MIRA INFORM REPORT

Report Date :

10.12.2014

IDENTIFICATION DETAILS

Name :	PIPAVAV DEFENCE AND OFFSHORE ENGINEERING COMPANY LIMITED (w.e.f.29.09.2011)
Formerly Known As :	PIPAVAV SHIPYARD LIMITED (w.e.f.19.04.2005) PIPAVAV SHIP DISMANTLING AND ENGINEERING LIMITED
Registered Office :	Pipavav Port, Post Ucchaya, Via Rajula, Rajual – 365560, Gujarat
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	17.10.1997
Com. Reg. No.:	04-033193
Capital Investment / Paid-up Capital :	Rs. 7362.063 Millions
CIN No.: [Company Identification No.]	L35110GJ1997PLC033193
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the business of Ship Building and Fabrication includes Shipbuilding, Ship and Rig Repairs, Fabrication etc. and also Trading in Steel.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. Profitability of the company seems to be low during 2014. However, general financial position of the company seems to be decent. Trade relations are fair. Business is active. Payment terms are reported to be slow but correct. The company can be considered for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	Not Available

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DECLINED BY

MANAGEMENT NON CO-OPERATIVE

CONTACT NO.: 91-2794-286200

LOCATIONS

Registered Office :	Pipavav Port, Post Ucchaiya, Via Rajula, District Amreli, Rajual – 365560, Gujarat, India
Tel. No.:	91-2794-286200/ 201/ 661000
Fax No.:	91-2794-286373/ 661100
E-Mail :	contact@pipavavshipyard.com careers@pipavavshipyard.com company.secretary@pipavavshipyard.com nileshkmehta@gmail.com company.secretary@pipavavdoc.com
Website :	www.pipavavshipyard.com
Location :	Owned
Corporate office :	SKIL House, 209, Bank Street Cross Lane, Fort, Mumbai – 400023, Maharashtra, India
Tel. No.:	91-22-66199126/ 66199000
Fax No.:	91-22-67158099/ 22696022/ 22659939
SEZ Units / Plant 1:	Village Rampara – II, Taluka Rajula and Village Lunsapur, Taluka Jafrabad, District – Amreli – 365560, Gujarat, India
Plant 2 :	Pipavav Port, Post Ucchaiya, Via-Rajula, District Amreli – 365560, Gujarat, India

DIRECTORS

AS ON 31.03.2014

Name :	Mr. Nikhil Prataprai Gandhi
Designation :	Chairman
Address :	38, Sagar Villa, Bhulabahai Desai Road, Mumbai – 400026, Maharashtra
Date of Birth/Age :	25.04.1958
Qualification :	B.Com
Date of Appointment :	17.10.1997
Name :	Mr. Bhavesh Prataprai Gandhi
Designation :	Executive Vice Chairman
Name :	Mr. Ajai Vikram Singh
Designation :	Independent Director
Address :	Bafhsuri House, Jaipur Road, Ajmer-305001, Rajasthan, India
Date of Birth/Age :	04.07.1945
Date of Appointment :	15.07.2008
Name :	Mr. David Rasquinha
Designation :	Nominee Director, EXIM Bank, Independent Director
Date of Appointment :	25.04.2011
Name :	Mr. Ramunni Menon Premkumar
Designation :	Independent Director
Address :	101, Praneet, Dr. Jayant Palkar Marg, Worli, Mumbai-400030, Maharashtra, India
Date of Birth/Age :	16.08.1945
Date of Appointment :	15.07.2008
Name :	Mr. Samar Ballav Mohapatra
Designation :	Independent Director
Address :	C-15, DGS Co-Operative Housing Society, Plot No. 6, Sector 22, Dwarka, Delhi-110075, India
Date of Birth/Age :	18.06.1944
Date of Appointment :	15.07.2008
Name :	Mr. Nils Peter Sandehed
Designation :	Additional Director
Date of Appointment :	27.05.2013
Name :	Mr. Ashok Katra
Designation :	Nominee Director, IDBI Bank Ltd.
Name :	Mr. Ashok Kumar Sahoo
Designation :	Nominee Director, LIC of India
Name :	Mr. Lars Olov Rikard Lindgren
Designation :	Alternate Director to Mr. Nils Peter Sandehed (w.e.f. August 14, 2013)

