GRSE is a shipbuilding company in India under the administrative control of the MoD, primarily catering to the shipbuilding requirements of the Indian Navy and the Indian Coast Guard.  GRSE derives a significant majority of its revenue from its shipbuilding division, which has contributed 94.14%, 90.13%, 92.19% and 94.76% to GRSE’s gross revenue in fiscals 2018, 2017, 2016 and 2015 respectively. In addition to its ship and warship building capabilities, GRSE is also engaged in engine production and other engineering activities. The engineering division manufactures deck machinery items, pre-fabricated portable steel bridges and marine pumps.

In 1934, GRSE was incorporated under the Indian Companies Act, 1913, and was later acquired by the Government of India from Macneill & Barry Limited on May 19, 1960. Shortly after becoming a CPSE in 1960, GRSE built India’s first indigenous warship–the INS Ajay, in the year 1961.

Over the years, GRSE has developed capabilities for in-house design and shipbuilding and has made considerable contributions to the indigenous warship construction programme of our country. The shipbuilding product line extends its span from technologically sophisticated Frigates and Corvettes to Fast Patrol Vessels. In last five decades, GRSE has built and delivered ships ranging from small to large and advanced vessels, including frigates, anti-submarine warfare corvettes, missile corvettes, landing ship tanks, landing craft utilities, survey vessels, fleet replenishment tankers, fast patrol vessels, offshore patrol vessels, inshore patrol vessels, WJ-FAC, hover crafts and fast interceptor boats for the Indian Navy, Indian Coast Guard, MHA and governments of other countries. GRSE has built and supplied more than 750 vessels to carry men and material for the surveillance of the coast line. Over the years, the company has responded to the varied shipbuilding requirements of the Indian Defence Services and has evolved from building simpler vessels to building larger and technically advanced warships.

Presently, GRSE has 3 separate facilities for shipbuilding, all of which are located in close vicinity of each other in Kolkata, India. The ships are built at the Main Works Unit and the Rajabagan Dockyard. The third facility, the FOJ Unit is primarily used for fitting out and repair of ships. The Rajabagan Dockyard was acquired from Central Inland Water Transport Corporation Limited in the year 2006. The DEP Unit is engaged in the testing and overhauling of marine propulsion engines and assembly of semi-knocked down units of diesel engines, while the Engineering segment is engaged in the manufacturing and fabrication of portable steel bridges, deck machineries for ships and marine pumps.

Over the years, GRSE has been credited with many firsts in the Indian shipbuilding industry. For instance, it is the first Indian shipyard to integrate carbon composite superstructures with steel hulls for the construction of its third ASW Corvette for the Indian Navy, which resulted in a reduction in weight and increased stability of ships. Amongst other achievements, in 2000, GRSE became the first and the only Indian shipyard to build and subsequently deliver a fleet tanker to the Indian Navy and a hovercraft to the Indian Coast Guard. These are in addition to being the pioneer in supplying the first ever indigenous warship for Indian Navy (INS Ajay).  On September 5, 2006, GRSE was conferred the status of Schedule B & Mini Ratna-Category I Company by the Department of Public Enterprises under the Ministry of Heavy Industries and Public Enterprises, Government of India. The company has also been conferred with several awards including the Defence Minister’s Trophy, “Best Performing Shipyard Award” for 4 consecutive years (fiscal 2010-2011, 2011-2012, 2012-2013 & 2013-2014) from the Hon'ble Raksha Mantri; the Defence Minister’s Trophy “Best In-house Design Effort” on May 30, 2017 for Mauritius’ CGS Barracuda, among others.

GRSE continues to associate with several technology firms in the industry like MTU and other international/ domestic organizations for its different business segments such as diesel engines and deck machinery, which has added to its credibility in the international market.

GRSE has bagged the contract for 4 Survey Vessels (large) for Indian Navy on competitive bidding. The shipyard has also been declared successful bidders in yet another competitive bidding for 8 Anti-Submarine Warfare Shallow Water Crafts (ASW SWC) for Indian Navy.

Competitive Strengths

At GRSE, it is believed that the company benefits from its strengths listed below, which differentiates it from its competitors.

Modern Manufacturing Platform and Integrated Shipbuilding Facilities to deliver quality products

GRSE believes that the modern infrastructure facilities available at its shipyard coupled with its vast expertise, gives it a significant edge over other domestic defence shipyards. The company has been taking steps towards ensuring simplification of its process and procedures, adopting modern practices and technology, enhancing capacity, modernizing infrastructure and improving on governance.

In recent years, GRSE has undertaken major modernization of its infrastructure. In 2013, it developed a new integrated shipbuilding facility at the Main Works Unit that allowed it to use modular construction when building warships, which enabled reduction of the shipbuilding period, improved quality through the implementation of integrated construction technology, and constructed ships in line with global practices. These upgraded facilities permit production of 8 large ships and 12 medium/ small ships concurrently. In addition, a new Hull Shop, Module Shop for mega block integration, Dry Dock and Building Berth have been constructed. At Main Works Unit, advanced modular construction techniques enable the building of a greater number of large warships simultaneously, within a more truncated time period. The Main Works Unit is supported by the FOJ Unit, which is dedicated to fitting out and repair of ships. Fitting out follows the float-out of a vessel and precedes sea trials. GRSE recently inaugurated a modern pump test bed facility at its Taratala unit on June 11, 2018, for testing the pumps it manufactures.

In parallel to enhancing infrastructure, steps have also been undertaken for the improvement and up gradation of design capabilities through new technology and adoption of quality initiatives. To further increase construction capacity, the Rajabagan Dockyard is used exclusively for the construction and fitting out of small and medium ships. The Rajabagan Dockyard facilities are further being upgraded for the construction of more small and medium ships.

Further, in 2016, the modernization of the DEP unit in Ranchi was completed. The modernisation now offers a new, state-of-the-art diesel engine assembly shop that would enable carrying out overhaul and assembly of engines in a dust-and-moisture-proof environment. With commissioning of the “Modernised Diesel Engine Assembly Shop”, the DEP unit is poised to take up work on the next generation of marine diesel engines and move ahead to produce marine diesel engines under 'Make in India' initiatives.

Providing End-to-End Solutions

GRSE has a dedicated Central Design Office (“CDO”) undertaking design and research and development, which comprises of a highly skilled workforce of 100 members, a majority of whom are engineers qualified from IIT and other premier institutes. The CDO team uses various software ranging from Aveva Marine, NAPA for naval architectural design, AutoCAD for drafting work, and other software for structural analysis. The skilled and dedicated CDO team has achieved innovative measures in carrying out complex warship designs, including Landing Craft Utility Mark IV, which is an in-house design product with 15 knots speed, which is unique for a vessel of this size and type. Additionally, on June 1, 2018, GRSE inaugurated the Data Centre of CDO, and a virtual reality lab of CDO on July 7, 2018 at 61 Park Unit.

The ability to provide end-to-end solutions to customers, ranging from product conceptualization, design, system integration and project management, increases the capability of meeting customer demands. For a project proposal, all resources are utilized to develop the project from the design to the delivery stage of the finished product. This provides an increased level of awareness with respect to meeting of customers’ needs. When the same organization designs as well as delivers the ships, it allows for a greater understanding of the ship one is expected to build, and control over the manufacturing process. Having a dedicated production line to manage the entirety of the project, allows for greater efficiencies when compared to some competitors who participate in construction of ships, but do not participate in other stages of the project. Furthermore, a significant amount of reliance on third-parties to complete an order, is avoided.

Strong and Established Relationships with Indian Navy and Indian Coast Guard

GRSE has a long-standing relationships with the Indian Navy and Indian Coast Guard. In 1961, GRSE delivered the INS Ajay, the first indigenous warship, to the Indian Navy, which set rolling, an over 5 decade relationship. Since then, 98 warships have been delivered to the Indian Navy and Indian & Mauritius Coast Guard. The historical operations and ongoing operations exhibit the level of satisfaction and depth of relationship with respect to the Indian Navy and Indian Coast Guard.

GRSE is the only indigenous shipbuilding company to have achieved some historical milestones with the Indian Navy and Indian Coast Guard. For instance, in 2000, it became the first and only Indian shipyard to build and subsequently deliver a fleet tanker to the Indian Navy and a hover craft to the Indian Coast Guard. Further, in 2009, the first and only Indian shipyard was build and subsequently deliver to the Indian Navy a landing ship. In 2017, GRSE built and delivered to the Indian Navy, for the first time in the Company’s history, warships that have weapon and sensors trials completed which until then were undertaken at various Indian Navy facilities post delivery of warships. In addition, in 2017 came the INS Kiltan, an Anti-Submarine Warfare Corvette and the first Indian warship with a superstructure made entirely of composite material. Currently too, there are several ongoing projects with the Indian Navy and Indian Coast Guard.

Strong Order Book

GRSE’s aggregate order book as on July 31, 2018 was at ₹203,136.10 million. The current order book promises a large number revenue-generating projects from which the revenue earned shall allow investments in upgradation and modernization of design capabilities and facilities, for becoming more efficient and technologically sophisticated. A number of the  warships are large vessels with advanced technology, which contribute significantly to the profit margin of the company. The shipbuilding contracts stipulate the agreed specifications of the vessel and classification of classification society with which the vessel is intended to be certified. Typically, GRSE is permitted to subcontract any portion of the construction work of the vessel to subcontractors, other than few major sub-contract tasks such as the main hull structure and superstructures for which we require the prior approval of the client.

Make in India Initiative

GRSE has an advantage over global shipyards in securing contracts to build vessels for the Indian Navy and Coast Guard because it qualifies for the “Make in India” initiative under the DPP. The “Make in India” initiative grants indigenous manufacturers a competitive advantage when supplying to the domestic market. The MoD has given the highest priority to Indigenously Designed, Developed and Manufactured (“IDDM”) products for capital procurement. The Indian Navy and Indian Coast Guard, being part of the domestic market, are required to give preference to GRSE over global shipyards in specific circumstances. As part of the “Make in India” initiative, the company has put in considerable effort to increase the percentage of indigenization over the last few years. Over the last year, significant progress has been made in this regard in terms of value of production.

Business Diversification

Shipbuilding is the key product offering. However, in addition to the core manufacturing activities for shipbuilding, diversified products and services are also offered, including portable bridges, deck machinery items, pumps and engines. Bridges, which are manufactured at the 61 Park Unit and Taratala Unit, enable counterbalancing for the cyclical nature of the shipbuilding income stream. Product diversification allows the company to rely on different product areas to generate revenue when the market conditions dictate a decrease in demand for shipbuilding.

It is not known whether any other shipyard in India that has a dedicated deck machinery equipment facility or an engine assembling and testing facility, both of which are important for the shipbuilding and testing process. In the absence of such facilities, competitors approach third-parties to complete such tasks related to deck machinery, engine assembly and testing. This vertical integration at GRSE enables ships to be produced in a time efficient manner because of non-reliance on third-parties.

Experienced Workforce

A qualified and experienced senior management team and a technically skilled employee base has contributed to the growth of operations and the development of in-house processes and competencies. Human resource policies are aimed towards enhancement of institutional knowledge and skills. The human resource department continually takes initiatives to develop and upgrade the skills and knowledge of the employees.

The senior management team consists of technically qualified and experienced professionals who bring with them extensive experience in shipbuilding, design and engineering, order management, operations, human resources, finance and after-sales services. High standards of ethical integrity and transparency in all business functions are the hallmark of GRSE. Talented and motivated employees have been key to the success story of GRSE, and they will continue to capitalize on future growth opportunities.

