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Dredging Corporation of India Ltd.

BSE: 523618 Sector: Others
NSE: DREDGECORP ISIN Code: INE506A01018
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VOLUME 10264
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Dredging Corporation of India Ltd. (DREDGECORP) - Director Report

Company director report

FOR THE YEAR 2019-20

Your Directors have pleasure in presenting this 44TH Annual Report togetherwith the audited financial statements of the Company for the year ended 31st March2020.

1. FINANCIAL RESULTS

PARTICULARS 2019-20 2018-19 % CHANGE
(I) INCOME
A. Operations 74969 69174 8.38
B. Others 560 678
TOTAL INCOME 75529 69852 8.13
(II) EXPENDITURE
i) Employees Benefits 9399 10437
ii) Depreciation 11713 11291
iii) Repairs and maintenance (Vessels) 4531 2206
iv) Power Fuel and Lubricants 26850 26533
v) Spares and Stores 2045 4218
vi) Insurance 602 622
vii) Other Expenses 17475 8452
viii) Finance costs 1391 1754
TOTAL EXPENDITURE 74188 65514 13.24
Profit before Tax 1341 4338 (69.09)
Less : Provision for taxes 790 535
Profit after Tax 551 3803 (85.51)

2. CAPACITY UTILISATION

The capacity utilisation in number of days and quantity dredged as against the targetsduring the year is as under: -

Target Actual % Utilisation
No. of Days 3232 2970 91.89%
Quantity (Mln. Cu.M) 56.80 63.30 111.44%

3. DCI FLEET

The Company has 10 Trailer Suction Hopper Dredgers (TSHDs) 2 Cutter Suction Dredgers(CSDs) one Back Hoe Dredger and one Inland Cutter Suction Dredger apart from otherancillary crafts.

4. DREDGING OPERATIONS

Important Contracts executed during the Year 2019-20

1. Maintenance dredging in the Shipping Channel leading to Haldia Dock Complex in theHugly Estuary of Kolkata Port Trust.

2. Maintenance Dredging at Lower Eden Bar in connection with dredging in the HuglyEstuary.

3. Dredging in river Muriganga in P.S. Kakdwip and Sagar District South 24 Paraganas.

4. Maintenance Dredging of Approach Channel. Entrance Channel Turning Circle Docks& Sand Trap of Paradip Port Trust.

5. Maintenance dredging of Mahanadi River Mouth and Navigational Channel to facilitatenavigation to the Paradip Fishing Harbour.

6. Deployment of Backhoe along with barges for dredging at Paradip Port.

7. Dredging of inner harbour channel inner harbour turning circle and in-front at EQ-6berth in Northern arm of Visakhapatnam Port

8. Maintenance dredging at Vizag General Cargo Berth (VGCB) Vedanta.

9. Maintenance dredging at New Sand Trap (NST) and its approaches and other areas ofVPT and to pump the dredged material to the shore by using extended rain bowing throughFloating pipeline method for the year 2019-20.

10. Dredging at multipurpose terminal by replacement of existing EQ-1 to EQ-5 berths tocater to 14.00m draft vessels in inner harbour of Visakhapatnam Port Trust.

11. Beach Nourishment and Maintenance Dredging using TSHD at Gangavaram Port Pvt. Ltd

12. Capital Dredging for dredging at LNG jetty and its approaches at Kamarajar Port PvtLtd

13. Capital Dredging at Coastal Berth & Jawahar Dock with Backhoe in Chennai PortTrust.

14. Maintenance dredging along SIOTL berth at Kamarajar Port Pvt Ltd

15. Capital Dredging at VOC Port Trust by engaging at Cutter Suction Dredger

16. Capital Dredging for Govt. of India Jetty at Cochin Port Trust

17. Maintenance Dredging at Cochin Shipyard Limited.

18. Dredging for Maintenance of channels and Basins at Cochin Port.

19. Maintenance Dredging at New Mangalore Port.

20. Maintenance Dredging at Mormugao Port.

21. Maintenance Dredging at RGPPL Navigati

22. Maintenance Dredging of Mumbai Harbour channel and JN Port Channel.

23. Maintenance dredging of Naval Sites at Mumbai.

24. Capital dredging at Neendakara Fishing Harbour basin Mamanthuruthu to DalvapuramChannel dredging and removal of obstructions under Dalvapuram bridge.

5. SAFETY MANAGEMENT SYSTEM (ISM)

(a) The dredgers hold valid Safety Management Certificate (SMC) or Indian CoastalVessel Safety Certificate (ICVSC) as per the IR Class Notation (FG or coastal vessel) asapplicable.

(b) DCI holds a Document of Compliance (DOC) valid till 24.06.2022. The same is beingendorsed every year after annual verification audit by DG Shipping. The second annual DOCaudit was held on 29/07/2019 at HO Visakhapatnam.

SHIP SECURITY SYSTEM (ISPS)

(c) The dredgers of DCI hold valid International Ship Security Certificate (ISSC) orAnnexure (security certification) to Indian Coastal Vessel safety certificate (ICVSC) asper the IR Class Notation (FG or coastal vessel) as applicable.

QUALITY MANAGEMENT SYSTEM (ISO 9001:2015)

DCI is certified for Quality Management System (ISO 9001:2015) and the certificate isvalid up to 25th February 2022.The QMS surveillance audit is being carried outevery year by IRQS as part of certification of the system.