KEY EXECUTIVES

Audit Committee :	v Mr. Ramunni Menon Premkumar, Chairman v Mr. Ajai Vikram Singh, Member v Mr. Bhavesh Prataprai Gandhi, Member v Mr. David Rasquinha, Member v Mr. Samar Ballav Mohapatra, Member
Name :	Mr. Praveen Chand Mohnot
Designation :	Chief Financial Officer
Name :	Mr. Ajit Dabholkar
Designation :	Corporate Counsel and Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2014

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	327621723	44.50
Sub Total	327621723	44.50
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	327621723	44.50
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	9724715	1.32
Financial Institutions / Banks	35084730	4.77
Insurance Companies	58465899	7.94
Foreign Institutional Investors	16783920	2.28
Sub Total	120059264	16.31
(2) Non-Institutions
Bodies Corporate	153182095	20.81
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	25845428	3.51
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	49053176	6.66
Any Others (Specify)	60444583	8.21
Clearing Members	290451	0.04
Trusts	123100	0.02
Non Resident Indians	1621951	0.22
Foreign Corporate Bodies	58407881	7.93
Foreign Nationals	1200	0.00
Sub Total	288525282	39.19
Total Public shareholding (B)	408584546	55.50
Total (A)+(B)	736206269	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	736206269	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl.No.	Name of the Shareholder	Details of Shares held		Encumbered shares (*)			Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total (A)+(B)+(C)	No	As a percentage	As a % of grand total (A)+(B)+(C) of sub-clause (I)(a)
1	Skil Infrastructure Limited	26,68,94,543	36.25	265789543	99.59	36.10	36.25
2	Skil Shipyard Holdings Private Limited	3,83,77,686	5.21	38377685	100.00	5.21	5.21
3	Grevek Investment And Finance Private Limited	2,23,49,494	3.04	22349494	100.00	3.04	3.04
	Total	32,76,21,723	44.50	326516722	99.66	44.35	44.50

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Life Insurance Corporation Of India	58465899	7.94	7.94
2	Il And Fs Maritime Infrastructure Company Limited	53423871	7.26	7.26
3	Saab Aktiebolag	24507881	3.33	3.33
4	Il And Fs Financial Services Limited	23217254	3.15	3.15
5	Sembcorp Marine Limited	17500000	2.38	2.38
6	Export- Import Bank Of India	16628000	2.26	2.26
7	Valiant Mauritius Partners Fdi Limited	16400000	2.23	2.23
8	IDBI Bank Limited	15916485	2.16	2.16
9	Jhunjhunwala Rakesh Radheshyam	15508375	2.11	2.11
10	Sneha Metals Private Ltd.	11500000	1.56	1.56
11	Smallcap World Fund Inc	9925000	1.35	1.35
12	Jhunjhunwala Rekha Rakesh	9550000	1.30	1.30
	Total	272542765	37.02	37.02

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Life Insurance Corporation Of India	58465899	7.94	7.94
2	Lic Of India Market Plus 1 Growth Fund	4930793	0.67	0.67
3	Lic Of India Market Plus Growth Fund	3644176	0.49	0.49
4	Lic Of India Profit Plus Growth Fund	944712	0.13	0.13
5	Lic Of India Samridhi Plus Fund	100000	0.01	0.01
6	Lic Of India Market Plus 1 Balanced Fund	100000	0.01	0.01
7	Il And Fs Maritime Infrastructure Company Limited	53423871	7.26	7.26
8	Il And Fs Financial Services Limited	23217254	3.15	3.15
	Total	144826705	19.67	19.67