 HISTORICAL BCAKGROUND

Since 1884 and prior to being incorporated as a limited company, GRSE was engaged in the business of operating shipbuilding and repair workshops as an unincorporated entity. The company was registered as “Garden Reach Workshops Limited” on February 26, 1934 under the Companies Act, 1913 with the Registrar of Companies, Calcutta. It changed its name to “Garden Reach Workshops Private Limited” on November 5, 1957. In the year 1960, it was acquired by the GoI and since then the share capital is wholly owned by the President of India along with its nominees from time to time. Thereafter, the company changed its name to “Garden Reach Workshops Limited” on November 30, 1961 pursuant to the acquisition of the company by the GoI. The name 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. GRSE became a public company pursuant to a special resolution of the shareholders at an Annual General Meeting held on August 25, 2017.

Board of Directors

The following table sets out the composition of the Board as on the date of this Red Herring Prospectus: 

 

Name and Designation	DIN	Address
RAdm Vipin Kumar Saxena, IN (Retired) Chairman & Managing Director	07696782	11, New Road, Alipore, Kolkata - 700 027, West Bengal, India
Sarvjit Singh DograDirector (Finance) & CFO (Whole Time Director)	07052300	27, Chetla Central Road, Flat 2B, 2nd Floor, Kolkata - 700 027, West Bengal, India
Asit Kumar Nanda Director (Personnel)         (Whole Time Director)	07506042	Shantikunj, P-374, Nalini Ranjan Road, New Alipore, Kolkata - 700 053, West Bengal, India
Cmde Sanjeev Nayyar, IN (Retired)             Director (Shipbuilding)                                     (Whole Time Director)	07973950	Flat No. 18D, Tower D (Cedar), South City Residence, 375, Prince Anwar Shah Road, Kolkata – 700 068 West Bengal, India
Ashwani Kumar Mahajan                         Government Nominee Director	07483427	D-09, Hudco Place Extension, Andrews Ganj, New Delhi – 110 049, India
Bharat Bhushan Part-Time Non-Official (Independent) Director	00262278	C-11, Ahinsa Vihar, Sector 9, Rohini, Delhi - 110 085, India
Kanwaljit Deol                                                       Part-Time Non-Official (Independent) Director	03192289	A-78, NSG Society, P6, Gautama Buddhnagar, Greater Noida - 201 310, Uttar Pradesh, India
Dr. Ajai Bhandari                                                   Part-Time Non-Official (Independent) Director	00322233	Suraj Kunj Building, Sector-5, Shimla -171009, Himachal Pradesh, India
RAdm Inder Paul Singh Bali, IN (Retired)          Part-Time Non-Official (Independent) Director	07912223	C-1/11, Bapanagar, Zakir Hussain Marg, New Delhi – 110001, India
Dr. Biswapriya Roychoudhury                            Part-Time Non-Official (Independent) Director	08200896	Fulbari, Manaskamana Road, English Bazar, Malda, West Bengal-732101

 

Strategies

Looking at the future order of warship building for the Indian Navy and the Indian Coast Guard, in the next decade, existing customers alone could provide opportunities for a robust order book with full capacity utilization. In addition, there is also a focus on order prospects from foreign countries. There is a commitment to a continuous increase in market share across product verticals and diversification of the customer base and geographical footprint, thereby minimizing exposure to only particular sectors, markets and customers. Pursuant to the SEBI Exemption Letter-I, GRSE, being an organization under the administrative control of the MoD, has been exempted from disclosing its strategies since the same may compromise national interests. Given below are some generic strategies, which do not have a bearing on national security interests.

Strengthening of Relationship with Indian Navy and Indian Coast Guard

GRSE shall continue to further strengthen its strong relationship with the Indian Navy and Indian Coast Guard in order to generate revenue from their acquisition plan, which aims at significantly expanding the fleet ship size of the Indian Navy and Indian Coast Guard. Available information on the indigenous construction component of acquisition plans for the next decade indicate that the Indian Navy and Indian Coast Guard will acquire an indigenous aircraft carrier, fleet support ships, frigates, mine counter measure vessels, fast attack crafts, patrol vessels, new-generation corvettes, survey vessels and fuel barges. GRSE intends to focus on securing orders for the construction of major weapon vessel platforms (frigates and corvettes) to optimize the capacity utilization of its facilities.

Repair and Refitting of Indian Navy and Indian Coast Guard Vessels

Substantial market opportunities are anticipated in the coming decade and beyond, in the area of maintenance, repairs, refits and upgrades of the Indian Navy and Indian Coast Guard warships.  Considering that the Coast Guard is intending to augment its existing fleet by around 20-25 vessels over the next 10-15 years (Source: ICRA), there is an intention to ramp up focus on repair and refitting of the Indian Navy and Indian Coast Guard vessels. Further, the MoD in May 2017, released the “Strategic Partnership” framework for the Indian defence sector as a part of the DPP enabling multiple collaborations and partnerships between the Indian shipyards and foreign original equipment manufacturers and naval technology firms. This establishes a platform for a healthy exchange of technology and manufacturing know-how for the participants.  Such an initiative would enable domestic shipyards to eye global opportunities, leading to higher exports in the long run, offering significant opportunities in the area of maintenance, repair, refits and upgrades.

Upgradation of Technological Capabilities and Facilities

In order to maintain its relationships with the Indian Navy and Indian Coast Guard, GRSE must continually advance and improve its technological capabilities and facilities, and meet future shipbuilding requirements. From constructing ships on a shorter timeline, to producing ships with greater technological capabilities, the Indian Navy and Indian Coast Guard require constant innovation and improvements in efficiency from shipbuilders. In 2013, the foundation was laid for meeting the future requirements of the Indian Navy and Indian Coast Guard through modernization of the Main Works Unit.  This allows for modular construction which reduces costs as well as the shipbuilding period. Further, in 2016, the engine plant at Ranchi was modernised. Over the next 2 years, the capabilities of the Rajabagan Dockyard shall be augmented to enhance shipbuilding capabilities. There is also a plan to invest in research and development capabilities to meet the future requirements of the Indian Navy and Indian Coast Guard.

As a part of its strategy, GRSE continues to evolve and has developed:

• an atmospheric-controlled dedicated facility at the Main Works Unit and at 61 Park Unit for construction of FRP boats
• new designs for high-speed boats (25-30 meters length and speed of 25-30 knots) to meet the future requirements of MHA
• 88 fast interceptor boats (built and delivered 58 numbers of 12 tonnes; and 30 numbers of 5 tonnes) to the MHA for coastal security.

Enhancing Research and Development Capabilities

A greater percentage of revenue capital is planned to be invested in research and development in order to augment efforts in the development and design of warships along with the development of engineering products. New hull forms of warships with sizes from 65-115 M that are capable of speeds up to 25-35 knots, are currently being developed. A pontoon is also being designed for the transport of hull blocks and for inland cargo movement on national waterways. GRSE is collaborating with leading academic institutes to develop and design such products. Additionally, on June 1, 2018, the company recently inaugurated a Data Centre of the CDO at 61 Park Unit which has a capability multiplier essential for critical information technology operations and a server, which offers safety and security of design data.  There is an emphasis on promoting a “Green Concept”, thereby contributing to energy saving. On July 7, 2018  a virtual reality lab of CDO at 61 Park Unit was inaugurated to undertake line out inspection on the CAD model, user reviews of critical departments at a much earlier stage and marketing of future ship designs.

In order to meet certain customer’s requirements, a new landing ship with a low draft (1.7 M), high payload and a max speed of almost 15 knots was especially designed. This design is the largest landing ship utility in its category and the design has been verified through model testing.

The following new concept designs have been submitted to the Indian Navy against requests:

• New Generation Corvette
• Survey Vessel (large)
• Anti-Submarine Warfare-Shallow Water Craft

A design proposal has also been submitted to the Indian Coast Guard for a Pollution Control Vessel.

Aligning Processes to Changing Market Environments

There is also a plan to adjust processes in order to meet the requirements of shifting market environments. The competitive marketplace for shipbuilding is steadily moving from a nomination process to a competitive bidding process. Previously, companies were nominated for projects and were able to avoid delivering bids to customers in order to secure contracts. Now, an increasing percentage of projects are secured through a competitive bidding process. Today, the procurement process is moving to a bidding process to reduce costs for purchased component parts. One must have the ability to properly scope and build bids that allow one to maintain proper financial performance. Strategies are being developed to enable the company to compete in the bidding process for projects and the procurement of components. Other strategies will also be implemented to meet the current market environment including enhancement of inventory control, building of a strategy processes, outsourcing of non-core works and services and enhancement of quality control processes.

Pursuing New Market Opportunities

GRSE is poised to explore global markets for its products. In 2014, it exported its first ship and now seeks to substantially grow its sales from ship exports. It intends to market all its vessel sizes for export to various geographic locations. However, they anticipate exporting small and medium sized warships and patrol vessels to South East Asia, West Asia, African countries and Latin America, which would give it the opportunity to develop its export business. GRSE is poised to supply vessels of improved quality at lesser capital cost, which will enable it to compete in the global arena. In order to achieve the aforesaid strategy, it is in the process of upgrading its processes and products in line with the latest technology to keep up with the demands of modern shipbuilding.

There is also an endeavour to increase capacity for its other products, including ship repair, deck machinery, marine pumps, bridges and marine engines. A new system of bridge design has also been developed to enhance capacity for increased penetration in newer markets, strengthen existing markets, establish additional production facilities at DEP for bridges and modernize facilities for production efficiency of engines.

BUSINESS VERTICALS

GRSE offers products in the following core verticals:

(1) Shipbuilding

(2) Engineering

(3) Engine production.

The shipbuilding division is involved in the construction of vessels for clients engaged in the defence sector shipping industry. These vessels include frigates, anti-submarine warfare corvettes, missile corvettes, landing ship tanks, landing craft utility, survey vessels, fleet replenishment tankers, fast patrol vessels, offshore patrol vessels, inshore patrol vessels, WJ-FACs, hover crafts and fast interceptor boats. The engineering division develops and manufactures portable steel bridges, suspension type pre-fabricated steel bridges, marine pumps, rail-less helicopter traversing systems, boat davits, anchors, mooring and dock capstans, anchor windlass and winches.

The engine production division is the smallest division with respect to revenue. It undertakes assembly, testing, servicing and repair of various models of diesel engines used for marine propulsion and power generation through collaboration with the MTU of Germany. Through the engine division, MTU 396-04, 4000, 1163, 538, and 183 series diesel engines, engine components and accessories are produced. GRSE has recently entered into a memorandum of understanding with an engine production entity in India, for producing small to medium capacity (50-500 Kw) engines.

A vast majority of GRSE’s products are supplied to central and state governments and organizations owned and controlled by them.  A significant majority of the revenue is derived from the sale of shipbuilding products to the Indian Navy and the Indian Coast Guard.

In March 2018, GRSE entered into a MoU with an organization outside India for promulgation of its export business and cooperation on mutual interests for the supply of components, equipment and services related to Bailey type portable steel bridges. In April 2018, a MoU was signed with M/s Elbit Systems Limited, Israel, for indigenous production of unmanned surface vessels, and on May 2018, with the Ministry of Defence of another jurisdiction, to form a collaboration for a shipbuilding project.