ENVIRONMENT MANAGEMENT SYSTEM (ISO 14001:2015)

DCI is certified for Environmental Management System (ISO 14001:2015) and thecertificate is valid up to 13th March 2022. The EMS surveillance audit isbeing carried out every year by IRQS as part of certification of the system.

MARITIME LABOUR CONVENTION (MLC) 2006

The Dredgers of DCI hold valid MLC- 2006 certificate as on date.

6. MEMBERS/ INVESTOR SERVICES

The shares of the Company are listed on BSE Calcutta and National Stock Exchanges. Theshares of the Company are dematerialised with both the depositories NSDL and CDSL. Thetax-free bonds are listed with the Stock Exchange Mumbai. M/s. KFin Technologies PrivateLimited Hyderabad are the R & T Agents of the Company. M/s CATALYST TRUSTEESHIPLIMITED (formerly GDA Trusteeship Ltd.) Pune is the Trustee for the Tax free bonds issuedin the year 2013-14.

7. THE REQUIRED PARTICULARS ETC. PURSUANT TO SECTION 134 (3) OF THE COMPANIESACT 2013 ARE AS UNDER: -

a) The extract of the Annual Return as provided under Sub-section (3) of Section 92 ofthe Companies Act 2013 in form no. MGT 9 is hosted on the website of the companyhttp://www.dredge-india.com/investors.html.

b) Number of meetings of the Board: - During the financial year 2019-20 the company hasheld six Board Meetings. Further details are provided in the Corporate Governance Report.The Company has duly constituted Audit Committee Nomination and Remuneration Committeestake holders relationship committee and the details of the same including theirconstitution no. of meetings etc. is included in the corporate Governance Report.

c) Directors' Responsibility Statement: - Pursuant to the provisions of Section 134 (5)of the Companies Act 2013 your Directors state that:

(i) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with a proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.(ca)details in respect of frauds reported by auditors under sub-section (12) of section143 other than those which are reportable to the Central Government: NIL

d) The independent directors have submitted the required declaration under sub-section(6) of Section 149 with regard to meeting the stated criteria for independence.

e) The Promoters have been continuing with the same remuneration norms as per theprovisions in share purchase agreement. The Independent directors are paid only sittingfees of 20000/- for attending each meeting of the board or committee thereof and are notpaid any other remuneration. The Part-time official Directors were not paid anyremuneration by the Company. The remuneration to Managing Director is within the limitsspecified in Section 197/198 of the Companies Act and Rules made thereunder. The Companyhas constituted Nomination and Remuneration committee as per Section 178 consisting ofthree Independent Directors.

f) Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made: -

(A ) THE INDEPENDENT AUDITORS IN THEIR REPORT FOR 2019-20 HAVE STATED AS UNDER: -EMPHASIS OF MATTERS: QUOTE

We draw attention to the following matters. Our opinion is not modified in respect ofthis matter.

Note No 9 to the financial results regarding estimating Unbilled Operational Incomepertaining to M/s Jawaharlal Nehru Port Trust wherein due to Covid-19 lockdown situationjoint progressive Survey could not be conducted during first week of April

2020 and hence a technical methodology was adopted by the Management for estimating theIncome upto 31st March 2020. We have relied upon the technical estimate provided by theManagement.

Note No 2 to the financial results which states that Trade Receivables include a sum ofRs. 9772 lakhs due from M/s Sethusamudram Corporation Limited (SCL) towards works executedduring 2005-06 to 2008-09 as has been settled by a Committee chaired by AdditionalSecretary & Financial Advisor Ministry of Shipping Government of India (AS & FACommittee). The Committee stated that a Note seeking approval of the Cabinet needs to bemoved for seeking Government Budgetary resources for SCL to make payment of balanceoutstanding dues to the Company.

Note No 11 to the financial results which states that Outstanding balances under TradePayables Other Payables Trade Receivables and Advance to Suppliers are subject toreconciliation the impact of which is not ascertainable.

Note No 10 of the financial results regarding Arbitral Award of Rs.57.34 Cr. in favourof M/s Mercator Lines Limited (MLL). The Company has challenged the Arbitral Award beforethe High Court of Delhi and also before the jurisdictional High Court of Justice Businessand Property Courts of England and Wales Commercial Court and the same have beendismissed. MLL filed Execution Petition before the High Court of Delhi seekingexecution/enforcement of Arbitral Awards. DCI has contested the Award under Section 48 ofthe Arbitration and Conciliation Act 1996 while praying for rejecting the executionpetition of MLL on the ground that the Award is contrary to the public policy of Indiaand also on the ground that arbitral procedure was not in accordance with the agreement ofparties particularly LMAA Rules. Accordingly the said Arbitral Award is shown ascontingent liability. We have relied upon the legal opinions obtained by the Company fromSenior Counsels.

UNQUOTE

Management comments to emphasis of matter:

Management comments to emphasis of matter:

Note No 2 - A Committee chaired by Additional Secretary & Financial AdvisorMinistry of Shipping Government of India (AS & FA Committee) considered the issue ofoutstanding issues to the Company by SCL and decided that the payments to be made to DCI.SCL has released some payments to the Company in line with the decisions. Ministry ofShipping has confirmed that release of balance fund is being considered at appropriatelevel.

Note No. 11 - With regard to balance of Payables Other Payables Trade ReceivablesAdvance to Suppliers at Sl.No. (b) above it is stated that confirmation for some of theamounts particularly with regard to sundry debtors due from various ports etc. for theworks executed by DCI and/or bills raised for the same is being followed up.