Details of Locked-in Shares

Sl. No.	Name of the Shareholders	No. of Shares	Locked-in Shares as %
1	Saab Aktiebolag	2,45,07,881	3.33
2	Grevek Investment And Finance Private Limited	70,79,998	0.96
	Total	3,15,87,879	4.29

BUSINESS DETAILS

Line of Business :	Subject is engaged in the business of Ship Building and Fabrication includes Shipbuilding, Ship and Rig Repairs, Fabrication etc. and also Trading in Steel.
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

GENERAL INFORMATION

Suppliers :

Not Divulged

Customer :

Not Divulged

No. of Employees :

Information declined by the management

Bankers :

v Union Bank of India

v Industrial and Development Bank of India

v Export Import Bank of India

v Housing and Urban Development Corporation Limited

v Punjab National Bank

v State Bank of India

v Yes Bank Limited

v Oriental Bank of Commerce

v HDFC Bank Limited

v Dena Bank

Facilities :

SECURED LOANS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
LONG-TERM BORROWINGS
Rupee term loans from: Banks	16136.124	16812.191
Financial Institutions	3056.427	3422.727
Body Corporates	0.000	85.000
Vehicle Loans	3.876	3.076
SHORT TERM BORROWINGS
Banks	3000.000	2900.000
Financial Institutions	1500.000	1500.000
Body Corporates	0.000	216.200
Total	23696.427	24939.194

Banking Relations :	--
Statutory Auditors :
Name :	Chaturvedi and Shah Chartered Accountants
Internal Auditors :
Name :	M.A. Shah and Company Chartered Accountants
Subsidiary Company :	PDOC Pte. Limited E Complex Private Limited Pipavav Marine and Offshore Limited Pipavav Lighter Than Air Systems Private Limited (w.e.f. March 18, 2014)
Associates :	SKIL Infrastructure Limited (formerly Horizon Infrastructure Limited) Conceptia Software Technologies Private Limited
Enterprises in which key managerial personnel or their relatives are able to exercise significant influence :	Grevek Investments and Finance Private Limited Awaita Properties Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000000	Equity Shares	Rs. 10/- each	Rs. 10000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
736206269	Equity Shares	Rs. 10/- each	Rs. 7362.063 Millions

Reconciliation of equity shares outstanding at the beginning and at the end of the year

Particulars	As at March 31, 2014
	No. of Shares	Rs. In Millions
No. of shares at the beginning of the year	701198388	7011.984
Add: Shares issued during the year on conversion of debentures	24507881	245.079
Add: Shares issued during the year on conversion of warrants	10500000	105.000
No. of shares at the end of the year	736206269	7362.063

Shareholders holding more than 5% Shares in the Company

Shares held by	As at March 31, 2014
	No. of Shares	% Holding
SKIL Infrastructure Limited (formerly Horizon Infrastructure Limited)	267,037,043	36.27%
Life Insurance Corporation of India	58,465,899	7.94%
SKIL Shipyard Holdings Private Limited	38,377,686	5.21%
IL & FS Marine Infrastructure Company Limited	53,423,871	7.26%