 

Products      

Shipbuilding products

Brief descriptions of our shipbuilding products are specified below:

• Frigate

Frigates having a tonnage of 3,650 tonnes are indigenously designed and manufactured. Three P-16A Brahmaputra Class frigates have been supplied to the Indian Navy, namely, INS Brahmaputra, INS Betwa and INS Beas.

• ASW Corvette

The ASW (anti-submarine warfare) corvettes are indigenously designed having around 90% indigenous content and a tonnage of 3250 tonnes. Three ASW corvettes have been delivered to the Indian Navy. The P-28 class of ASW corvettes consist of INS Kamorta, INS Kadmat and INS Kiltan. In October 2017, INS Kiltan was delivered to the Indian Navy, which is the first Indian warship with a superstructure made entirely of composite material.

• Missile Corvette

The missile corvettes are indigenously designed having a tonnage of 1,370 tonnes. Five P-25 and P-25A class missile corvettes have been delivered to the Indian Navy, namely, INS Kirpan, INS Khanjar, INS Kora, INS Kulish and INS Karmuk.

• Landing Ship Tank

The landing ship tanks are indigenously designed having a tonnage of 5,650 tonnes. It is a vehicle and troop carrier capable of beaching at a beach gradient of 1 in 40 or steeper. 5 large ship tanks have been supplied to the Indian Navy - INS Magar, INS Ghariyal, INS Shardul, INS Kesari and Airavat.

• Landing Craft Utility

Landing craft utility vessels are used to transport, deploy and recover troops and equipment from ship to shore and vice versa. GRSE’s landing craft utility is indigenously designed with over 90% indigenous content and has a tonnage of 910 tonnes. Presently, there are orders from the Indian Navy for 8 landing craft utility vessels, of which four (L-51, L-52, L-53 and L-54) have been delivered and the balance are under different stages of construction.

• Survey Vessel

The survey vessels are indigenously designed having a tonnage of 1,929 tonnes. Survey vessels are capable of all types of oceanographic research and hydrographic survey. These vessels have been in service with the Chief Hydrographer, Indian Navy, and have also executed overseas assignments in the Middle East. 6 survey vessels have been supplied to the Indian Navy, namely, INS Sandhyak, INS Nirdeshak, INS Nirupak, INS Investigator, INS Jamuna and INS Sutlej.

• Fleet Replenishment Tanker

GRSE’s fleet replenishment tanker was designed by a German company with a tonnage of 24,600 tonnes. It is used in replenishing warships at sea with fuel, ammunition, fresh water, provisions, hospital facilities and other essential items. One fleet replenishment tanker has been supplied to the Indian Navy named INS Aditya.

• Offshore Patrol Vessels

The offshore patrol vessels are indigenously designed and are capable of carrying multi-purpose roles. These are used by Indian defence forces for anti-piracy operations, search and rescue operation, anti-smuggling and anti-drug surveillance, and anti-poaching operations of exclusive economic zones including fisheries protection and logistics support operations.  Offshore Patrol Vessels are also used for transport of dry cargo, fuel oil, fresh water, refrigerated fresh food, transport of a small detachment of troops/ personnel, helicopter operations, pollution response operations and external fire lighting. In 2011, GRSE was the first Indian shipyard to have received an export order for a warship from the Government of Mauritius for the construction of an Offshore Patrol Vessel and on December 20, 2014, it became the first Indian company to have built and exported—CGS Barracuda—to the Mauritian National Coast Guard. 

• Inshore Patrol Vessels and Fast Patrol Vessel       

Inshore Patrol Vessels and Fast Patrol Vessels are indigenously designed having a tonnage of 280-304 tonnes. These are cost effective platforms suited for marine surveillance and rescue operations. These vessels allow its user to equip the vessels with armaments for use in combat, and is suited for interception of fast moving surface crafts.  It performs anti-smuggling, fishery protection and search and rescue operations. 8 Inshore patrol vessels and17 Fast patrol vessels have been delivered to the Indian Coast Guard. In addition, GRSE has also delivered 20 Patrol Vessels to the Indian Navy.

• Water Jet Fast Attack Craft

The WJFAC is indigenously designed with a tonnage of 288 tonnes. It promises to transform naval shoreline operations by packing a powerhouse punch of agility and speed. These ships meet critical requirements of crafts with improved stealth at networking capabilities. These WJFACs are ideally suited for interception of fast moving surface crafts and also perform surveillance activities like anti-smuggling, fishery protection and search and rescue operations. 14 WJFACs have been delivered to the Indian Navy.

• Hover Craft

Hover crafts are suitable for amphibious operations. 6 Hover crafts have been delivered to the Indian Coast Guard, of which the first 2 Hover crafts were imported from UK in fully assembled condition. The remaining 4 Hover crafts were imported in completely knocked down kits and GRSE assembled them. Due to inadequate demand for Hover crafts in the Indian market, it has been decided to discontinue with further efforts to indigenize Hover craft building. However, assistance continues to be provided to the Indian Coast Guard for repair and maintenance of these Hovercrafts (through annual maintenance contracts), to keep them operational.

• Fast Interceptor Boats

Fast Interceptor boats are indigenously designed having a tonnage of 5T and 12T. These can be used as day/night surveillance-cum-investigation vessel, which operate in shallow water for coastal policing, anti-smuggling, fishery protection and search and rescue operations. 88 Fast Interceptor boats (58 numbers of 12 tonnes and 30 numbers of 5 tonnes) have been built and delivered to the Ministry of Home Affairs, Government of India for coastal security.

In addition to the aforesaid shipbuilding products, a variety of boats, pontoons, barges, sailing dinghies, fishing trawlers, fire floats, tugs, dredgers, passenger ferries, motor cutters, deck whalers, launches etc. have also been supplied to various customers over the years.

Engineering

In 1970, the Engineering division was set up, primarily to indigenize sophisticated deck machinery items.  Today, the division manufacturers portable bridges, deck machinery items and marine pumps.

• Portable Bridges

Portable bridges are designed to allow a bridge to be completely erected on rollers from one side of the gap to be bridged, and then launched across to the other side, without the use of any support within the gap. It is of particular use in providing access in far-flung areas and hilly terrain and also provides quick restoration of communication where existing road or bridge connectivity has been destroyed by natural disasters. Portable bridges also augment the road network in connecting remote locations in difficult terrains, particularly in the hilly areas e.g. for initiation of project by Independent Power Producers in Hydro sector in the north-eastern part of the country. Through this product there is an intention to enhance export potential in countries like Bangladesh, Nepal, Bhutan, Sri Lanka, Myanmar among others.

The portfolio for portable bridges includes

• standard width (3.32 m) single lane bridge
• extra wide (4.25 m) single lane bridge (steel deck)
• extra wide (4.25 m) improvised single lane bridge using 10’x 7’ Panel
• double lane bridge (steel deck) with 10’X 7’ panel
• suspension bridge.

The portable bridges confirm to global AASHTO (American Association of State Highway Transportation Officials) standards and are supplied in hot dip galvanized condition. MoUs are in place for the supply of galvanized portable steel bridges to the Government of Odisha, Government of Chhattisgarh and for Project Himank of the Border Roads Organisation. In terms of capacity, GRSE has a market share of about 60%, having manufactured around 4,800 metric tonnes in fiscal 2017. The bridges are made to order as the configuration of the bridge varies according to the bridge span and the load carrying capacity of the bridge. The bridge, manufactured using mainly steel, is assembled on site and is therefore also known as a portable bridge.

GRSE holds patents for stiffened steel deck systems for single lane bridges and the manufacture of double lane portable steel bridges which were obtained in the year 2011 and 2007, respectively. Further, 2 more patent applications pertaining to Improvised Single Lane Steel bridge system and Improvised Steel Decking system are under process for certification. This unit has an in-house Design department involved in continuous upgradation of its products to meet the changing requirements of prospective customers. At present, it is working on development of assault bridges, cable grippers for suspension bridges and walk way attachments for portable steel bridges. To meet the increasing demand for portable bridge products, additional production facilities have been developed at DEP, which is expected to supply 10 bridges during the current fiscal year. GRSE manufactured, perhaps, the highest modular steel bridge in the world, which was set up at Khardung-la, Ladakh in Jammu & Kashmir. It was erected at an altitude of 5,602 meters by the Border Road Organisation and was listed in the Guinness Book of World Records in 1990.

• Deck Machinery Items

GRSE has been developing, designing, manufacturing and supplying both, electrohydraulic as well as electric deck machinery equipment, meeting different class requirements. The Engineering division has manufactured for the first time in India, a telescopic helicopter hangar for housing helicopters, on-board naval vessels, the first of which was installed on INS Investigator. The deck machinery item’s product range includes windlass/anchor capstans, dock capstans, deck cranes, boat davits, special purpose winches, steering gears, electro hydraulic deck cranes and specialised products like the rail-less and rail-based helo traversing system, which are designed and built to meet customer specific requirements to support individual vessels. Deck machinery items for the Indian Navy, Indian Coast Guard, public and private shipyards and GRSE’s own shipbuilding division, are also produced.

• Marine Pumps

The Marine Pump product of the engineering division undertook the development of indigenized centrifugal pumps in order to replace Russian origin pumps. These pumps have been designed in-house, and the designs have been vetted and verified by the Society of Turbo-Machinery for SNF/ SNM class Naval Ships and EKM type submarines for the Indian Navy, which are certified by Eastern Naval Command. After completion of the indigenization process, a total of 155 Marine Pumps have been supplied to the Indian Navy, as on July 31, 2018. Various types of pumps have also been supplied to the Indian Navy for replacement/refurbishment of a variety pumps on-board Naval Ships and has so far developed and delivered ten (10) types of pumps that were taken up for indigenization and development. Different models of pumps can be utilized for supplying different ranges of pumps by making suitable modifications on operating parameters as may be required.

All Marine Pumps are made of non-ferrous components (“NAB”), which requires a special type of casting, as per NES 747, BS1400 and the casting is done through out-sourcing. Machining of all the parts of pumps is being done through in-house/ out–sourced facilities, depending upon the urgency of the order. Bought out items like motors, control panels and mechanical seals etc. are procured through out-sourcing. Assembly of pumps is undertaken in-house to cater to existing orders. A modern test bed is under erection at the Taratala Unit.

Engine Production

Supply and overhaul of MTU 396-04, MTU 4000, MTU 1163 and MTU 538 class diesel engines is done at the engine production division at DEP. Assembly and testing facilities have recently been modernized for the Marine Engines unit at DEP with an investment of approx. ₹100 million. Consequent to this, a service partner agreement was signed with MTU (India) for undertaking W6 routines of MTU 4,000, MTU 538 and MTU 396 series engines. GRSE also has a license agreement with MTU Germany for the assembly of MTU 12V/ 16V 4000M90 engines in semi knocked down condition and to produce parts of engines.

For DEP, GRSE entered into several arrangements for transfer of technology and licensing with MTU for the production of high speed and high power-to-weight ratio diesel engines for naval vessels. In collaboration with MTU, 149 engines of various configurations have been supplied for marine applications. Overhaul and repair of over 81 engines of various series has also been carried out. Further, the company is in the process of indigenizing about 60% of engine parts over the next 4-5 years under the “Make in India” programme.