The comments of Statutory auditor on Note No. 9 and Note No. 10 are self-explanatory.

(B) OBSERVATIONS MADE BY THE SECRETARIAL AUDITOR: QUOTE

Company did not have requisite number of Independent Directors on the Board for theperiod from 01.04.2019 to 24.04.2019 08.05.2019 to 10.05.2019 and from 05.09.2019 to31.03.2020 and a woman Director on the Board for the period 01.04.2019 to 04.09.2019 asrequired under Section 149 of the Companies Act 2013 and Regulation 17 (1) of SEBI (LoDR)Regulations 2015.

Management comments to emphasis of matter:

The Company was a Government of India Undertaking and as per the Articles ofAssociation of the Company the Directors are to be appointed by the President of India.Pursuant to the share Purchase Agreement executed on 08th March 2019 between Governmentof India represented by Ministry of Shipping and the four Ports ("Purchasers")Visakhapatnam Port Trust Paradip Port Trust Jawaharlal Nehru Port Trust and DeendayalPort Trust all the shares amounting to 73.47% of the Equity share Capital of the Companywas transferred to the purchasers - Visakhapatnam Port Trust(19.47%) Paradip Port Trust(18%) Jawaharlal Nehru Port Trust (18%) and Deendayal Port Trust (18%) along withtransfer of management and control. The appointment of requisite number of independentdirectors has been taken up with the promotors.

g) particulars of loans guarantees or investment under Section 186: - details ofinvestment given under the respective head in the financial statement. The Company has notgiven any loans or guarantees. h) particulars of contracts or arrangements with relatedparties referred to in Section 188 (1):- In line with the provisions of the Companies Act2013 and the SEBI (LODR) Regulations 2015 the Company has formulated a Policy onmateriality of Related Party Transactions and also on dealing with Related PartyTransactions. The same has been posted on the website of the Company. The related partytransactions of DCI for the year 2019-20 are mainly with other State controlledenterprises. The necessary disclosures with regard to the transactions with the relatedparties Promoter Group has been made at Note No. 26 Additional information on FinancialStatements Sl.No. 8 with heading Related Party Transactions in the Financial statementfor the year 2019-20 and the relevant disclosure in Form No. AOC-2 has also been Annexedto the Board Report. During the year under review apart from what is disclosed theCompany has not entered into financial or other transactions of material nature with itsPromoters the Directors and senior management that may have potential conflict with theinterests of the Company at large and/or which are not in normal course of business. Therehave been no loans/advances/investments or any other transactions with any of the entitiesin which Directors are interested as per the disclosures given by them coming within thepurview and requiring disclosure under related party transaction under the statedAccounting Standard. i) the state of the company's affairs: - This has been explainedelsewhere in this report.; j) the amounts if any which it proposes to carry to anyreserves: The following amounts have been transferred to different reserves during theyear: -

a) TonnageTax Reserveu/s115VT utilisationoftheIT Act - 840Lakhs
b) Transfer to General Reserve -NIL
c) Transfer to Debenture Redemption Reserve -NIL

k) In view of the financial position of the company and load repayment commitments theBoard of directors have not recommended any dividend for the year 2019-20. l) materialchanges and commitments if any affecting the financial position of the company whichhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report: Nil m) the conservation of energytechnology absorption foreign exchange earnings and outgo: i) Conservationof energy: Thefollowing measures have been taken: For online fuel monitoring the Company is in theprocess of procurement of flow meters during the year for Dredge XII XIV XVII and XVIII. Continuous efforts are being made to optimise the fuel consumption on board dredgers ascost of fuel constitutes approximately 35-45% of operational cost. ii) Technologyabsorption: There was no transfer of technology and consequently there is no absorption oftechnology during the year. iii) Foreign Exchange earnings and outgo:

( InLakhs)
i) Foreign Exchange Earnings: (Operational income at Bangladesh) 7701.00
Total 7701.00
ii) Foreign Exchange outgo:
a) Import of components and spares (CIF value) 3082.47
b) Operational expenses at Bangladesh 1569.00
b) Payment of interest on foreign currency loan 770.68
c) Repayment of installment of foreign currency loan 13347.31
d) Foreign travel 12.27
Total 18781.73

n) a statement indicating development and implementation of a risk management policyfor the company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company: The Company has in place aRisk Management Policy to drive a common integrated view of risks optimal risk mitigationresponses and efficient management of internal control and assurance activities. The RiskManagement Committee has been constituted. The threats risk and concerns are discussed inthe Management Discussion and Analysis Report.

o) the details about the policy developed and implemented by the company on corporatesocial responsibility initiatives taken during the year: The Company has in place aCorporate Social Responsibility Committee and a Corporate Social Responsibility andsustainability Policy. During the year 2019-20 the amount required to be spent under CSRis 54.38 lakh. Against this the Company spent 108.28 Lakhs. The particulars of the CSRactivities in the prescribed format as required under the Companies Act are given inAnnexure.

p) a statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual directors: - Asper the requirements of the SEBI (LoDR) Independent Directors evaluated the performance ofthe Non-Independent Directors Chairperson MD. The Board evaluation criteria wascirculated to all the Directors and the same is received.

8. INSURANCE

The Company has taken appropriate insurance for its assets against foreseeable perils.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators courts orTribunals which would impact the going concern status and the Company's future operations.

10. DISCLOSURE AS PER SECTION 197 OF THE COMPANIES ACT AND THE REQUIREMENTS OFCOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

Pursuant to provisions of Section 197 of the Companies Act 2013 read with the Rule 5of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand other particulars of employees along with the ratio of remuneration of each Directorto the median employee's remuneration and such other details forms part of Directors'Report and is Annexed to this Report.