Terms and Rights attached to Equity Shares

The Company has only one class of Equity Share having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the equity shareholders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	7362.063	7011.984	6911.984
(b) Reserves & Surplus	16006.725	13444.583	12477.373
(c) Money received against share warrants	0.000	204.750	399.750
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	23368.788	20661.317	19789.107
(3) Non-Current Liabilities
(a) long-term borrowings	20746.335	21505.201	10017.722
(b) Deferred tax liabilities (Net)	946.848	751.175	624.633
(c) Other long term liabilities	1427.069	1424.753	1943.659
(d) long-term provisions	27.838	10.089	9.986
Total Non-current Liabilities (3)	23148.090	23691.218	12596.000
(4) Current Liabilities
(a) Short term borrowings	25510.540	21519.455	17231.958
(b) Trade payables	2820.444	3024.780	4339.984
(c) Other current liabilities	15956.546	8285.837	5392.276
(d) Short-term provisions	5170.103	2480.204	240.149
Total Current Liabilities (4)	49457.633	35310.276	27204.367
TOTAL	95974.511	79662.811	59589.474
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	27109.220	26929.033	22013.109
(ii) Intangible Assets	40.868	43.912	28.123
(iii) Capital work-in-progress	31392.888	21866.908	5653.586
(iv) Intangible assets under development	184.657	0.000	0.000
(b) Non-current Investments	206.074	205.974	205.026
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	5298.440	5404.713	6160.476
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	64232.147	54450.540	34060.320
(2) Current assets
(a) Current investments	0.000	45.000	90.000
(b) Inventories	2309.430	1628.045	3391.019
(c) Trade receivables	13512.396	8959.910	9094.209
(d) Cash and cash equivalents	3841.538	3754.353	2782.525
(e) Short-term loans and advances	4113.086	2397.134	3395.406
(f) Other current assets	7965.914	8427.829	6775.995
Total Current Assets	31742.364	25212.271	25529.154
TOTAL	95974.511	79662.811	59589.474

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	22789.932	25864.681	18670.647
		Other Income	400.831	265.618	244.024
		TOTAL (A)	23190.763	26130.299	18914.671
Less	EXPENSES
		Cost of Materials Consumed	2666.558	2801.607	4987.797
		Purchases of Stock-in-Trade	4769.056	10693.989	5166.225
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	13.172	25.120	11.302
		Employees benefits expense	568.494	530.949	457.809
		Other expenses	8625.114	6463.309	3928.807
		TOTAL (B)	16642.394	20514.974	14551.940
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		6548.369	5615.325	4362.731
Less	FINANCIAL EXPENSES (D)		4652.081	3974.596	2576.818
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1896.288	1640.729	1785.913
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1617.040	1226.977	1058.917
	PROFIT BEFORE TAX (E-F) (G)		279.248	413.752	726.996
Less	TAX (H)		195.673	126.542	541.838
	PROFIT AFTER TAX (G-H) (I)		83.575	287.210	185.158
	EARNINGS IN FOREIGN CURRENCY
		Ship Building and Ship Builders	2720.531	4275.585	11989.663
		Rig Repairs and Fabrication	832.939	1108.833	18.098
	TOTAL EARNINGS		3553.470	5384.418	12007.761
	IMPORTS
		Raw Materials and Components	1817.187	1780.578	4416.794
		Stores & Spares	0.565	71.478	81.054
		Capital Goods	155.501	221.232	40.499
	TOTAL IMPORTS		1973.253	2073.288	4538.347
	Earnings Per Share (Rs.)		0.11	0.41	0.27

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	0.37	1.11	0.99
Net Profit Margin (PBT/Sales)	(%)	28.73	21.71	23.37
Return on Total Assets (PBT/Total Assets}	(%)	0.44	0.72	1.35
Return on Investment (ROI) (PBT/Networth)		0.01	0.02	0.04
Debt Equity Ratio (Total Debt/Networth)		1.98	2.08	1.38
Current Ratio (Current Asset/Current Liability)		0.64	0.71	0.94

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	6911.984	7011.984	7362.063
Reserves & Surplus	12477.373	13444.583	16006.725
Money received against share warrants	399.750	204.750	0.000
Net worth	19789.107	20661.317	23368.788
long-term borrowings	10017.722	21505.201	20746.335
Short term borrowings	17231.958	21519.455	25510.540
Total borrowings	27249.680	43024.656	46256.875
Debt/Equity ratio	1.377	2.082	1.979

=

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	18670.647	25864.681	22789.932
		38.531	(11.888)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	18670.647	25864.681	22789.932
Profit	185.158	287.210	83.575
	0.99%	1.11%	0.37%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT

Particulars	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
Current maturities of long term debts	5296.796	4881.091	2850.319