In 2017, a MoU was signed with an engine manufacturer for the development of engines for marine application. The scope of collaboration was to produce diesel engines for diesel alternators for marine application for the Indian Navy, the Indian Coast Guard, inland waterways, boats of MHA, etc. vessels in the range of 50-500 KW, with an aim towards self-reliance and to promote “Make in India” initiatives. A vast majority of GRSE’s engines are supplied to the Indian Navy and Indian Coast Guard.

 

ORDER BOOK

The order book is defined as anticipated revenues from the uncompleted portion of existing contracts as of a certain date. As of July 31, 2018, the order book stood at ₹203,136.10 million, which includes products to be manufactured and delivered. As of Dec 2018, there are firm contracts for manufacturing and delivery 13 ships comprising of:

• 1 ASW Corvettes
• 3 Landing Craft Utility
• 5 Fast Patrol Vessels
• 3 P17-A Class Frigates.
• 4 Survey Vessels (Large)

Additionally, DEP has received an order for 28 Diesel Alternators (1 MW) worth 2,250.00 million.

Facilities

There are separate facilities for each of the 3 core divisions - shipbuilding, engineering, and engine production. There is also a technical training facility.

Shipbuilding Facilities

There are 3 core shipbuilding facilities:

(1) Main Works Unit

(2) Rajabagan Dockyard

(3) FOJ Unit. 

Main Works is the largest facility while the Rajabagan Dockyard is the most recently acquired facility.

Main Works

Main Works contains an Integrated Shipbuilding Facility occupying approximately 48 acres in Kolkata, India, which includes:

• 1 Dry Dock measuring 180 X 29 X 10 M having 10,000 DWT launching capacity
• 1 Inclined Berth measuring 180 X 23 M having 4,500 DWT launching capacity
• Portable Shelters over the Dry Dock and Inclined Berth
• Module Hall for building of large pre-outfitted blocks of up to 200 tonnes
• Blast and Paint Cell
• 2 additional River Jetties
• Central Pier, Amenity Block, Pavements and other items.

 

Other existing structures on Main Works include:

• Wet Basin and Dry Dock
• 80 X 25 X 8 M fully covered non-tidal wet basin with 2 X 10 tonnes EOT Cranes suited for all weather fitting-out of medium and small ships
• 160 X 25 X 8 M dry dock with 2 X 40 tonnes Goliath Cranes suited for the construction and repair of ships
• Building Berth
• Measures 180 X 25 M
• Equipped with 2 X 40/10 tonnes Cranes and supporting fabrication shops
• River Jetties
• 2 River Jetties able berth vessels up to 60 M in length and
• Suited for out-fitting/ repair of smaller vessels
• Additional Facilities - Boat Shed for Manufacturing the Fast Interceptor Boat.
• Two air-conditioned and humidity-controlled shops with six bays ranging from 18-40 M in length
• Capable of building crafts up to 20 M

 

Rajabagan Dockyard

Rajabagan Dockyard is spread over 31.15 acres with a 550 M open river front in Kolkata, India, and is capable of pre-launch activities of three 50 M-sized ships and post-launch outfitting of 4 ships at a time at open river. The facilities at Rajabagan Dockyard include 1 dry dock which can accommodate ships having draft facility up to 4 M.

FOJ Unit

The Fitting Out Jetty Unit (“FOJ Unit”), occupying 18 acres of land in Kolkata, India, is dedicated to fitting out and repair of ships. The facilities at FOJ Unit include:

• Naval Complex Jetty (229 X 10 X 8 M with one 25 tonnes tower crane)
• Finger Jetty (184.50 X 11.43 X 7 M with one 15 tonnes level luffing crane).

 

The FOJ Unit is capable of fitting out small, medium and large ships, although it is primarily meant for large ships. The FOJ Unit is capable of fitting out up to 4 large ships at a time.

Engineering Facilities

61 Park Unit

61 Park Unit is the primary unit for portable steel bridge production and is located on 11.07 acres of land located in Kolkata, India. It also houses the ship design office, corporate planning and commercial sections.

Taratala Unit

Deck machinery items are manufactured at the Taratala Unit, which occupies 3.39 acres of land in Kolkata, India. The Taratala Unit is engaged in production, assembly, tests and trials of all types of deck machinery equipment and naval pumps. The deck machinery unit is currently supplying the rail-less helo traversing system for larger ships of the Indian Navy and the Indian Coast Guard. Recently, on June 11, 2018, a modern pump test bed facility was inaugurated at the Taratala unit for testing the pumps which have been manufactured.

Engine Production Facility

Diesel Engine Plant, Ranchi (“DEP”)

The DEP occupies 62 acres of land and is located at Ranchi, Jharkhand.  At this location, marine engines are assembled, tested and overhauled.

In addition to the DEP, there are also facilities for the major overhaul (up to W6 Routines) for MTU 396, 4000 & 538 series engines.

During May 2016, additional production facilities for portable steel bridges were set up at DEP in Ranchi.

 

Training Facility

The Technical Training Centre (“TTC”) is located on approximately 2.05 acres in Baranagar, Kolkata. The TTC is an ISO 9001:2008 certified training institute and conducts a Director General of Shipping (DGS), government approved, 12 month pre-sea marine engineering training course for mechanical and naval architect engineering graduates with an annual intake capacity of 100 cadets. TTC also conducts various technical and skill development trainings for GRSE’s employees and apprentices in welding, fitting, pipe fitting, electrical and machinist trades.

Collaborations

GRSE currently collaborates with MTU to produce MTU 396-04, 4000, 1163, 538, and 183 series diesel engines.  In 2016, 9 Engineering-Rail Less Helo Traversing Systems were delivered, which were designed in collaboration with an international organization having the relevant expertise.

In October 2017, GRSE entered into a MoU for development of engines for marine applications with an engine manufacturer. The scope of collaboration is to produce diesel engines for diesel alternators to be used in marine applications for the Indian Navy and Indian Coast Guard vessels in the range 50-500 KW, with an aim towards self-reliance and to promote “Make in India” initiatives.

In March 2018, a MoU was signed for promulgation of the export business and cooperation on mutual interests for the supply of components, equipment and services related to Bailey type portable steel bridges with an organization outside India. In April 2018, a MoU was signed with Elbit Systems Limited, Israel, for indigenous production of unmanned surface vessels, and in May 2018, another MoU was signed to form a collaboration with the Ministry of Defence of another jurisdiction for a shipbuilding project.

Pursuant to the SEBI Exemption Letter-I, being a company under the administrative control of the MoD, GRSE has been exempted by SEBI from disclosing the details of various technical collaborations they have entered into due to national security concerns.

Competition

Shipbuilding

In the current competitive environment both in India and globally, GRSE continues to surge ahead on the basis of its ability to fulfil contractual obligations including timely delivery of vessels constructed or repaired, its shipyard's capacity and capabilities and the price and quality of its vessels. Some competitors have more resources, while others may have a lower cost of operations. In addition, certain competitors may have a competitive advantage in building or repairing certain types of vessels. In defence shipbuilding, GRSE’s competitors are Mazagon Dock Shipbuilders Limited, Cochin Shipyard Limited, Goa Shipyard Limited, Hindustan Shipyard Limited, L&T Shipyard and Reliance Naval and Engineering Limited.

Engineering

There is competition from domestic and global public and private suppliers of deck machinery including Anjana Steel Industries Private Limited, Bridge and Roof Co. (India) Limited, Essen Fabricators Private Limited, Gourika India Limited, Lucky Engineering Company, Machine Works (International) Limited, Madnani Engineerings Works, Shiva Engineering Works, Tata Steel Limited, Titagarh Wagons Limited, Traco Enterprises, Vinayak Rail Track (India) Private Limited, Vishwa Traders, WIL. There is also competition from domestic and global producers of bridges.

Engine Production         

Domestic and global public and private competitors for the supply of marine engines including Wartsila, Cummins, Caterpillar, KOEL and MAN.

Sales and Marketing

Each division has a dedicated business development team. The portable bridge business utilizes the services of an agency to promote sales and marketing efforts.

Human Resources

As of July 31, 2018, GRSE employed a total workforce of 2,155 full-time employees, which comprised of 473 officers, 141 supervisors, 104 office assistants and 1437operatives in various departments, while around 3,285 contract labourers were engaged by various contractors for the execution of job contracts placed on them. The employees are based at various facilities in Kolkata, Ranchi, Delhi, Mumbai and Visakhapatnam. The contract workforce strength undergoes regular change based on necessity and the work involved.

Operative and office assistant category of employees are unionized. There is a separate Memorandum of Settlement (“MoS”) with operatives’ trade union, recognized by the company as the sole bargaining agent and office assistants’ union. The relationship between the management and employees is generally cordial.

Employee Training

GRSE recognizes that its employees are an invaluable resource. To ensure they are equipped with the necessary skills and expertise, various training programmes are conducted either in-house, by senior staff or external faculty and they involve both classroom lessons and on-the-job training by qualified instructors.

Properties

The Registered Office is located at 43/46 Garden Reach Road, Kolkata – 700 024, West Bengal, India. The following significant properties are owned or leased:

 

Name of Property	Location	Size
Main Works Unit	Kolkata, India	48 Acres
FOJ Unit	Kolkata, India	18 Acres
Rajabagan Dockyard	Kolkata, India	31.15 Acres
61 Park Facility	Kolkata, India	11.07 Acres
Taratala Unit	Kolkata, India	3.39 Acres
DEP, Ranchi*	Jharkhand, India	62 Acres

 

In addition, several properties have been taken on lease or leave-and-license for commercial and residential purposes.

Health, Safety and Environment

An effective risk management system is in place, with self-regulatory processes and procedures for ensuring that the business is conducted in a risk conscious manner. Operational, contractual, financial, business and reputational risks which arise, are assessed by the respective risk owners and suitable mitigating measures are taken in advance.

GRSE is committed to creating and maintaining a safe work environment on an ongoing basis. The company is subject to extensive health, safety and environmental laws, regulations and production process safety and environmental technical guidelines which govern processes and facilities. A health and safety system has been implemented to inform new employees of the safety policies. Employees holding supervisory positions are required to ensure that all employees comply with these policies.

There is also a focus on raising safety awareness among employees and subcontractors’ workmen through various in-house and onsite training programmes.

Industrial Security

GRSE’s facilities qualify as a ‘prohibited place’ under the Official Secrets Act, 1923.  Therefore, industrial security is of critical importance. The physical security at Main Works, Rajabagan Dockyard and FOJ has been entrusted to Central Industrial Security Force, which is a central armed police force of the Government of India, who are responsible for providing integrated security cover to major critical infrastructure installations. There is round-the-clock vigil with armed personnel and wireless CCTV surveillance systems covering all critical locations and installations, and a biometric access control system for various categories of persons entering the shipyard. There is also a visitor’s facilitation centre for the scrutiny and verification of the credentials of visitors.

 Information Technology

Information technology is an essential element of the operations infrastructure. GRSE invests in information technology as its use directly lowers cost, enables scalable operations, improves efficiency, reduces business continuity risks and enables a secure enterprise. Due to the sensitive nature of the business, the IT Policy and Guidelines have been implemented, which sets out the security policy relating to administration of the information technology, including for procurement of IT equipment, computer asset recording procedures, IT asset operation maintenance procedures, IT asset disposal procedures, change management policy and data back-up policy. To mitigate the risks from cyber threats, there is an operational replica-based disaster recovery data centre in Mumbai, to minimise the impact in case of any natural disaster. Additionally, with the recently inaugurated Data Centre of the CDO at 61 Park Unit on June 1, 2018, GRSE now has a capability multiplier essential for critical information technology operations, server availability, safety and security of design data and promotion of “Green Concept”, thereby contributing to energy saving.