11. VENDOR DEVELOPMENT

This is a continuous process and DCI procures spares and stores on a regular basis fromsuppliers spread all over the world. DCI is updating the supplier-base continually. DCIhas adopted e-procurement process as per Govt. of India guidelines emphasis was given tofacilitate and enable the vendors by way of training support and hand holding support toparticipate in the e-procurement processes of the company. DCI has organized a State LevelVendor Development programme in association with local Micro Small and & MediumEnterprises (MSME) Office (Visakhapatnam Branch) and has been continuously participatingand interacting with the prospective vendors in most of the vendordevelopmentprogramcumBuyers-SellersmeetconductedbyMinistryofMSME/NationalSmallIndustriesCorporation(NSIC).The Company has invited MSME vendors to visit DCI's vessels for identification of sparesfor indigenization. Tenders are published in DCI official website and Central PublicProcurement Portal for wider publicity so that MSMEs can participate. In view that out ofthe total annual procurement a major portion is fuel which cannot be procured from MSMEVendors and further that since most of dredgers of DCI have been built at Netherlands andtherefore most of the spare need to be imported from OEMs abroad the Company hasrepresented for relaxation for implementation of the Public Procurement Policy mandatoryprovision of 20% procurement fromMSMEs.

12. R & D ACTIVITIES

DCI Dredge Aquarius was fitted with an indigenously developed Programmable LogicController (PLC) in place of existing PLC system which was imported and giving frequentproblems because of non-availability of spare parts/ services of the Original EquipmentManufacturer abroad. The newly installed PLC has been found to be cost effective andworking satisfactorily.

13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the DPE Guidelines and SEBI (LoDR) Regulations 2015 Management Discussionand Analysis Report Corporate Governance Report and Certificate from the CompanySecretary in practice regarding compliance of conditions of Corporate Governance areattached forming part of this Report.

14. MAN POWER:

The total number of employees (both Shore and Floating) in the Corporation as on 31stMarch 2020 was as under: -

Shore (147 Executives & 90 Non- Executives) 237
Floating Regular -110 Contract- 404 514
Total 751

15. EMPLOYMENT OF VARIOUS RESERVED CATEGORIES:

The manpower position with regard to various reserved categories is as indicatedhereunder:

A. Employment of SC/ST Candidates

The Corporation continued its efforts to fulfill its obligation in providing employmentopportunities to SC/ST candidates in accordance with the Government Policy. The overallrepresentation of SC/STs in the Corporation (both Shore and Floating Establishments butexcluding MPWs) as on 31st March 2020 was SCs 46 and STs 16.

B. Employment of Ex-Servicemen

The representation of Ex-Servicemen (both Shore and Floating) (regular employees) ingroup C and D categories in the Corporation was Nil as against the percentage of 14.5% and24.5% respectively as prescribed by the Government. However DCI has been recruitingEx-servicemen on its dredgers on contract basis.

C. Employment of Physically Handicapped

The number of physically handicapped employees in the Corporation as on 31stMarch 2020 is 6 (Six) the group-wise break-up A B C & D for shore side isfurnished below: -

Group Total Strength No. of persons with actually employed disabilitiesPercentage with reference to identified to identified posts
A 147 02 1.369
B 32 01 3.125
C 49 - -
D 09 - -
Total 237 03 1.27

There are no Physically handicapped persons employed on the floating side as it is notpermitted.

The Physically handicapped persons are being paid additional conveyance assistance asper the Government instructions.

D. Employment of women

The number of women employees on Rolls as on 31st March 2020 is 37 asagainst 41 as on 31st March 2019. Out of them number of executives is 17 andNon-Executives is 20.

16. COMPLIANCE WITH GOVERNMENTfS POLICY ON WOMEN:

Basing on the Supreme Court's judgement and keeping in view the Government instructionson sexual harassment of women at work places a complaints Committee headed by a womanofficer was constituted to inquire into the complaints of sexual harassment at workplaces. A complaints register is also being maintained.

DCI is a Life Member of the Forum for Women in Public Sector and one womenrepresentative from DCI has been nominated to the above forum. Apart from the TradeUnions the problems if any relating particularly to women employees are looked into asand when the same are brought to the notice of the Management.

17. EXISTING BENEFITS AND WELFARE MEASURES FOR THE WOMEN EMPLOYEES:

i) The women employees of the Corporation with less than two surviving children areentitled for 26 weeks of Maternity Leave.

ii) Special Casual leave not exceeding 14 working days is sanctioned to regular womenemployees of the Corporation to undergo non- puerperalsterilisation.

iii) One day special casual leave is allowed to the regular women employees of theCorporation who had ICUD insertions.

iv) As per Apex Court's judgement and basing on the Government instructions aComplaints Committee headed by a Woman Officer was constituted to inquire into thecomplaints of Sexual Harassment at work places. A Complaints Register is also beingmaintained.

v) Working uniforms are provided to Group'D' women employees as per the scalesprescribed in the Rules.

vi) As a welfare measure a Rest Room/ Recreation is provided exclusively for the womenemployees.

vii) The women employees of DCI are sponsored to various in-house and also externaltraining programmes.

18. OTHER BENEFITS:

Paternity leave of 15 days is allowed to a regular male employee having less than twochildren during confinement of his wife as per Leave Rules of the Corporation.