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10464162	26/11/2013	2,500,000,000.00	IDBI BANK LIMITED	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B91112615
2	10438901	28/06/2013	1,250,000,000.00	ORIENTAL BANK OF COMMERCE	LARGE CORPORATE BRANCH, 18TH FLOOR, MAKER TOWER, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B80403488
3	10399851	24/12/2012	400,000,000.00	ORIENTAL BANK OF COMMERCE	LARGE CORPORATE BRANCH, 18TH FLOOR, MAKER TOWER-E, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B66744475
4	10390156	07/11/2012	3,750,000,000.00	YES BANK LIMITED	9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA, DR.  ANNIE BESANT ROAD, WORLI, MUMBAI, MAHARASHTRA -  400018, INDIA	B63363246
5	10389495	06/11/2012	1,500,000,000.00	IDBI BANK LIMITED	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B63152938
6	10389772	06/11/2012	3,750,000,000.00	YES BANK LIMITED	9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA, DR.  ANNIE BESANT ROAD, WORLI, MUMBAI, MAHARASHTRA -  400018, INDIA	B63256267
7	10392637	26/10/2012	1,500,000,000.00	HOUSING DEVELOPMENT FINANCE CORPORATION LIMITED	RAMON HOUSE 169BACKBAY RECLAMATION, H T PAREKH MARG, MUMBAI, MAHARASHTRA - 400020, INDIA	B64394588
8	10387619	19/10/2012	12,970,000,000.00	IL & FS TRUST COMPANY LIMITED	IL & FS FINANCIAL CENTRE, PLOT NO C22, G BLOCK, BANDRA KURLA COMPLEX BANDRA EAST, MUMBAI, MAHARASHTRA - 400051, INDIA	B62406889
9	10374900	14/07/2012	3,000,000,000.00	DENA BANK	DENA CORPORATE CENTRE, CORPORATE BUSINESS BRANCH,  C 10, G BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI, MAHARASHTRA - 400051, INDIA	B57439796
10	10319152	24/11/2011	2,000,000,000.00	EXPORT IMPORT BANK OF INDIA	CENTRE ONE BUILDING, 21 FLOOR, WORLD TRADE CENTRE,  COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B25851148
11	10322853	20/04/2012 *	500,000,000.00	UNION BANK OF INDIA	IFB BRANCH,FIRST FLOOR,UNION BANK BHAVAN, 239 VIDHAN BHAVAN MARG, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B40997629
12	10309462	16/09/2011	1,500,000,000.00	ORIENTAL BANK OF COMMERCE	181-A , MAKER TOWER "E",18TH FLOOR, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B22227276
13	10298087	21/03/2012 *	550,000,000.00	YES BANK LIMITED	9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA, DR.  ANNIE BESANT ROAD, WORLI, MUMBAI, MAHARASHTRA -  400018, INDIA	B37329745
14	10208228	09/03/2010	3,770,000,000.00	IL & FS TRUST COMPANY LIMITED	IL & FS FINANCIAL CENTREPLOT NO C22 G BLOCK BANDRA, KURLA COMPLEX BANDRA EAST, MUMBAI, MAHARASHTRA - 400051, INDIA	A81621815
15	10134372	10/01/2014 *	44,448,500,000.00	STATE BANK OF INDIA	OVERSEAS BRANCH, 2ND FLOOR, ARCADE, WORLD TRADE  CENTRE, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B95631909
16	10121301	30/12/2008 *	5,500,000,000.00	IL & FS TRUST COMPANY LIMITED	IL & FS FINANCIAL CENTREPLOT NO C22 G BLOCK BANDRA, KURLA COMPLEX BANDRA EAST, MUMBAI, MAHARASHTRA - 400051, INDIA	A54949516
17	10026389	24/02/2009 *	600,000,000.00	EXPORT-IMPORT BANK OF INDIA	CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTR  E COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	A58471640
18	10003957	24/02/2009 *	200,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	A58101528
19	90108151	27/09/2010 *	500,000,000.00	IL&FS FINANCIAL SERVICES LIMITED	II & FS FINANCIAL CENTRE PLOT NO C-22 G BLOCK, BAN  DRA KURLA COMPLEX BANDRE, MUMBAI, MAHARASHTRA -  400051, INDIA	A98227507
20	90110993	24/02/2009 *	2,710,000,000.00	HOUSING & URBAN DEVELOPMENT CORPORATION LIMITED	GRUH NIRMAN, 4TH FLOOR, ASHRAM ROAD, AHMEDABAD,  GUJARAT - 380009, INDIA	A59590836

