg, Kala Ghoda, Fort, Mumbai - 400 001,

Signature of the shareholder or proxy…………………………………………………………

…………………………………………………………………………………………………….cut here……………………………………………………………………………..........

BHARATI DEFENCE AND INFRASTRUCTURE LIMITED CIN: L61100MH1976PLC019092

Registered Office: 302, Wakefield House, 3RD Floor,Sprott Road, Ballard Estate, Mumbai 400 001

Tel No:+91 2249666500 Fax:+91 49666549/50 E‐mail:[email protected] Website: www.bharatishipyard.com

PROXY FORM

DP ID Master Folio No.

Client ID

I/We …………………………………………………………………………………………………………...................................................................... ……………………………………………………….being a Member/Members of Bharati Defence and Infrastructure Limited hereby appoint………………………………………………………………………………………………… …………………………………………………………………………………………………..or falling him …………………………………of ……………………………………………………………..or falling him …………………………………of………………………………..as my/our proxy to vote for me /us and on my/our behalf at the 38th ANNUAL GENERAL MEETING to be held on Friday, the 30th day of September 2016 at 2.00 pm at Babasaheb Dahanukar Hall, Maharashtra Chamber of Commerce, Industry & Agriculture (MACCIA), Oricon House, 6th Floor, 12, K. Dubhash Marg, Kala Ghoda, Fort, Mumbai ‐ 400 001, or any adjournment thereof. Signed this…………………………..day of……………………….2016. Signature of Member

Note: The proxy in order to be effective should be duly stamped, completed and signed and must be Deposited at the Registered Office at the Company not less than 48 hrs before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company.

Documents

39th ANNUAL REPORT - BSE Ltd. (Bombay Stock Exchange) · Tebma Shipyard Limited and Gol offshore Limited Sub Contract for Building of Ships, Repair work , Chartering the fleet owned