19. WAGE SETTLEMENTS

A. FLOATING ESTABLISHMENT:

i) The INSA-MUI (FG/HT) Agreement in respect of Floating Officers is due forrevision w.e.f. 01.04.2019

ii) The INSA-NMB Agreement relating to Petty Officers and crew is due for revisionw.e.f. 01.04.2019

B. SHORE ESTABLISHMENT:

i) Pay revision of Executive Employees is implemented w.e.f. 01.01.2017.

ii) The wage revision of Non-Executive employees is implemented w.e.f.01.01.2017.

20. INDUSTRIAL RELATIONS:

The industrial relations in the Corporation continued to be cordial throughout the year2019-20. .30

21. WELFARE MEASURES:

The Corporation continued various welfare schemes viz. Group Gratuity AssuranceScheme Personal Accident Insurance Coverage Group Savings Linked Insurance SchemeContributory Provident Fund Maternity Benefit Scheme Subsidised Canteen FacilityMedical Attendance Leave Travel Concession Merit Scholarships for the children of SC/STemployees Pension Scheme and DCI Retired Employees Medical Trust/Scheme etc. Otherwelfare measures such as Special Casual Leave for maternity/ paternity are extended to theemployees.

22. HUMAN RESOURCES DEVELOPMENT

The Corporation is making sincere and concerted efforts for the overall development ofHuman Resources.

i) During the year 2018-19 208 employees were trained in various training programs.

ii) During the year 2018-19 15 DCCP Apprentice Trainees 15 ICMA Industrial Trainees4 Engineering Graduate Apprentices and 6 M. Tech Apprentices (dredging and HarbourEngineering) were inducted for training for a period of 12 months.

23. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT 2005

As per the Directives of the Government of India the Corporation implemented The Rightto Information Act 2005 w.e.f. 12.10.2005 and made all required infrastructuralarrangements such as appointment of Public Information Officers Asst. Public InformationOfficers and Appellate Authority; set-up of procedure and submission of periodical reportson the progress of implementation of the Act. A register is maintained for monitoring therequests from public seeking information and the replies by the concerned are also beingcoordinated. Required periodical reports on the implementation of RTI/Status of RTIreplies are being furnished to the Ministry CIC from time to time.

24. ACTIVITIES OF PUBLIC GRIEVANCES AND COMPLAINTS CELL:

A Public Grievance Cell has been functioning in the Corporation since 1988 to look intothe Grievances/Complaints received from the Public. The Company Secretary is the Directorof Public Grievances. As per the Ministry's guidelines a status report is being submittedfor the information of the Board of Directors at the Board meetings and a quarterly statusreport is forwarded to the Ministry. In line with the Ministry's direction a PublicGrievance Redressal and Monitoring System (PGRAMS) software was installed in the ComputerNetwork in the Corporation which works in hand-shake mode between the Ministry and theCorporation. Complaints received during the year were suitably replied to.

25. INFORMATION & FACILITATION COUNTER

In order to ensure transparency in the functioning of the Corporation and also for easyand speedy access for any information to the public an INFORMATION & FACILITATIONCOUNTER (IFC) was set up at DCI Head Office Visakhapatnam and the same is publicized inthe web-site also.

26. CITIZENfS CHARTER

As per the directives of the Government of India to focus on the commitment of DCItowards its citizens / clients in respect of standard of services information choice andconsultation non-discrimination and accessibility grievance redress courtesy and valuefor money including expectations of the Organisation from the citizen/client forfulfilling the commitment of the Organisation a Citizens' Charter approved by theCompetent Authority was posted on the Corporate website.

As part of requirement thereof a Task Force has been constituted with representativesfrom the Management and Staff Unions as well as from the Visakhapatnam Port Trust alocal clientele organisation. The Task force attends to the duties as prescribed by theDepartment of Administrative Reforms and Public Grievances. The HoD (HR) is designated tobe the Nodal Officer to coordinate and monitor the formulation and implementation of theCitizens Charter in DCI who also functions as the Member Secretary of the Task Force.

27. ACTIVITIES OF VIGILANCE DEPARTMENT

As a measure of preventive vigilance 09 Periodic and 14 Surprises type inspectionshave been taken up during the year. The lapses/ irregularities notices in this regard havebeen communicated for taking remedial/ corrective actions.

Vigilance Department is playing a proactive role for continuous simplification andimprovements in systems and procedures and facilitating faster and effective decisionmaking in transparent manner.

The Vigilance Awareness Week 2019 was observed jointly at the Corporate Headquarters ofVisakhapatnam Port Trust and Dredging Corporation of India Ltd and various Project Officesof Dredging Corporation of India Ltd. from 28th October 2019 to 2nd November 2019 underthe auspices of Central Vigilance Commission (CVC) to spread awareness against corruption.CVC's theme for the year 2019 was "Integrity- A way of Life" with emphasis onspreading awareness in fight against corruption to all sections of Society. In line withthe letter and spirit of the theme and guidelines of CVC several activities wereorganized covering a wide spectrum of society with the aim of spreading awareness andsensitizing the public about ways and means to fight corrupt practice. Variouscompetitions were held for students during the Vigilance awareness week. To spreadawareness against corruption amongst the general public Vigilance Awareness Walk FlashMobs Skits Signature Campaign etc. are organized at RK Beach Visakhapatnam VariousSystemic improvement measures were suggested by the Vigilance Department forimplementation.