Awards and Accolades

GRSE has received a number of awards over the years for its work in the shipbuilding industry.

Certifications

GRSE has several certifications and accreditations including the TUV Nord’s Certificate affirming that the management systems of the company for manufacturing of ships are as per ISO 14001:2004 and BS-OHSAS 18001-2007 and the Indian Register Quality Systems Certificate affirming that the management systems of the 61 Park Unit are as per ISO 9002 – 1994/ EN ISO 9002 – 2014. GRSE has also received ISO 9001:2008 or ISO 9001:2015 accreditation for all its facilities for quality management systems.

Intellectual Property

GRSE holds patents for stiffened steel deck systems for single lane bridges and the manufacture of double lane portable steel bridges which were awarded to it in the year 2011 and 2007, respectively. Further, two more patent applications pertaining to Improvised Single Lane Steel bridge systems and Improvised Steel Decking systems are under process for certification.

Corporate Social Responsibility

GRSE is a responsible corporate citizen and is committed to take up different developmental projects, aligning with national priorities.  As part of its Corporate Social Responsibility (“CSR”), initiatives have been taken towards improving the quality of lives of the underprivileged sections of society, the local community and other stakeholders, primarily around its factories.

The CSR policy defines the frame work for implementing CSR activities in compliance with Section 135 of the Companies Act, 2013 and rules framed thereunder.

The company is working towards improvement of quality of life of the marginalized segment through various initiatives like skill development initiatives in alignment with ‘Skill India Mission’, construction of toilets and training to school children under ‘Swachh Bharat Abhiyan’, empowerment of differently abled persons, heath related initiatives as also infrastructure and capacity building in local Anganwadis.

In fiscal 2018, the following CSR projects have been undertaken towards fulfilment of national priority initiatives:

1. Skill India Projects:
   1. GRSE has engaged approx. 400 apprentices for imparting skill development training, which is more than 10% of the company’s manpower strength.
   2. GRSE also supported ITI Tollygunge and Women ITI, Kolkata to upgrade their training facilities. Various activities like conducting industrial visits, awards to meritorious students, pre-placement and career guidance training, advanced training of trainers and sponsorship for participation in work-skills competition were conducted.
   3. GRSE has partnered with Indian Institute of Cerebral Palsy, since 2010-11 to provide comprehensive educational and rehabilitation services for children with cerebral palsy. A total of 43 children with severe multiple impairments are being annually supported by this project for the last 8 years.
2. Swachh Bharat Mission
   1. GRSE has introduced multiple interventions under the broader ambit of Swachh Vidyalaya Abhiyan in different schools. GRSE has constructed a total of 65 toilets during the year in 10 local government schools located in Metiabruz and Maheshtala areas.
   2. Maintenance of toilets is a new initiative of GRSE which has been highly appreciated by the students and school authorities. Sulabh International social service organisation has been engaged to implement the project in 8 schools where GRSE has constructed toilets.
   3. Incinerators were installed to improve menstrual health and overall hygiene of adolescent girl students of 4 local girls’ schools.
   4. Infrastructure development such as installation of water purifiers, child-friendly toilets, utensils, medicines etc. were facilitated in 4 new Anganwadi centres. Capacity building training was provided to their workers and helpers.
   5. Intensive training was given for 1year to 5000 school children on water, sanitation and hygiene (WASH) practices to inculcate long term behavioural change and equip these children to be the change agents in their society.
   6. GRSE has contributed ₹0.6 million towards Swachh Bharat Kosh and ₹0.4 million towards Clean Ganga Fund in compliance with MoD directives.
   7. GRSE also provided 76 numbers of green and blue coloured garbage bins to these schools to facilitate segregation of waste. This project has positive ramification for the overall sanitation conditions of the schools.
   8. The completed projects / activities of FY 2016-17 were evaluated by National CSR Hub- TISS, in order to measure the degree of success or failure of the projects.
3. Other Projects
   1. GSRE partnered with Artificial Limbs Manufacturing Corporation of India (ALIMCO) for the providing and distributing aids/ assistive devices for differently abled persons at Ranchi, Jharkhand. The aids included wheelchairs, tricycles, axilla crutches for people with motor disabilities, hearing aids, MSIED kits, smart canes and Braille kits for visually challenged people. A total of 249 differently abled persons from marginalized sections of society were provided aids / appliances to improve their quality of life.
   2. Monthly health check-up camps / clinics are held at 61 Park Unit on the last Saturday of every month in which an average of 250-300 patients are examined and provided medicines.
   3. Blood donation camp was conducted in which employees donated blood for patients suffering from Thalassaemia, Haemophilia or were victims of road accidents.

In fiscal 2018, GRSE spent ₹26.68 million for the aforesaid initiatives.

 

Major events

The table below sets forth the key events in the history of GRSE:

Calender Year	Major Achievements
1961	Built India’s first indigenous Naval, INS Ajay, since India's independence.
1980	Built the patrol vessel CGS Rajhans (GRSE yard 2003) for the Indian Coast Guard.
1981	Designed, built and delivered INS Sandhayak, a survey vessel for the Indian Navy, on February 26, 1981.
1984	Designed in-house and built the first of class landing ship tank (large).
1992	The class ship of new design FPV, CGS Priyadarshini (the company yard 2031) was delivered to Indian Coast Guard on March 03, 1992.
1994	The class P-16A guided missile frigate “INS Brahmaputra” (company yard 3009) was launched on January 26, 1994. Built research vessel.  The ship was named as “Sagardhwani” which means “Sound of Sea”.
1997	Designed & developed, portable steel bridges for the first time in India.
2000	Built and delivered the class fast attack craft (company yard no. 2047) on September 11, 2000 after extensive trials.
2009	2 WJ-FACs, INS Carnicobar and INS Chetlat were delivered on January 09, 2009 to Indian Navy.
2011	GRSE signed contract for building CGS Barracuda, a multi-role offshore patrol vessel for National Coast Guard of Mauritius on March 04, 2011 for export of a warship. CGS Barracuda also has the distinction of being the first ever ship to be built at the new integrated and modernized shipbuilding facility.
2014	The class ASW Corvette, INS Kamorta, was delivered to Indian Navy on July 12, 2014.
2016	The first of the 4 follow-on WJ-FACs, INS Tarmugli (yard no. 2109) was delivered to the Indian Navy on April 16, 2016.
2016-2017	2 ships of the class of new generation landing crafts delivered to Indian Navy on September 30, 2016 and July 20, 2017.
2017	The class ASW Corvette, INS Kiltan (yard no. 3019) was delivered to the Indian Navy on October 14, 2017.
2018	Delivery of fourth LCU ‘L-54’ to Indian Navy on April 6, 2018.
2018	Inauguration of Data Centre of Central Design Office at GRSE’s 61 Park Unit on June 1, 2018.
2018	Inauguration of modern Pump Test Bed Facility at GRSE’s Taratala unit on June 11, 2018.
2018	Inauguration of Virtual Reality Lab of Central Design Office at 61 Park Unit on July 7, 2018

 

Awards and Recognition

Our Company has received the following awards:

Year of Award	Award
2006	Accorded the status of Mini Ratna - Category I
2010-11	Best Performing Defence Shipyard
2010-11	Excellent grading under MoU signed with the GoI
2011-12	Best Performing Defence Shipyard
2011-12	Excellent grading under MoU signed with the GoI
2011-12	Indira Gandhi Rajbhasha Puraskar – 2nd prize in ‘C’ region for the implementation of official language Hindi in our Company
2012-13	Best Performing Defence Shipyard
2012-13	Indira Gandhi Rajbhasha Puraskar – 1st prize in 'C' region for implementation of official language Hindi under PSU category
2012-13	Excellent grading under MoU signed with the GoI
2013-14	Best Performing Defense Shipyard
2013-14	Excellent grading under MoU signed with the GoI
2014-15	National Talent Management Leadership Award 2015 in the Best Onboarding Program category from the World HRD Congress
2014-15	Most Caring Company Award at CSR Congress-2015
2014-15	Rajbhasha Kirti Puraskar – 2nd prize in ‘C’ region for excellence in implementation of official language policy under PSU category
2015-16	Raksha Mantri’s Award for in-house design effort of CGS Barracuda
2015-16	Rajbhasha Kirti Puraskar – 1st prize for excellence in implementation of official language in our Company.
2016	Quality leadership award by Quality Circle Forum of India
2016	Rajbhasha Kirti Puraskar – 2nd prize for excellence in implementation of official language
2016	Rajbhasha Kirti Puraskar – 2nd prize for the magazine ‘Rajbhasha Jagriti’
2017	Quality Leadership Award by Quality Circle Forum of India
2017	Runner-up in the category of ‘Contribution of Women in PSEs’ by ICC
2017	Runner-up in the category of ‘Human Resource Management’ by ICC
2017	Runner-up in the category of ‘CSR & Sustainability’ by ICC
2017	ICC PSE Excellence Award in the category of “Company of the Year”
2017	ICC PSE Excellence Award in the category of “Corporate Governance”
2017	SCOPE Corporate Communication Excellence Award 2017 in the category of Brand Building through Inclusive Growth Initiatives
2017	SCOPE Corporate Communication Excellence Award 2017 in the category of Best Corporate Communication Campaign/ Program (External)
2018	ET Bengal Corporate Award on Best CSR Idea - 2018 awarded by the Economic Times Group

 

Accreditations and Certifications

Our Company has received the following accreditations and certifications:

Certificate	Issued on	Valid Till	Particulars
Main Works Unit
ISO 14001:2004 - Management System	July 30, 2017	September 14, 2018	TUV NORD CERT certified the management system of our Company in line with the standard of ISO 14001-2004 for the scope of manufacturing of ships
BS OHSAS 18001:2007 - Management System	July 30, 2017	July 29, 2020	TUV NORD CERT certified the management system of our company in line of the standards of BS OHSAS 18001:2007 for the scope of manufacturing of ships
ISO 9001:2015 - Quality Management System Standard	December 13, 2016	December 12, 2019	Indian Register Quality Systems certified the management system of Main Works Unit and Design Office to conform to the quality management system standard of ISO 9001:2015 for ship design, ship building and ship repair.
61 Park Unit
ISO 9001: 2015 - Quality Management System Standard	June 22, 2018	June 22, 2021	Indian Register Quality Systems certified the management system of our Company to conform to the quality management system standard of ISO 9001:2015 for design, manufacture and supply of portable steel bridges.
FOJ Unit
ISO 9001:2015 - Quality Management System Standard	December 13, 2016	December 12, 2019	Indian Register Quality Systems certified the management system of our Company to conform to the quality management system standard of ISO 9001:2015 for ship design, ship building and ship repair.
Deck Machinery Taratala Unit
ISO 9001: 2015 - Quality Management System Standard	June 27, 2018	June 26, 2021	Indian Register Quality Systems certified the management system of our Company to conform to the quality management system standard of ISO 9001:2015 for design, development, manufacture, supply and service of Deck Machinery equipment and its accessories
Rajabagan Dockyard
ISO 9001: 2008 - Quality Management System Standard	January 30, 2016	September 14, 2018	Indian Register Quality Systems certified the management system of our Company to conform to the quality management system standard of ISO 9001:2008 for ship building, delivery of ships after sea trial and post delivery services.
Baranagar Training Centre Unit
ISO 9001: 2008 - Quality Management System Standard	January 6, 2016	September 14, 2018	Indian Register Quality Systems certified the management system of our Company to conform to the quality management system standard of ISO 9001:2008 for training of trade apprentices and marine engineers.
DEP, Ranchi Unit
ISO 9001:2008 - Quality Management System Standard	October 22, 2015	October 21, 2018	Indian Register Quality Systems certified the management system of our Company to conform to the quality management system standard of ISO 9001:2008 for manufacture and supply of diesel engines including assembly, testing and servicing of engines, fabrication and machining of general engineering items.