* Date of charge modification

UNSECURED LOANS

UNSECURED LOANS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
LONG-TERM BORROWINGS
Inter Corporate Deposit from Related Party	1549.908	1182.207
SHORT TERM BORROWINGS
From Banks	8931.034	11413.861
Total	10480.942	12596.068

OPERATIONS

During the year, the Company has recorded total revenue of Rs. 23190.800 Millions as compared to the total revenue of Rs. 26130.300 Millions during the previous financial year. The Companyhas earned operating profit i.e. Profit before Depreciation, Interest and Tax of Rs.6147.500 Millions for the year against Rs.5349.700 Millions for the previous year.

The detailed information on all business activities of the Company is provided in the Management Discussion and Analysis Report, annexed hereto.

FUTURE OUTLOOK

The global economy is showing positive signs of improvement and is expected to grow at 3.9% in 2015, higher than the levels of 2013 and 2014 with faster growth expected in the US, Japan and Emerging Markets. This strengthens the outlook for the shipbuilding, offshore and defence industries.

The Company is positioned to address the requirements of domestic and international clients in both defence and Hydrocarbon EPC segments. The Company has won multiple orders from the Ministry of Defence (MoD), leveraging its competences and infrastructure. The Company also expects the offshore segment to pick up further and expect major orders from large global player in the oil and gas space as the world energy requirements increases and it becomes necessary to replace old Hydrocarbon E&P assets with new ones.

Following the transformation into a defence and Hydrocarbon EPC focused Company, The Company expects accelerated production in FY 2014-15. Having received orders from the MoD and global offshore giants, the Company is gaining recognition as a global leader in manufacturing of defence and Hydrocarbon E&P assets

and expects to see stronger visibility going forward.

Capitalizing on defence opportunities, the Company is bidding for projects such as Landing Platform Docks, Antisubmarine Warfare Shallow Water Crafts, Fleet Support Vessels, Diving Support Vessels etc., for the Indian Navy. The Company is also a frontrunner in building LNG Carriers and looks forward to other such opportunities in the Hydrocarbon EPC sector.

CONTINGENT LIABILITIES:

Particulars	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
a) Guarantees given by Company’s Bankers
i) Refund Bank Guarantees given to customers (Net of liabilities accounted for)	9839.632	11494.376
ii) Other Bank Guarantees (Bank Guarantees are provided under Contractual/ Legal obligations.)	2735.884	2891.731
Corporate Guarantee (Given to Banks, Financial Institutions and Body Corporates for credit facilities taken by subsidiary companies)	5267.769	0.000
b) Demands not acknowledged as Debts
i) Income Tax (The Company has deposited under protest Rs.32.151 Millions (Previous Year Rs.32.151 Millions) out of total demand)	419.054	116.521
ii) Service Tax and Excise Duty (Relates to disallowance of CENVAT Credit and VAT Credit taken by the Company)	243.836	232.788
iii) Third Party Claims (Relates to demand raised by vendor)	488.398	514.862
c) Letters of Credit opened in favour of suppliers (Cash Flow is expected on receipt of materials from Suppliers)	427.203	718.904

STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED ON 30.09.2014

Particulars	Quarter Ended		Six Months Ended
	30.09.2014	30.06.2014	30.09.2014
	Unaudited	Unaudited	Unaudited
Net Sales / Income from Operations
Other Operating Income	2081.736	3155.336	5237.072
Net Sales / Income from operations ( Net of Excise Duty)	39.764	9.368	49.132
Total	2121.500	3164.704	5286.204
Expenditure
Cost estimated for Revenue Recognised	123.786	429.744	553.530
Other Expenses	816.501	590.191	1406.692
Raw Material Consumed	314.603	105.418	420.021
Purchase Stock-in-trade	124.336	180.401	304.737
Employee Benefit Expenses	141.149	158.997	300.146
Changes in inventories of finished goods, wip and Stock-in-trade	(8.603)	(1.572)	(10.175)
Depreciation and Amortisation expense	133.882	503.837	637.719
Labour & fabrication Charges	212.006	296.511	508.517
Total	1857.660	2263.527	4121.187
Profit from Operations before Other Income, Interest and Exceptional Items	263.840	901.177	1165.017
Other Income	41.407	120.040	161.447
Profit before Interest and Exceptional Items	305.247	1021.217	1326.464
Interest	1063.549	947.020	2010.569
Profit after Interest but before Exceptional Items	(758.302)	74.197	(684.105)
Exceptional Items	--	---	--
Profit on sale of non current Investment	(758.302)	74.197	(684.105)
Tax	(75.006)	18.563	(56.443)
Net Profit (+)/ Loss (-) from Ordinary Activities after Tax	(683.296)	55.634	(627.662)
Extraordinary Items	--	--	--
Net Profit	(683.296)	55.634	(627.662)
Equity Capital
Face Value (in Rs10/-)	7362.063	7362.063	7362.063
Reserves
EPS before Extraordinary items (in Rs)	(0.93)	0.08	(0.85)
EPS after Extraordinary items (in Rs)	(0.93)	0.08	(0.85)
PARTICULARS OF SHAREHOLDINS
Number of Public Shareholding	408584546	408442046	408584546
Percentage of Public Shareholding	55.50	55.48	55.50
Promoters and Promoter Group Shareholding
Pledged / Encumbered
Number of Shares	326516722	326659222	326516722
Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	99.66	99.66	99.66
Percentage of Shares (as a% of the total share capital of the company)	44.35	44.37	44.35
Non-encumbered
Number of Shares	1105001	1105001	1105001
Percentage of Shares (as a% of the total shareholding of promoter & prom group)	0.34	0.34	0.34
Percentage of Shares (as a % of the total share capital of the company)	0.15	0.15	0.15

Particulars	Quarter ended on 30.09.2014
Preceding at the beginning of the quarter	--
Received during the quarter	20
Disposed off during the quarter	20
Remaining unresolved at the end of the quarter	--

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

SOURCES OF FUNDS	30.09.2014
	Unaudited
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	7362.063
(b) Reserves & Surplus	15367.326
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	22729.389
(3) Non-Current Liabilities
(a) long-term borrowings	24141.318
(b) Deferred tax liabilities (Net)	884.362
(c) Other long term liabilities	1597.669
(d) long-term provisions	35.568
Total Non-current Liabilities (3)	26658.917
(4) Current Liabilities
(a) Short term borrowings	25479.293
(b) Trade payables	2771.499
(c) Other current liabilities	14548.210
(d) Short-term provisions	5725.059
Total Current Liabilities (4)	48524.061
TOTAL	97912.367
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	62321.680
(ii) Intangible Assets	0.000
(iii) Capital work-in-progress	0.000
(iv) Intangible assets under development	0.000
(b) Non-current Investments	207.374
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	5623.276
(e) Other Non-current assets	0.000
Total Non-Current Assets	68152.330
(2) Current assets
(a) Current investments	0.000
(b) Inventories	3382.803
(c) Trade receivables	12554.839
(d) Cash and cash equivalents	2883.972
(e) Short-term loans and advances	4587.675
(f) Other current assets	6350.748
Total Current Assets	29760.037
TOTAL	97912.367