28. COVID 19 :

Company's normal operations have been impacted in a number of ways as lockdown impededconducting surveys. Lockdown imposed across the country regimented deployment of manpowerleading to shortages at the work sites and yards inordinate delays in import of emergencyspares which are required to carry out the scheduled dry-docks closure of workshops lackof OEM support logistic constraints and risk of virus infection in FY 2019-20 as well as2020-21. It also imposed unusual delays in both Dry-docking / running repairs in yardsimpeded conducting surveys and resulted in postponement of securing new work orders. Someof the vessels became either non-operational or operating at suboptimal efficiencies in FY2019-20 as well as 2020-21. Notwithstanding constraint management has taken a number ofmeasures in the last three months and will continue to take best possible steps to keepthe operations. A definitive assessment of the impact on business is highly dependent uponthe circumstances as they evolve. The management is monitoring the situation closely.

29. STATUTORY AUDITORS

M/s Sriramamurthy & Co. Chartered Accountants Visakhapatnam were appointed by theComptroller and Auditor General of India as Statutory Auditors for auditing the accountsof the Company for the financial year 2019-20. Pursuant to Section 142 (1) of theCompanies Act 2013 the remuneration of the Auditors has to be approved by the Members atthe AGM. The Board recommends the remuneration of 5 lakhs (Rupees five lakhs only) plusservice tax as applicable for the year 2019-20 as statutory auditors for approval of theMembers at this AGM. The Board also recommends authorizing the Audit Committee forfixation of remuneration for statutory auditors for 2020-21.

30. INDEPENDENT AUDITORSf REPORT

The Independent Auditors' Report on the Accounts for 2019-20 given by the StatutoryAuditors is placed along with the Accounts. Management Comments to the Emphasis of mattersof the Auditors have been given elsewhere in this report.

31. SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditor Mr. Sachin Agarwal of M/s. Agarwal &Associates pursuant to Section 204 of the Companies Act 2013 and rules made thereunder isplaced after the Directors report. The comments/replies of the management on theobservations of the Secretarial Auditor has been given elsewhere in this report.

32. C&AG COMMENTS

The Supplementary Audit for the Accounts of the Company for the year ended 31st March2020 by Comptroller and Auditor General of India is complete and is placed along with theaccounts along with the replies of the management on the Comments of Comptroller andAuditor General of India.

33. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended 31/03/2020 as required under theSEBI regulations is annexed to the Directors Report.

34. VOLUNTARY DELISTING FROM CALCUTTA STOCK EXCHANGE

As per the approval of the Board the Company has applied for Voluntary Delisting ofShares from Calcutta Stock Exchange in June 2020. As per the request of the exchangeclarifications have been provided. Confirmation of the delisting is awaited.

35. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Directors recommend for approval of the Members the aboveappointments/re-appointment of the Directors as proposed in the Notice to the AGM. ShriRajesh Tripathi Dr.M Beena and Shri K.Rama Mohana Rao have been appointed as additionaldirectors by the Board during the intervening period from last AGM till date and theirtenure is upto the date of this AGM. The appointment of Shri K.Rama Mohana Rao as Director(Non- Executive representing promoter port

Visakhapatnam Port Trust) & Chairman and Shri Rajesh Tripathi (upto 28/02/2021) asManaging Director & CEO is being proposed and recommended for approval of Members.Shri Sanjay Sethi (representing promoter port- Jawaharlal Nehru Port Trust) director isretiring by rotation and his re-appointment is being proposed and recommended for approvalof Members.

Changes in other Key Managerial Personnel (KMP): Board in its 324th Board Meeting heldon 15/06/2020 appointed Shri Sumiran Bansal Chief General Manager (CGM) of the Company asChief Financial Officer (CFO) of the Company pursuant to Section 203 of the Companies Act2013 in place of Shri D Subba Rao HOD (Finance) w.e.f 15/06/2020. Board in its 322ndBoard Meeting held on 17/01/2020 appointed Capt.S. Divakar Chief General Manager as KeyManagerial Person w.e.f 17/01/2020.

36. ACKNOWLEDGEMENTS

The Directors thank Hon'ble Minister of Shipping and officers and staff of Ministry ofShipping for the valuable help assistance and guidance rendered from time to time. TheDirectors thank all other Ministries for the help and co-operation extended by them. TheBoard is grateful to the Comptroller & Auditor General of India the Member AuditBoard and the Statutory Auditors for their co-operation. The Board also thanks the Bankersof the Company for their valuable services. The Board expresses its gratitude to thevalued customers for their continued patronage. The Directors place on record theirappreciation of the services rendered by all the employees of the Corporation.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIALYEAR 2019-20

1. A BRIEF OUTLINE OF THE COMPANYfS CSR POLICY INCLUDING OVERVIEW OFPROJECTS OR PROGRAMS PROPOSED TO BE UNDERTAKEN AND A REFERENCE TO THE WEB-LINK TO THE CSRPOLICY AND PROJECTS OR PROGRAMS.