 

OUR MANAGEMENT

Board of Directors

Under the Articles of Association, our Company is required to have a minimum of three (3) Directors. We currently have ten (10) Directors, out of which five (5) are Part-Time Non-Official (Independent) Director, four (4) are Whole Time Directors and one (1) is Government Nominee Director.

The following table sets forth the details regarding the Board as of the date of this Red Herring Prospectus:

S. No.	Name, Designation, Address, Occupation, Nationality, DIN and Term	Age (in years)	Other Directorships
1.	RAdm Vipin Kumar Saxena, IN (Retired) Designation: Chairman & Managing Director Address: 11 New Road, Alipore, Kolkata – 700 027, West Bengal, India Occupation: Service Nationality: Indian DIN: 07696782 Term: Five (5) years with effect from March 01, 2017 (the date of assumption of charge) in the first instance or till the date of his superannuation or until further orders, whichever is the earliest.	56	Nil
2.	Sarvjit Singh Dogra Designation: Director (Finance) & CFO Whole Time Director Address: 27, Chetla Central Road, Flat 2B, 2nd Floor, Kolkata - 700 027, West Bengal, India Occupation: Service Nationality: Indian DIN: 07052300 Term: Five (5) years with effect from December 31, 2014 (the date of assumption of charge) in the first instance or till the date of his superannuation or until further orders, whichever is the earliest.	58	Nil
3.	Asit Kumar Nanda Designation: Director (Personnel) Whole Time Director Address: Shantikunj, P-374, Nalini Ranjan Road, New Alipore, Kolkata - 700 053, West Bengal, India Occupation: Service Nationality: Indian DIN: 07506042 Term: Five (5) years with effect from May 3, 2016 (date of assumption of charge) in the first instance or till the date of his superannuation or until further orders, whichever is the earliest.	58	Nil
4.	Cmde Sanjeev Nayyar, IN (Retired) Designation: Director (Shipbuilding)   Whole Time Director Address: Flat No. 18D, Tower D (Cedar), South City Residence, 375, Prince Anwar Shah Road, Kolkata – 700 068 West Bengal, India Occupation: Service Nationality: Indian DIN: 07973950 Term: With effect from December 16, 2017 (date of assumption of charge) till the date of his superannuation or until further orders, whichever is earlier.	56	Nil
5.	Ashwani Kumar Mahajan Designation: Government Nominee Director Address: D-09, HUDCO Place Extension, Andrews Ganj, New Delhi – 110 049, India Occupation: Service Nationality: Indian DIN: 07483427 Term: With effect from April 2, 2016 till further orders from the Government.	55	Bharat Dynamics Limited (Director)
6.	Bharat Bhushan Designation: Part-Time Non-Official (Independent) Director Address: C-11, Ahinsa Vihar, Sector-9, Rohini, New Delhi - 110 085, India Occupation: Professional Nationality: Indian DIN: 00262278 Term: Three (3) years with effect from September 15, 2017 (date of notification of their appointment) or till further orders from the Government, whichever is earlier.	52	Nil
7.	Kanwaljit Deol Address: A-78, NSG Society, P6, Greater Noida – 201310, Uttar Pradesh, India Designation: Part-Time Non-Official (Independent) Director Occupation: Retired IPS Officer Nationality: Indian DIN: 03192289 Term: Three (3) years with effect from September 15, 2017 (date of notification of appointment) or till further orders from the Government, whichever is earlier.	63	Nil
8.	Dr. Ajai Bhandari Address: Suraj Kunj Building, Sector-5, Shimla -171009, Himachal Pradesh, India Designation: Part-Time Non-Official (Independent) Director Occupation: Retired IAS Officer Nationality: Indian DIN: 00322233 Term: Three (3) years with effect from March 9, 2018 (date of notification of their appointment) or till further orders from the Government, whichever is earlier.	64	Nil
9.	RAdm Inder Paul Singh Bali, IN (Retired) Address: C-1/11, Bapanagar, Zakir Hussain Marg, New Delhi-110 001, India Designation: Part-Time Non-Official (Independent) Director Occupation: Indian Navy Retired Nationality: Indian DIN: 07912223 Term: Three (3) years with effect from March 9, 2018 (date of notification of their appointment) or till further orders from the Government, whichever is earlier.	58	Nil
10.	Dr. Biswapriya Roychoudhury Address: Fulbari, Manaskamana Road, English Bazar, Malda, West Bengal-732101 Designation: Part-Time Non-Official (Independent) Director Occupation: Doctor (Homeopathy) Nationality: Indian DIN: 08200896 Term: Three (3) years with effect from August 15, 2018 (date of allotment of DIN) or till further orders from the Government, whichever is earlier.	56	Nil

All the Directors of our Company are Indian nationals and none of the Directors are related to each other.

Brief Biographies of the Directors

Rear Admiral Vipin Kumar Saxena, IN (Retired)

RAdm Vipin Kumar Saxena, IN (Retired), aged fifty-six (56) years and having an experience of over thirty-three (33) years was appointed as the Chairman & Managing Director of our Company with effect from March 1, 2017 and is responsible for the overall management of our Company. Prior to joining our Company, he has put in over thrity-one (31) years of commissioned service in the Indian Navy since March 05, 1985 after completing Bachelor of Engineering (Electrical) from Jabalpur University. He also holds a Master of Science degree in Defence Studies from Madras University.He has varied experience and exposure of working in various organisations of the Indian Navy ranging from operational appointment on-board frontline warships, naval dockyards, warship acquisitions & construction programmes and project management at apex level for mega infrastructure project of the Indian Navy. As Principal Director (Ship Production) at Naval Headquarters, New Delhi he has handled various aspects of shipbuilding while managing multiple major contracts for construction of a number of warships both at Indian Shipyards (DPSUs & private) and foreign shipyards.

Sarvjit Singh Dogra

Sarvjit Singh Dogra, aged fifty-eight (58) years and having an experience of over thirty-two (32) years was appointed as Director (Finance) of our Company with effect from December 31, 2014 and heads the finance function of our Company. He is a qualified fellow member of the Institute of Costs Accountants of India. He has served in the Fertilizer Corporation of India Limited as Grade II - Accounts Officer. Thereafter, he has served in National Aluminum Company Limited, a Navratna CPSE under the Ministry of Mines, GoI, prior to joining our Company.

Asit Kumar Nanda

Asit Kumar Nanda, aged fifty-eight (58) years and having an experience of over thirty-three (33) years was appointed as Director (Personnel) of our Company with effect from May 03, 2016 and heads the human resource function of our Company. He holds a Bachelors’ Degree in Law from Sambalpur University and a Masters’ Degree in Social Work (Specialisation in Personnel Management & Industrial Relations) from Devi Ahilya Vishwavidhyalya, Indore. He is also credited with holding a Post-Graduate Diploma in human resource management from Indira Gandhi National Open University. He has worked for over three decades in the field of Human Resources Management in Central Public Sector Undertakings viz. ITI Limited, Hindustan Aeronautics Limited & BEML Limited both at the manufacturing & corporate level. Prior to joining our Company, he was working as CGM (HR) in BEML Limited.

Commodore Sanjeev Nayyar, IN (Retired)

Cmde Sanjeev Nayyar, IN (Retired), aged fifty-six (56) years and having an experience of over thirty-six (36) years, assumed charge as Director (Shipbuilding) of our Company with effect from December 16, 2017 and heads the shipbuilding division of our Company. Prior to joining GRSE, he has put in over thirty-five (35) years of commissioned service in the Indian Navy from July 1, 1982. He holds a Bachelor of Science and a Bachelor of Technology degree in Mechanical Engineering from Jawaharlal Nehru University, Delhi. He went on to obtain a Master of Technology degree in Design of Mechanical Equipment from IIT, Delhi, and a Master of Management Studies from Osmania University, Hyderabad.

Ashwani Kumar Mahajan

Ashwani Kumar Mahanjan, aged fifty-five (55) years and having an experience of over twenty-eight (28) years was appointed as a Government Nominee Director of our Company with effect from April 02, 2016. He holds a degree in Bachelor of Medicine and Bachelor of Surgery, from Medical College, Amritsar. He is a cadre of the Indian Revenue Service (IRS) and has previously worked in the Income Tax Department. Presently, he is working as Additional Financial Advisor & Joint Secretary, DDP.

Bharat Bhushan

Bharat Bhushan, aged fifty-two (52) years and having an experience of twenty-eight (28) years in the practice of chartered accountancy, was appointed as a Part-Time Non-Official (Independent) Director of our Company with effect from September 15, 2017. He holds a degree in Bachelor of Commerce from Punjabi University and is a Fellow Member of the Institute of Chartered Accountants of India. Presently, he is a Partner in Chandiwala Virmani & Associates since 2004. He also has post-qualification certification in Information Systems Audit.

Kanwaljit Deol

Kanwaljit Deol aged sixty-three (63) years and having an experience of thirty-eight (38) years was appointed as a Part-Time Non-Official (Independent) Director of our Company with effect from September 15, 2017. She holds a Masters Honours degree in Physics from Panjab University and a Bachelors’ degree in Law from University of Delhi. She was appointed into the Indian Police Service in 1977 and assigned to the Union Territories cadre. During thirty-eight (38) years of service in the police she has been posted in Delhi, Goa and Arunachal Pradesh, and has received training in various aspects of policing, vigilance, road traffic and transport, and human rights in India and abroad.

She also served as Additional Secretary in charge of Parliament Security in the Lok Sabha. In 2010 she headed the police force of the state of Arunachal Pradesh as its Director General of Police. In December 2012 she was appointed as Director General in charge of investigations with the National Human Rights Commission, New Delhi, until her retirement on October 31, 2014.

Dr. Ajai Bhandari

Dr.  Ajai Bhandari, Indian Administrative Services (Retired) aged sixty-four (64) years and having an experience of thirty-six (36) years in various executive capacities in middle and senior levels under the State Government of Himachal Pradesh. He was appointed as Part-Time Non-Official (Independent) Director of our Company with effect from March 9, 2018. He holds a Ph.D. in Life Sciences and Masters’ in Science (Botany) degree from the Himachal Pradesh University. He was Secretary to the State Government and held the Secretary level posts. He served as Managing Director and Chief Executive Officer of various Publice Sector Undertakings of the State. He also served in various positions in financial, power, legislative, developmental and other sectors in the State.