STANDALONE SEGMENT REVENUE, RESULTS AND CAPITAL EMPLOYED

Sr. No.	Particular	Quarter Ended		Six months ended
		30.09.2014	30.06.2014	30.09.2014
		Audited	Audited	Audited
1.	Segment Revenue
	Ship Building and Fabrication	1995.938	2982.467	4978.405
	Trading	125.562	182.237	307.799
	TOTAL	2121.500	3164.704	5286.204
	Less: Inter Segment Revenue	--	---	--
	Net Sales/Income From Operations	2121.500	3164.704	5286.204
1.	Segment Revenue
	Ship Building and Fabrication	366.055	1000.879	1366.934
	Trading	1.226	1.836	3.062
	TOTAL	367.281	1002.715	1369.996
	Less:
	Finance cost	1063.549	947.020	2010.569
	Other unallocated expenditure	62.034	(18.502)	43.532
	TOTAL PROFIT BEFORE TAX	(758.302)	74.197	(684.105)
3.	CAPITAL EMPLOYED
	(Segment Assets-Segment Liabilities)
	Ship Building and Fabrication	77907.533	75489.592	77907.533
	Trading	2014.515	2063.491	2014.515
	Unallocated	(57192.659)	(54385.499)	(57192.659)
	TOTAL	22729.389	23167.584	22729.389

NOTE :

• The above results have been reviewed by the Audit Committee and taken on record by the Board of Directors at its meeting held on November 14, 2014, and approved for release.

• The Statutory Auditors of the Company have carried out a Limited Review of the above Financial Results in accordance with the Clause 41 of the Listing Agreement.

• The Company is pursuing to tie-up balance funds in order to achieve progress on continuous basis for its Capex plans. The Company is in discussions with Joint Lenders Forum (JLF) with regard to review of various financial facilities and reassessment required and the same is under consideration by JLF.
  
  
• In respect of vessels other than commercial vessels, including offshore support vessels, the Company accounts the contract revenue and expenses based on the proportionate completion of contract as certified by technical experts. With an aim to allocate the profit on the said contract to whole of the contract period a provision for proportionate cost to be incurred has been made and charged to statement of profit and loss as "cost estimated for revenue recognised".

• In respect of Trade Receivables outstanding for more than six months, there have been recoveries during the period and management is of the view that the receivables are good and no provision for doubtful debts is required.

• In view of notification no G.S.R. 627(E) dated 29th August 2014 issued by Ministry of Corporate Affairs, the Company has technically evaluated useful life of the certain fixed assets and provided depreciation based on such useful life w.e.f. April 1, 2014. Accordingly depreciation for the quarter ended 30th September, 2014 is the balancing figure between the depreciation for the half year ended 30th September 2014 and Depreciation already provided for the quarter ended 30th June 2014. The depreciation of Rs. 11.737 Millions (net of deferred tax) on account of assets whose useful life already exhausted as on 1 st April, 2014 have been adjusted against the retained earnings.

• Other Expenditure includes reversal of subsidy receivables of Rs. 256.833 Millions and Rs. 429.229 Millions for the quarter and half year ended 30th September 2014.

• Subsequent to the quarter end Pipavav Engineering and Defence Services Limited has become wholly owned subsidiary of the Company.
• The above results are prepared in accordance with the recognition and measurement principles laid down in Accounting Standard (AS)-25 - "Interim Financial Reporting" as those followed in previous years.

• Previous quarter / year figures have been reworked, regrouped, rearranged and reclassified, wherever necessary, to make them comparable with the current period.

FIXED ASSETS:

· Plant and Machinery

· Buildings

· Furniture and Fixtures

· Computers

· Office Furniture and Equipments

· Vehicles

· Leasehold Land

· Computer Software

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 61.87
UK Pound	1	Rs. 96.90
Euro	1	Rs. 76.29

INFORMATION DETAILS

Information Gathered by :	SVA
Analysis Done by :	RAS
Report Prepared by :	SNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.