DCI's Corporate Social Responsibility Policy (CSR Policy) aims to integrate itsCorporate Mission with the Social responsibility by complementing the efforts of theGovernment in the nation-building process by contributing to basics of life in harmonywith nature in a socially economically and environmentally sustainable manner at alltimes. As per the CSR and Sustainability Policy of the Company The CSR activities wouldprimarily focus on initiatives such as education health environment women empowermentlivelihood promotion sanitation slum improvement and disaster management. Initiatives ofState Governments as well as Central Government Departments /Agencies could be synergisedwith CSR activities. The activities should come within the scope those listed in theCompanies Act and Rules made thereunder. The CSR activities of the Company are uploaded onthe Company's website http://www.dredge-india.com/files/2019-20csrprogress.pdf

2. THE COMPOSITION OF THE CSRCOMMITTEE

The composition of the CSR Committee of Directors upto 31/03/2020 is as under: -

Capt. Anoop Kumar Sharma Member
Shri B. Poiyaamozhi Member
Shri Rajesh Tripathi Member

3. AVERAGE NET PROFIT OF THE COMPANY FOR LAST THREE FINANCIAL YEARS: - 2719LAKHS

4. PRESCRIBED CSR EXPENDITURE (TWO PERCENT OF THE AMOUNT AS IN ITEM 3 ABOVE: -54. 38LAKHS

5. DETAILS OF CSR EXPENDITURE DURING THE FINANCIAL YEAR: -

Amount spent in 2019-20 ( in Lakhs)

Budget Approval by Actual CSR Committee Amount spent*
Project 1 Contribution to Swatchh Bharat Kosh of Government of India 25.00
Project 2 School Bags distribution for 15 Government schools in Visakhapatnam 10.00
District and Paradip district Odisha State and Cochin for Kerala State
Project 3 RO Community water ATM Plants 6 villages and RO water Plants for 9 100 65.00
Government High Schools in the aspirational district- Visakhapatnam (against required amount of Rs.54.38 Lakhs)
Project 4 Installation of Bio-disaster toilet at Sri Santhi Ashramam in 7.24
Visakhapatnam Dist
Project 5 Installation of CCTV cameras at Omkar & Lions school for the deaf at Sri 0.42
Santhi Ashram Visakhapatnam
Project 6 Repair and Maintenance Spares supplied and installed in CSR 2017-18 0.62
Schools
Total 100 108.28

* After deduction of GST and LD.

6. MANNER IN WHICH THE AMOUNT SPENT DURING THE FINANCIAL YEAR IS DETAILED BELOW:

Sl.No.CSR Project or Sector in activity identified which the project is covered Projects or Amount programs (1) Local Outlay Area or other (2) (budget) specify the state project and district where or projects or program programs was wise undertaken Amount spent on the projects or program subheads: (1) Direct expenditure (2) Overheads Cumulative expenditure upto the reporting period Amount spent : Direct or through implementing agency
1 Contribution toCl.(i) Swatchh Bharatpromoting Kosh ofEducation Government of India Contribution to Swatchh Bharat Kosh of Government of India 25.00 25.00 Credited Swachh Bharat kosh Account
2 School BagsCl.(i) distribution for 15promoting Government Education schools in Visakhapatnam District and Paradip district Odisha State and Cochin for Kerala State School Bags distribution for 15 100 Government schools (against in Visakhapatnam required District and Paradip amount district Odisha State of and Cochin for Rs.54.38 Kerala State Lakhs) 10.00 35.00 Direct
3 RO CommunityCl.(i) water ATM Plants 6promoting villages and ROhealth water Plants for 9and Government Highsanitation Schools in the aspirational district- Visakhapatnam RO Community water ATM Plants 6 carevillages and RO water Plants for 9 Government High Schools in the aspirational district- Visakhapatnam 65.00 100.00 Direct
4 Installation of Bio-Cl.(i) disaster toilet at Sripromoting Santhi Ashramamhealth in Visakhapatnamand Dist sanitation Installation of Bio- disaster toilet at Sri careSanthi Ashramam in Visakhapatnam Dist 7.24 107.24 Direct
5 Installation ofCl.(i) CCTV cameras atpromoting Omkar & LionsEducation school for the deaf at Sri Santhi Ashramam Installation of CCTV cameras at Omkar & Lions school for the deaf at Sri Santhi Ashramam 0.42 107.66 Direct
6 Repair andCl.(i) Maintenance promoting Spares suppliedEducation and installed in CSR 2017-18 Schools Repair and maintenance 0.62 108.28 Direct

7. In case the Company has failed to spend the two percent of the average netprofit of the last three financial years or any part thereof the company shall providethe reasons for not spending the amount in its Board report.

The Company has spent 108.28 lakhs during the year which is more than 54.38 lakhs beingthe amount required to be spent under the Companies Act (2% of the average net profit ofthe last three financial years).

8. RESPONSIBILITYSTATEMENT*

"The implementation and monitoring of Corporate Social Responsibility (CSR)Policy is in compliance with CSR objectives and Policy of the Company".

For Dredging Corporation of India Limited

FORM NO. AOC-2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Sl No. Particulars Amount ( )
1 Details of contracts or arrangements or transactions not at arm's length basis
(a)Name(s) of the related party and nature of relationship NA
(b) Nature of contracts/arrangements/transactions NA
(c)Duration of the contracts/arrangements/transactions NA
(d)Salient terms of the contracts or arrangements or transactions including the value if any NA
(e)Justification for entering into such contracts or arrangements or transactions NA
(f) date(s) of approval by the Board NA
(g) Amount paid as advances if any: NA
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 NA
2Details of material contracts or arrangement or transactions at arm's length basis
(a) Name(s) of the related party and nature of relationship Names of Related parties:
1.Visakhapatnam Port Trust.
2.Paradeep Port Trust.
3.Jawarlalal Nehru Port Trust
4.Deendayal Port Trust
5.Cochin Port Trust
Nature of Relationship: Significant influence
(b) Nature of contracts/arrangements/transactions Dredging Contract
(c) Duration of the contracts/arrangements/transactions Different periods as per the Contracts.
(d) Salient terms of the contracts or arrangements or transactions including the value if any: Largest Single transactions during the year 2019-20:
1 Visakhapatnam Port Trust: 463.78 lakhs
2 Paradip Port Trust: 956.23 lakhs
3 Jawaharlal Nehru Port Trust: 2030.52 lakhs
4 Deendayal Port Trust: 0.00lakhs
5.Cochin Port Trust: 702.24
(e) Date(s) of approval by the Board if any: NA
(f) Amount paid as advances if any: Amount not paid as advance. During the year 2019-20 DCI
received amount against running bills.