RAdm Inder Paul Singh Bali, IN (Retired)

Inder Paul Singh Bali, aged fifty-eight (58) years and having an experience of over thirty-four (34) years in the Indian Navy and Ministry of Defence, was appointed as a Part-Time Non-Official (Independent) Director of our Company with effect from March 9, 2018. During his career, he has held many positions at senior management level in administration, policy formulation & execution, technology evaluation & implementation, management of production work centers as well as management of marine infrastructure in the Navy. He holds a degree in Bachelor of Engineering (Electrical) from NITSRI and a Bachelor of Engineering degree in Industrial Engineering from the Institution of Electronics and Telecommunication Engineers, India. He is alumnus of Naval War College (Mumbai). He also holds a Master of Technology degree in Communication & Radar Engineering from IIT, Delhi. He was decorated with the prestigious Ati Vishisht Seva Medal (AVSM) and Vishisht Seva Medal (VSM) awards by the President of India for professional excellence and outstanding contribution to the Service.

Dr. Biswapriya Roychoudhury

Dr. Biswapriya Roychoudhury, aged fifty-six (56) years was appointed as a Part-Time Non-Official (Independent) Director of our Company for a term of three (3) years with effect from August 15, 2018. He is a homeopathic doctor by profession.

Corporate Governance

In addition to the applicable provisions of the Companies Act, 2013 and DPE Guidelines on Corporate Governance for Central Public Sector Enterprises with respect to corporate governance, provisions of the SEBI Listing Regulations will also be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges.

Our Chairman & Managing Director is an executive Director. Our Company currently has ten (10) Directors, of which four (4) are executive Directors, one (1) is Government Nominee Director and five (5) are Part-Time Non-Official (Independent) Directors out of which one is a woman Director.

Pursuant to MCA notification dated June 5, 2015, the Central Government has exempted/ modified the applicability of certain provisions of the Companies Act, 2013 in respect of Government Companies. In accordance with this notification, the DPE Guidelines on Corporate Governance for CPSE and pursuant to our Articles, matters pertaining to, among others, appointment, remuneration and performance evaluation of our Directors are determined by the President of India. Further, our Statutory Auditor is appointed by the Comptroller and Auditor General of India. Accordingly, in so far as the aforestated matters are concerned, the terms of reference of our HR, Nomination and Remuneration Committee and Audit Committee only allow these committees to take on record the actions of the President of India or the Comptroller and Auditor General of India, as the case may be.

Other than as described above, our Company is in compliance with corporate governance norms prescribed under SEBI Listing Regulations, including in relation to the composition of its committees, such as the Audit Committee; Stakeholders Relationship Committee; HR, Nomination and Remuneration Committee; CSR & Sustainability Committee and Risk Management Steering Committee, policy on related party transactions, whistle blower policy (including setting up of vigil mechanism), policy on preservation of documents, familiarisation program for part-time non-official (independent) directors, policy on code of conduct and policy for determining materiality of an event/information for making adequate disclosure of such an event/ information before the stock exchanges and for identification of material subsidiaries.

The corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law.

The Board of Directors functions either as a full board or through various committees constituted to oversee specific operational areas. Our Company’s executive management provides the Board with detailed reports on its performance periodically.

The details of the Audit Committee, HR, Nomination & Remuneration Committee, Risk Management Steering Committee, CSR & Sustainability Committee and IPO Committee are given below:

In terms of the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, our Company has constituted/ reconstituted the following Board-level committees:

• Audit Committee;
• HR, Nomination and Remuneration Committee;
• CSR & Sustainability Committee; and
• Stakeholders Relationship Committee.
  
  
  

1. Audit Committee

The Audit Committee was re-constituted pursuant to the circular resolution adopted on March 20, 2018. The Committee presently comprises of the following members:

Name of the Directors	Position in the Committee	Designation
Bharat Bhushan	Chairman	Part-Time Non-Official (Independent) Director
Kanwaljit Deol	Member	Part-Time Non-Official (Independent) Director
RAdm Inder Paul Singh Bali, IN (Retired)	Member	Part-Time Non-Official (Independent) Director
Cmde Sanjeev Nayyar, IN (Retired)	Member	Director (Shipbuilding)

Our Director (Finance) is a permanent special invitee on our Audit committee and our Company Secretary is the secretary of the Audit Committee.

Scope and terms of reference: The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013, Regulation 18(3) of the SEBI Listing Regulations and the guidelines on corporate governance on Central Public Sector Enterprises issued by the DPE.

Terms of reference for the Audit Committee are as follows:

1. To assist the Board in its oversight functions relating to:
   1. quality and integrity of disclosures contained in the audited and unaudited financial statements;
   2. compliance with legal and regulatory requirements;
   3. qualifications, experience, performance and independence of external auditors;
   4. integrity of the internal controls established from time to time; and
   5. investments of our Company.
2. To investigate into any matter in relation to the items specified in Section 177 of the Companies Act, 2013 or referred to it by the Board and for this purpose, shall have full access to information contained in the records of our Company and seek external professional advice, if necessary.
3. To investigate any activity within its terms of reference.
4. To seek information from any source including employees.
5. To obtain outside legal or other professional advice, if necessary.
6. To secure attendance of outsiders with relevant expertise, if it considers necessary.
7. To protect whistle blowers.
8. Overseeing our Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
9. Reviewing with the management, the quarterly / half yearly financial statements before submission to the Board for approval.
10. Reviewing with the management, annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:
    1. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of clause (3)(c) of Section 134 of the Companies Act,2013;
    2. Changes, if any, in accounting policies and practices and reasons for the same;
    3. Major accounting entries involving estimates based on the exercise of judgment by management;
    4. Significant adjustments made in the financial statements arising out of audit findings;
    5. Compliance with accounting standards issued by the Institute of Chartered Accountants of India;
    6. Compliance with legal requirements relating to financial statements;
    7. Disclosure of any related party transaction; and
    8. Qualifications in the draft audit report.
       
       
11. Audit(s)
    1. Internal Audit:
       1. Reviewing, with the management, performance of internal auditors (external firms) and adequacy of internal control systems.
       2. Reviewing the adequacy of internal audit (in house) function, if any, including the structure of internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of such audit.
       3. Discussion with internal auditors on any significant findings and follow up thereon.
       4. Recommending to the Board appointment and fixation of fees for Internal Auditors for Audit and other services if any.
    2. Statutory Audit & Branch Audit:
       1. Discussion with Statutory Auditors & Branch Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
       2. Discussion with Statutory Auditors & Branch Auditors on any significant findings and follow up thereon.
       3. Recommending to the Board the fixation of Statutory and Branch Audit Fees.
       4. Approval of payment to statutory auditors for any other services (other than audit) rendered by them.
    3. Cost Audit & Tax Audit:
       Recommending to the Board, the appointment, re-appointment and if required, replacement or removal of cost auditors and tax auditors and fixation of Audit fees and other terms of appointment. 
12. Reviewing and monitoring the auditors’ independence and performance and effectiveness of audit process.
13. Review the Cost Audit Report along with full information and explanation on every reservation or qualification contained therein and recommend the report to the Board for consideration
14. Provide an open avenue of communication between the independent auditor, internal auditor and the Board of Directors.
15. Review with the independent auditors the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, and the effective use of all audit resources.
16. Consider and review the following with the independent auditors and management:
    1. The adequacy of internal controls including computerized information system controls and security, and
    2. Related findings and recommendations of the Independent auditor and internal auditor, together with the management responses.
17. Consider and review the following with the management, internal auditor and the independent auditor:
    1. Significant finding during the year, including the status of previous audit recommendations
    2. Any difficulties encountered during audit work including any restrictions on the scope of activities or access to required information.
18. Government audit: To review the follow up action on the audit observations of the C&AG audit.
19. Reviewing the findings of any internal investigations by the internal auditors/statutory auditors/other agencies into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
21. To review the functioning of the Whistle Blower Mechanism.
22. To review the follow-up action taken on the recommendations of committee on public undertakings (COPU) of the Parliament.
23. Review and pre-approve all related party transactions in our Company. For this purpose, the Audit Committee may designate a member who shall be responsible for pre-approving related party transactions.
24. Review our Company’s financial policies, commercial policies and risk management policies.
25. Evaluation of internal financial controls and risk management system.
26. Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, right issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in this offer document/prospectus/notice, and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or right issue, and making appropriate recommendations to the Board to take up steps in this matter.
27. Scrutiny of inter-corporate loans and investments.
28. Valuation of undertakings or assets of our Company, wherever it is necessary.
29. Approval or any subsequent modification of transactions of our Company with related parties.
30. Review the following information:
    1. The management discussion and analysis of financial condition and results of operations;
    2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
    3. Management letter / letters of internal control weaknesses issued by the statutory auditors;
    4. Internal audit reports relating to internal control weaknesses;
    5. The appointment, removal and terms of remuneration of internal auditors/chief internal auditor; and
    6. Certification / declaration of financial statements by the chief executive/chief finance officer.
31. To call for comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issue with the internal and statutory auditors and the management of our Company.
32. Carrying out such other functions as may be specifically referred to the Committee by our Company’s Board of Directors and/or other Committees of Directors.

b.  HR, Nomination and Remuneration Committee

The HR, Nomination and Remuneration Committee was re-constituted pursuant to a circular resolution adopted on March 20, 2018. It was renamed as HR, Nomination and Remuneration Committee by circular resolution adopted on November 01, 2017.

The Committee presently comprises of the following members:

Name of the Directors	Position in the Committee	Designation
Kanwaljit Deol	Chairman	Part-Time Non-Official (Independent) Director
Bharat Bhushan	Member	Part-Time Non-Official (Independent) Director
Dr. Ajai Bhandari	Member	Part-Time Non-Official (Independent) Director

Our Director (Personnel) is a permanent special invitee on the HR, Nomination and Remuneration Committee and our Company Secretary is the secretary of the HR, Nomination and Remuneration Committee.

Scope and terms of reference:                       

Terms of reference for the HR, Nomination and Remuneration Committee are as follows:

1. To decide the annual bonus / variable pay pool Performance Related Pay (PRP) and policy for its distribution across the executives (including Board Level executives) and non-unionised supervisors within the prescribed limits for each financial year.
2. To examine all the proposals related to HR issue and give its recommendations.
3. The recommendations of the “HR, Nomination and Remuneration Committee” are placed before the Board of Directors for approval.

 c.  CSR & Sustainability Committee

The CSR & Sustainability Committee was re-constituted on February 9, 2018. It presently comprises of the following members:

Name of the Directors	Position in the Committee	Designation
Kanwaljit Deol	Chairman	Part-Time Non-Official (Independent) Director
Cmde Sanjeev Nayyar, IN (Retired)	Member	Director (Shipbuilding)
Asit Kumar Nanda	Member	Director (Personnel)

Our Company Secretary is the secretary of CSR & Sustainability Committee

Scope and terms of reference:

Terms of reference for the CSR & Sustainability Committee are as follows:

1. Formulate and recommend to the Board, a Corporate Social Responsibility and Sustainability Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule - VII of the Companies Act, 2013.
2. Recommend amount of expenditure to be incurred on CSR activities.
3. Monitor the Corporate Social Responsibility and Sustainability Policy of the Company and its effective implementation from time to time.

d. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted pursuant to the Board Resolution passed on November 14, 2017. It presently comprises of the following members:

Name of the Directors	Position in the Committee	Designation
Bharat Bhushan	Chairman	Part-Time Non-Official (Independent) Director
Kanwaljit Deol	Member	Part-Time Non-Official (Independent) Director
Sarvjit Singh Dogra	Member	Director (Finance)
Asit Kumar Nanda	Member	Director (Personnel)

Scope and terms of reference:

The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

Apart from the abovementioned committees our Company has also constituted the following Committees:

1. Risk Management Steering Committee

Pursuant to the Risk Management Policy of our Company approved vide a Board resolution dated August 25, 2014, the Risk Management Steering Committee was constituted vide C&MD’s Ty Order No. 19/15 dated May 5, 2015, which currently consists of:

Name of the Directors	Position in the Committee	Designation
Cmde Sanjeev Nayyar, IN (Retired)	Chairman	Director (Shipbuilding)
Asit Kumar Nanda	Member	Director (Personnel)
Sarvjit Singh Dogra	Member	Director (Finance)
Arun Ratan Pal	Member	CGM (ERP)

The terms of reference of the risk management steering committee of our Company include the following:

1. Lead the Risk management initiative within the Company.
2. Set standards for risk documentation and monitoring.
3. Recommend training programs for staff with specific risk management responsibilities.
4. Review and approve the risk management report including selection of critical risks to be put before the Board.
5. The Risk Management Steering Committee shall be responsible for reviewing the risk appetite of the company on a yearly basis and revising the same based on changes in internal/ external business environment and stakeholder expectations.

b.  IPO Committee

In addition to above committees, our Board has also constituted an IPO Committee pursuant to a resolution dated November 14, 2017, which currently consists of

Name of the Directors	Position in the Committee	Designation
RAdm Vipin Kumar Saxena, IN (Retired)	Chairman	Chairman & Managing Director
Ashwani Kumar Mahajan	Member	Government Nominee Director
Sarvjit Singh Dogra	Member	Director (Finance)

The terms of reference of the IPO Committee of our Company include the following:

1. Approve the Restated/ Audited Financial Statements for inclusion in the DRHP and/ or this RHP and/ or the Prospectus as the case may be in connection with this Offer.
2. Approve, adopt and file the DRHP, RHP and the Prospectus for this Offer, with SEBI, the RoC, of the State in which the Corporate Office of the Company is located and/or the Stock Exchanges, as the case may be, and to make any corrections or alterations therein.
3. Finalise, approve, execute and deliver or arrange the delivery of this Offer Agreement, Syndicate Agreement, Underwriting Agreement, Share Escrow Agreement, certificates, Registrar Agreement and all other documents, agreements and instruments as may be required or desirable in relation to this Offer and any amendments, supplements, notices or corrigenda thereto, together with any summaries thereto, as may be required or desirable in connection with this Offer of the Equity Shares by the Company;
4. Open with the Bankers to this Offer such account as are required by the regulations issued by SEBI.
5. Open and operate bank accounts of the Company in such name and style as may be decided for the handling/ collecting/ refund for this Offer and to authorize one or more officers of the CPSE to execute all documents/ deeds as may be necessary for this Offer;
6. Make applications to the RBI and such other authorities as may be required for the purpose of Allotment of Equity Shares to Non-Resident Investors.
7. Approve all actions required to dematerialize the Equity Shares of the Company;
8. Do all such acts, deeds, matters and things and execute all such other documents etc. as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, to Allot the Equity Shares to the successful Allottees as permissible in law, issue of share certificates in accordance with the relevant rules;
9. Make applications for listing of the Equity Shares of the Company and to execute and to deliver or arrange the delivery of necessary documentation to the concerned Stock Exchange(s).
10. Take all action as may be necessary or authorized in connection with this Offer;
11. Seek the admission of the Company’s Equity Shares into the CDSL and the NSDL;
12. Seek, if required, the consent of the Company’s lenders, parties with whom the Company has entered into various commercial and other agreements, all concerned Government and regulatory authorities in India or outside India, and any other consents that may be required in connection with the IPO.

 

ORGANIZATION STRUCTURE OF OUR COMPANY

 Key Management Personnel and Senior Management Personnel

The following persons are the Key Management Personnel of our Company:

1. RAdm Vipin Kumar Saxena, IN (Retired), Chairman & Managing Director;
2. Sarvjit Singh Dogra, Director (Finance) & CFO;
3. Asit Kumar Nanda, Director (Personnel);
4. Cmde Sanjeev Nayyar, IN (Retired), Director (Shipbuilding); and
5. Sandeep Mahapatra, Company Secretary and Compliance

In addition to the persons mentioned above, the following persons are Senior Management Personnel of our Company:

1. Arup Ratan Pal, CGM (ERP, YM)
2. Dumpala Vijayam, CGM (Engineering, DEP)
3. Cmde PR Hari, IN (Retired), CGM (PP & C)
4. Dibyendu Maitra, CGM (Main Works Unit)
5. Siddhartha Ray, GM (Finance)
6. Captain Jagmohan, IN (Retired), GM (Design)
7. Venkatesh Murthy, GM (Material)
8. Abhaya Kumar Mahapatro, GM (HR & Administration)
9. Commander Soumya Choudhury, IN (Retired) GM (FOJ)
10. Commander Bhaskar Sengupta, IN (Retired), GM (QA, VD and IE&P)
11. DIG (Retired) Subrato Ghosh, GM (Rajabagan Dockyard)
12. Commander Bhubaneshwar Mishra, IN (Retired), AGM In-charge (Taratala Unit)

All Key Management Personnel and Senior Management Personnel are permanent employees of our Company.

For details of RAdm Vipin Kumar Saxena, IN (Retired), Sarvjit Singh Dogra, Asit Kumar Nanda and Cmde Sanjeev Nayyar, IN (Retired) see “Our Management – Brief biographies of the Directors” on page 175.

Sandeep Mahapatra

Sandeep Mahapatra was appointed as a Company Secretary of our Company with effect from November 23, 2007. He was designated as the Compliance Officer of the Company for the purposes of SEBI Listing Regulations with effect from July 21, 2017. He is a member of the Institute of Company Secretaries of India. He also holds a degree in Master of Commerce and Bachelor of Law from Utkal University, Bhubaneswar. Prior to joining our Company, he worked as the Company Secretary of Bilati (Orissa) Limited from February 1, 1996 to September 30, 2007. He holds an experience of more than twenty-one (21) years in the Secretarial and Legal functions.

Brief Profiles of our Senior Management Personnel

Arup Ratan Pal

Arup Ratan Pal is the CGM (ERP & YM) of our Company. He has been associated with our Company since March 6, 2006. He holds a bachelor’s degree in Electrical Engineering from Jadavpur University and Post Graduate Diploma in Information Technology and Management from All India Management Association. He has over twenty-two (22) years of experience and was in the past associated with Suzlon Windfarm Services Limited, Alstom Projects India Limited, ABB Limited and NTPC Limited.

Dumpala Vijayam

Dumpala Vijayam is the CGM (Engg. & DEP) of our Company. He has been associated with our Company since October 25, 2011. He holds a bachelor’s degree in Mechanical Engineering from Kakatiya University and a Post Graduate Diploma in Industrial Engineering from the National Institute of Industrial Engineering (formerly known as National Institute for Training in Industrial Engineering). He has over twenty-eight (28) years of experience and was in the past associated with BEML Limited, Bharat Dynamics Limited, Hindustan Aeronautics Limited and The General Electric Company of India Limited.

Cmde PR Hari, IN (Retired)

Cmde PR Hari is the CGM (PP & C) of our Company. He has been associated with our Company since December 31, 2016. He holds a Bachelors’ degree in Mechanical Engineering from Jawaharlal Nehru University, New Delhi, Degree of Master of Science in Defence and Strategic Studies from the University of Madras. He has over twenty-eight (28) years of experience and was in the past associated with the Indian Navy as a Cmde.

Dibyendu Maitra

Dibyendu Maitra is the CGM (Main Works) of our Company. He has been associated with our Company since April 13, 1982. He holds a Bachelors’ degree in Mechanical Engineering from the University of Calcutta. He is also an associate member of the Institute of Cost and Works Accountants of India.

Siddhartha Ray

Siddhartha Ray is the GM (Finance) of our Company. He has been associated with our Company since August 20, 2007. He holds Bachelors’ degree in Statistics from the University of Calcutta and he is also an associate member of the Institute of Cost and Works Accountants of India. He has over twenty-one (21) years of experience and was in the past was associated with TIL Limited, The Jay Engineering Works Limited, Tirupati Jute Industries Private Limited and Steinhaus (India) Private Limited.  

Captain Jagmohan, IN (Retired)

Captain Jagmohan is the GM (Design) of our Company. He has been associated with our Company since April 4, 2016. He holds Bachelors’ degree in Naval Architecture and Shipbuilding from the Cochin University of Science and Technology, a diploma in Naval Construction from the IIT, Delhi and holds Masters’ Degree in Ocean Engineering from the IIT, Kharagpur. He has over twenty-six (26) years of experience and was in the past associated with the Indian Navy as a Captain.   

Venkatesh Murthy

Venkatesh Murthy is the GM (Material) of our Company. He has been associated with our Company since May 9, 2016. He holds a Bachelors’ degree in Mechanical Engineering from the University of Mysore. He has over twenty-three (23) years of experience and in the past, was associated with BEML Limited.

Abhaya Kumar Mahapatro

Abhaya Kumar Mahapatro is the GM (HR & Administration) of our Company. He has been associated with our Company since May 11, 2016. He holds a Bachelor’s (Honours) degree in Chemistry Hons from Berhampur University, Masters’ degree in Arts from Berhampur University and a diploma in Training and Development from Indian Society for Training and Development. He has over twenty-six (26) years of experience and in the past, was associated with Ferro Scrap Nigam Limited, Heavy Engineering Corporation Limited and United Bank of India.

Commander Soumya Choudhury, IN (Retired)

Commander Soumya Choudhury is the GM (FOJ) of our Company. He has been associated with our Company since November 12, 2007. He holds a Bachelors’ degree in Electrical Engineering from the University of North Bengal and Post Graduate Diploma in Operations Management from India Management Association. He has over twenty-four (24) years of experience and in the past, has been associated with Indian Navy as a Commander.

Commander Bhaskar Sengupta IN (Retired)

Commander Bhaskar Sengupta is the GM (QA, VD and IE&P) of our Company. He has been associated with our Company since January 18, 2010. He holds a Bachelor (Honours) degree in Naval Architecture from IIT, Kharagpur, a Diploma in Naval Construction from the IIT, Delhi and a Certificate in Master of Business Administration (Part Time) from Faculty of Management Studies, University of Delhi. He has over twenty-one (21) years of experience and in the past, has been associated with Indian Navy as a Commander.

DIG (Retired) Subrato Ghosh

Subrato Ghosh is the GM (Rajabagan Dockyard) of our Company. He has been associated with our Company since October 3, 2016. He holds a Bachelors’ degree in Mechanical Engineering from Dayalbagh Educational Institute (Deemed University), Agra, a Masters’ degree in Engineering (Mechanical Marine Engineering) from the University of Pune and holds a Masters’ degree in Business Administration from Jamia Millia Islamia, New Delhi. He has over twenty-nine (29) years of experience and in the past, has been associated with Indian Coast Guard and NCCBM.

Commander Bhubaneshwar Mishra, IN (Retired)

Bhubaneshwar Mishra is the AGM In-charge (Taratala Unit) of our Company, having joined our Company on January 17, 2013. He is qualified in Basic Engineering course from the Naval College of Engineering, Lonavala. He holds a post graduate diploma in Management from Jamnalal Bajaj Institute of Management Studies, University of Mumbai in collaboration with college of Naval Warfare at Karanja in the year 2007. Prior to joining our Company, he was associated with the Indian Navy.