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Historical Background

Prior to our Company being initially incorporated as a limited company, we were engaged in the business of operating shipbuilding and repair workshops since 1884 as an unincorporated entity. We were incorporated as “Garden Reach Workshops Limited” on February 26, 1934 under the Companies Act, 1913 with the Registrar of Companies, Calcutta. Our Company changed its name to “Garden Reach Workshops Private Limited” on November 5, 1957. In the year 1960, our Company was acquired by the GoI and since then the share capital of our Company is wholly owned by the President of India along with its nominees from time to time. Thereafter, our Company changed its name to “Garden Reach Workshops Limited” on November 30, 1961 pursuant to the acquisition of our Company by the GoI. The name of our Company was again changed from “Garden Reach Workshops Limited” to “Garden Reach Shipbuilders & Engineers Limited” on December 31, 1976 pursuant to the certificate of incorporation issued by the Registrar of Companies, West Bengal. Our Company became a public company pursuant to a special resolution of the shareholders at an Annual General Meeting held on August 25, 2017. For further details, including details of change in Registered Office of our Company, see “History and Certain Corporate Matters” on page 164 of this Draft Red Herring Prospectus.

Registered and Corporate Office

Garden Reach Shipbuilders & Engineers Limited
43/46, Garden Reach Road
Kolkata – 700 024
West Bengal, India
Tel: +91-33- 24698100-8113
Fax: +91-33-24698150
Email Id: co.sec@grse.co.in
Website: www.grse.in
Corporate Identity Number: U35111WB1934GOI007891
Registration Number: 007891

For details of changes in the name and Registered Office of our Company, see “History and Certain Corporate Matters – Changes in the Registered Office” on page 164.

Address of the Registrar of Companies

Our Company is registered with the RoC, West Bengal situated at Nizam Palace, 2nd MSO Building, 2nd floor, 234/4, A.J.C.B. Road, Kolkata – 700020, West Bengal, India.

HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company
Prior to our Company being initially incorporated as a limited company, we were engaged in the business of operating shipbuilding and repair workshops since 1884 as an unincorporated entity. We were incorporated under the name and style of “Garden Reach Workshops Limited” on February 26, 1934 with the Registrar of Companies, Calcutta vide certificate of incorporation No. 7891 under the applicable provisions of the Companies Act, 1913. The word ‘Private’ was added to the name of our Company and the name of our Company became “Garden Reach Workshops Private Limited” and a fresh certificate of incorporation was issued dated November 5, 1957 by the Registrar of Companies, West Bengal pursuant to the shareholders resolution passed in the general meeting held on July 12, 1957. In the year 1960, our Company was acquired by the GoI and since then the share capital of our Company is wholly owned by the President of India along with its nominees from time to time. The word ‘Private’ was deleted from the name of our Company by the Registrar of Companies, West Bengal on November 30, 1961 pursuant to the shareholders resolution passed in the general meeting held on March 28, 1961 and the name of our Company become “Garden Reach Workshops Limited” and the status of our Company was changed from ‘private limited company’ to ‘deemed public limited company’ under the provision of Section 43(1A) of the Companies Act, 1956 with effect from January 8, 1976. The name of our Company was again changed from “Garden Reach Workshops Limited” to “Garden Reach Shipbuilders & Engineers Limited”, as mentioned in the fresh certificate of incorporation issued on December 31, 1976 pursuant to the shareholders resolution passed in the general meeting held on December 18, 1976. The Company was converted into a public limited company pursuant to the shareholders resolution passed in the Annual General Meeting held on August 25, 2017 and a fresh certificate of incorporation dated November 17, 2017 was issued by the Registrar of Companies, West Bengal. Our Company as on date is registered as a government company (public company) as “Garden Reach Shipbuilders & Engineers Limited” under CIN U35111WB1934GOI007891.

Changes in the Registered Office
The Registered Office of our Company was changed from 2, Fairlie Place, Calcutta, West Bengal to its present location at 43/46 Garden Reach Road, Kolkata – 700 024, West Bengal with effect from April 1, 1961 pursuant to the shareholders resolution passed in the extra ordinary general meeting dated March 28, 1961 due to takeover of our Company by the GoI which resulted in the change in the management of our Company.

Other Units
Apart from the Registered Office of our Company which is the Main Unit, our Company has certain other units and offices, the details of which are referred to in the section titled “Our Facilities” on page no. 150 of the chapter Our Business. 

Main objects of our Company
The main objects contained in the Memorandum of Association of our Company are as follows:

“To Acquire undertaking etc. To acquire and take over as a going concern the business carried on at Calcutta and elsewhere of the Garden Reach Shipbuilders & Engineers and all or any of the assets and liabilities of the proprietors thereof in connection therewith, and with a view thereto to enter into the Agreement referred to in Article 3 of our Company’s Articles of Association and to carry the same into effect, with or without modification.”
“Dock Owners etc. To carry on all or any of the business or proprietors of docks, wharves, jetties, piers, workshops and warehouses and of shipowners, shipbuilders, ship- wrights, engineers, dredgers, tug and barge owners, lightermen, wharfingers, warehousemen, ship-breakers, ship-repairers, freight contractors, carriers by land sea and air, forwarding agents and general trades.”
“Colliery Proprietors. To carry on the trades or business of colliery proprietors, coal dealers, coke manufacturers, oil refiners, miners, smelters, engineers, lime burners and manufactures and cement manufactures, in all their respective branches.”
“Minerals. To search for, get, work, make merchantable, buy, sell and deal in oil, coal, coke, ironstone, limestone, lime, brickearth, bricks, pipes, tiles, fireclay, fire-bricks and other metals, minerals and substances, and to manufacture and sell patent fuel.”
“Electric Engineers and Contractors. To carry on the business of electric engineers, and contractors, suppliers of electricity, electric manufacturers of, and dealers in, railway, tramway, electric, magnetic, galvanic and other apparatus, mechanical engineers, suppliers of light, heat, sound and power, and to acquire any inventions, etc. and to construct railways and tramways, and work the same by steam, gas, oil, electricity, or other power.”
“Mechanical Engineers etc. To carry on the business of iron founders, mechanical engineers and manufacturers of agricultural implements and other machinery, tool makers, brass-founders, metal workers, boiler-makers, mill-wrights, machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, electrical engineers, water supply engineers, gas makers, farmers, painters, carriers and merchants, and to buy, sell, manufacture, repair, convert, alter, let  or hire, and deal in machinery, implements, rolling-stock, and hardware of all kinds, and to carry on any other business (manufacturing or otherwise) which may seem to be Company capable of being conveniently carried or in connection with the above, or otherwise calculated, directly or indirectly, to enhance the value of any of our Company’s property and rights for the time being.”
The existing and proposed activities of our Company are and shall be within the scope of the objects clause of the Memorandum of Association.

Amendments to our Memorandum of Association
Set out below are the amendments to our Memorandum of Association since the incorporation of our Company:

Date of Shareholders’ Resolution

Nature of amendment

July 12, 1957

The name of our Company was changed from ‘Garden Reach Workshops Limited’ to ‘Garden Reach Workshops Private Limited’ by the RoC with effect from November 5, 1957.

March 28, 1961

The Registered Office of our Company was changed from 2, Fairlie Place, Calcutta, West Bengal to its present location at 43/46 Garden Reach Road, Kolkata – 700024, West Bengal with effect from April 1, 1961.

March 28, 1961

The name of our Company was changed from Garden Reach Workshops Private Limited to Garden Reach Workshops Limited by the RoC with effect from November 30, 1961.

May 6, 1971

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹30 million divided into 300,000 equity shares of ₹100 each to ₹50 million divided into 500,000 equity shares of ₹100 each.

July 20, 1973

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹50 million divided into 500,000 equity shares of ₹100 each to ₹70 million divided into 700,000 equity shares of ₹100 each.

June 13, 1975

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹70 million divided into 700,000 equity shares of ₹100 each to ₹100 million divided into 1,000,000 equity shares of ₹100 each.

August 9, 1976

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹100 million divided into 1,000,000 equity shares of ₹100 each to ₹150 million divided into 1,500,000 equity shares of ₹100 each.

December 18, 1976

The name of our Company was changed from Garden Reach Workshops Limited to Garden Reach Shipbuilders & Engineers Limited by the RoC with effect from December 31, 1976.

August 11, 1977

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹150 million divided into 1,500,000 equity shares of ₹100 each to ₹170 million divided into 1,700,000 equity shares of ₹100 each.

September 28, 1977

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹170 million divided into 1,700,000 equity shares of ₹100 each to ₹200 million divided into 2,000,000 equity shares of ₹100 each.

September 23, 1978

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹200 million divided into 2,000,000 equity shares of ₹100 each to ₹230 million divided into 2,300,000 equity shares of ₹100 each.

September 4, 1980

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹230 million divided into 2,300,000 equity shares of ₹100 each to ₹254 million divided into 2,540,000 equity shares of ₹100 each.

September 25, 1981

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹254 million divided into 2,540,000 equity shares of ₹100 each to ₹279 million divided into 2,790,000 equity shares of ₹100 each.

November 8, 1982

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹279 million divided into 2,790,000 equity shares of ₹100 each to ₹380 million divided into 3,800,000 equity shares of ₹100 each.

September 23, 1985

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹380 million divided into 3,800,000 equity shares of ₹100 each to ₹500 million divided into 5,000,000 equity shares of ₹100 each.

November 28, 1987

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹500 million divided into 5,000,000 equity shares of ₹100 each to ₹1,000 million divided into 10,000,000 equity shares of ₹100 each.

September 26, 1989

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹1,000 million divided into 10,000,000 equity shares of ₹100 each to ₹1,100 million divided into 11,000,000 equity shares of ₹100 each.

June 28, 1990

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹1,100 million divided into 11,000,000 equity shares of ₹100 each to ₹1,200 million divided into 12,000,000 equity shares of ₹100 each.

September 25, 1992

Clause V of the Memorandum of Association was amended to reflect the increase in authorized share capital from ₹1,200 million divided into 12,000,000 equity shares of ₹100 each to ₹1,250 million divided into 12,500,000 equity shares of ₹100 each.

August 25, 2017

Clause V of the Memorandum of Association was amended to reflect the sub-division of shares from ₹100/- per share to ₹10/- per share.