DISCLOSURE AS PER THE REQUIREMENTS OF SECTION 197 OF THE COMPANIES ACT AND COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

i. the ratio of the remuneration of each functional director (for 2019-20) to themedian remuneration of the employees of the company for the financial year is given below.Other Directors are not paid any remuneration by the Company. Independent Directors arepaid only the sitting fees for attending each meeting of the board or Committee thereof.

S.No. Name and Designation Ratio
1 Shri Rajesh Tripathi Managing Director 0.17

ii. the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

S.No. Name and Designation Percentage
1 Shri Rajesh Tripathi Managing Director& CEO (16.07)
3 Shri K Aswini Sreekanth CS 24.87
4 Shri D Subba Rao HOD(F) & CFO 0.28

As per the policy of the Company the annual increment in basic pay of the employees ofthe company is 3%. The Dearness Allowance is increased as per Government Rules. FurtherPerformance Related Payments are paid as per the applicable Rules depending on theperformance of the Company and the individual during the relevant year.

iii. the percentage increase in the median remuneration of employees in the financialyear:

CY PY Percentage
Median Remuneration 956901.00 1096810.00 (12.76)

iv. the number of permanent employees on the rolls of company:

The total number of employees on the rolls of the company as on 31st March2020 was 389

v. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Averagepercentage increase in remuneration including Key Managerial Personnel during theFinancial Year has been in the range of 0-1%.

vi. affirmation that the remuneration is as per the remuneration policy of the company:The remuneration to all the employees is as per the remuneration policy of the Company.

vii. The particulars of employees for the year 2019-20 as required to be disclosedunder Rule 5 (2) of the Companies

(appointment and remuneration of Managerial Personnel) Rules 2014 is "NIL"as no employee had earning beyond the limits prescribed therein.

The Directors present the Business Responsibility Report of the Company for theFinancial Year ended on 31stMarch 2020 pursuant to Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Section A: General Information about the Company

1. Corporate Identity Number (CIN) L29222DL1976PLC008129
2. Name of the Company Dredging Corporation of India Limited
3. Registered address Core-2 First Floor Scope Minar Laxminagar District Centre Delhi
110092
4. Website www.dredge-india.com
5. E-mail id sreekanth@dcil.co.in
6. Financial Year Reported 2019-20
7. Sector(s) that the Company is engaged 63012 in (industrial activity code-wise)
8. List three key products/services that Dredging services the Company manufactures/provides (as in Balance Sheet)
9. Total number of locations where International locations 1 Mongla Bangladesh business activity is undertaken by the National locations 14 - Kolkata Cochin Paradip Kakdwip (Kolkata)
Company Chennai Visakhapatnam Tuticorin Dhabol (Ratnagiri) Goa New
Number of International Locations Mangalore Mumbai Gangavaram Neendakara (Kerala) Ennore.
(Provide details of major 5)
Number of National Locations
10. Markets served by the Company National/ International
Local/ State/ National/ International

Section B: Financial Details of the Company

1. Paid up Capital (INR) : 2800 lakhs
2. Total Turnover (INR) : 75529.27 Lakhs
3. Total profit after taxes (INR) : 551.31 Lakhs
4. Total Spending on Corporate Social Responsibility (To be read w.r.t. note 26 (b) of the(CSR) as percentage of profit after tax (%) : accounts of the Company) 108.28 Lakhs
5. List of activities in which expenditure in 4 above has In accordance with the schedule VII of the Companies Act been incurred: 2013 the areas of CSR initiatives for FY 2019-20 are as follows:
i. Contribution of Swatchh Bharat Kosh of Government of India
ii. School Bags distribution to Govt. Schools in Visakhapatnam district and Paradip district Odisha state and Cochin for Kerala state.
iii. RO Community water ATM plants 6 villages and RO water plants for 9 Government high schools in the aspirational district Visakhapatnam.
iv. Installation of bio-disaster toilet at a school in Visakhapatnam
Installation of CCTV Cameras at a school in Visakhapatnam
Repair and maintenance for CSR works completed earlier.

Section C: Other Details

1. Does the Company have any Subsidiary Company/ Companies? No.
2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes then indicate the number of such subsidiary company(s) NA
3. Do any other entity/entities (e.g. suppliers distributors etc.) that the Company does business with participate in the BR initiatives of the Company? If yes then indicate the percent- age of such entity/entities? [Less than 30% 30-60% More than 60%] NA
Section D : BR Information
Details of Director/Directors responsible for BR
Details of the Director/Directors responsible for implementation of the BR policy/policies
DIN : 03379442
Name : Shri Rajesh Tripathi
Designation : Managing Director

Details of the BR head

S.No. Particulars Details
1. DIN Number (if applicable) 03379442
2. Name Rajesh Tripathi
3. Designation Managing Director
4. Telephone number 0891-2871200
5. e-mail id md@dcil.co.in

.