DIRECTORS' REPORT FOR THE YEAR 2014-15

Your Directors have pleasure in presenting this 39th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Profit after tax of the Company increased to Rs.6240.84 lakh for the year as compared to Rs.3754.67 lakh for the previous year i.e a rise of 66%

The Company's earning per share also increased to Rs.22.29 for 2014-15 as compared to Rs.13.41 for 2013-14. The operational income of the Company is Rs.73496.05 lakh as compared to Rs.77040.86 lakh for the previous year. The other income is Rs.883.25 lakh as compared to Rs.229.41 lakh for the previous year. The total income for the year is Rs.74379.30 lakh as compared to Rs.77270.27 lakh for the previous year.

DIVIDEND

Keeping in view the financial performance of the Company and other relevant considerations, your Directors have recommended payment of dividend @30% on the paid up capital of the company i.e Rs.3 per equity share amounting to Rs.840 lakh for the year 2014-15. A sum of Rs.620.00 lakh has been transferred to General Reserves during the year ended 31/03/2015.

CAPACITY ADDITIONS

In continuation of the steps taken for capacity augmentation, the Company has proposals to purchase two more higher capacity dredgers in 12th Plan 2012-17. The Company is also planning to take up refurbishment of the existing aged Dredgers so as to enhance their life as well as their efficiency. The Company is also planning to take up refurbishment of the existing aged Dredgers so as to enhance their life as well as their efficiency.

The Company is sure that with the ongoing capacity augmentation, the performance will continue to improve over the years to come.

DREDGING OPERATIONS

The Company is catering to the dredging requirements of the Haldia/ Kolkata Port for the past thirty years. The Company also caters to the maintenance dredging requirements of other major ports/ India Navy etc. The Company is taking up capital dredging assignments depending on the availability of the vessels and other logistic requirements.

During the year under review, maintenance dredging contracts were executed for Kolkata Port, Haldia, Kandla, Cochin Port Trust, Ernakulam, RGPPL-Dabhol and NST and its approaches of VPT. Capital Dredging Contracts were executed at Kandla Port, Kamarajar Port and Visakhapatnam Port.

The above works were executed either under the existing contracts or renewal of the contracts entered into with the Ports etc., during the previous years or new contracts entered into during the year.

MEMORANDUM OF UNDERSTANDING

The Company has signed Memorandum of Understanding (MOU) with Government of India for the year 2015-16. The Company is expecting a rating of "Good" for 2014-15.

SAFETY MANAGEMENT SYSTEM (ISM)

(a) All dredgers (except dumb vessels Dr - VII and Dr. XVIII) and Tug- VII of DCI hold valid Safety Management Certificates (SMC).

(b) DCI holds a Document of compliance (DOC) valid till 24-06-2017. The same is being endorsed every year after annual verification audit by DG Shipping.

SHIP SECURITY SYSTEM (ISPS)

All dredgers (except dumb vessels Dr. - VII and Dr. - XVIII) and Tug - VII of DCI hold valid International Ship Security Certificates

(ISSC).

QUALITY MANAGEMENT SYSTEM (ISO 9001:2008)

DCI is certified for Quality Management System (ISO 9001:2008) and the certificate is valid till 26th February' 2016 and recertification of the same shall be carried out.

ENVIRONMENT MANAGEMENT SYSTEM (ISO 14001:2004)

DCI is certified for Environmental Management System (ISO 14001:2004) and the certificate is valid till 14th March' 2016 and recertification of the same shall be carried out.

MEMBERS/ INVESTOR SERVICES

The shares of the Company are listed on Delhi, Mumbai, Kolkata and National Stock Exchanges. The shares of the Company are dematerialised with both the depositories, NSDL and CDSL. The tax free bonds are listed with the Stock Exchange, Mumbai. M/s. Karvy Computershare Private Limited, Hyderabad are the R & T Agents of the Company. M/s GDA Trusteeship Ltd., Pune is the Trustee for the Tax free bonds issued in the year 2013-14.

BORROWING POWERS

The Members of the company in the 36th AGM held on 28/9/2012 accorded their consent by ordinary resolution to the Board of Directors for borrowing upto Rs.250000 Lakh and also for creation of charge/ provide security for the sums borrowed. The said borrowing powers have been exercised upto 31/3/2013 and the balance as on 31/3/15 is Rs.103865.78 Lakhs. The aggregate of paid-up capital and free reserves of the Company as on 31/3/2015 is Rs.123430 Lakh. Under the provisions of Section 180(1) (c) of the Companies Act, 2013 which were made effective from September 12, 2013, the above powers can be exercised by the Board only with the consent of the shareholders obtained by Special Resolution. Accordingly, for the purpose of enabling the Board for exercising any further borrowing powers as may be required for any further capital acquisition, the Board in its 294th Board Meeting held on 26/5/15 had recommended for approval of the shareholders at the ensuing AGM for authorising the Board of Directors of the Company (which shall include any Committee which the Board may constitute for the purpose) to borrow from time to time, as it may consider fit, pursuant to Section 180(1)(c) of the Companies Act, 2013, and the Articles of Association of the Company, any sums of money (on such terms and conditions as the Board may deem fit) which together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the Ordinary Course of Business), in excess of the aggregate of paid-up capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose upto a maximum limit of Rs.250000 lakhs as well as for creation of charge on the movable and immovable properties of the Company both present and future, as may be required in respect of such borrowings under Section 180(1) (a).

THE REQUIRED PARTICULARS ETC., PURSUANT TO SECTION 134 (3) OF THE COMPANIES ACT 2013 ARE AS UNDER:-

a) The extract of the Annual Return as provided under Sub-section (3) of Section 92 of the Companies Act, 2013 in Form No. MGT - 9 is placed as Annexure - 1.

b) Number of meetings of the Board :- During the financial year 2014-15 the company has held nine Board Meetings. Further details are provided 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 had been followed along with a proper explanation relating to material departures;

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

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

d) Statement on declaration by the independent directors under section 149(6):- During the year 2014-15, the term of two independent directors (appointed by Government of India w.e.f 11/11/2011) was completed on 10/11/2014. Company does not have any independent Director from 11/11/2014.

e) The Directors of the Company are appointed by Government of India as per the norms pertaining to qualifications etc., prescribed by Government of India. The whole time directors are paid remuneration as prescribed by Government of India from time to time. The Independent directors are paid only sitting fees of Rs.10000/- for attending each meeting of the board or

committee thereof and are not paid any other remuneration. The Part-time official Directors are not paid any remuneration by the Company. The Key Managerial personnel are paid as per the norms fixed by the department of public enterprises from time to time. At present the company does not have any independent director. The Company has two non-executive directors.

The Constitution of Nomination and Remuneration committee as per Section 178 will take place after the independent directors are appointed by Government of India

f ) explanations or comments by the Board on every qualifications, reservation or adverse remark or disclaimer made :-

(i) The Independent Auditors in their report for 2014-15 have stated as under:-

QUOTE

I. Basis for Qualified Opinion:

The Company had not complied with the provisions of Section 135, 149 (1),149(4) 177 and 178 of the Companies Act,2013. At this stage, we are unable to comment on the consequential impact of non-compliance of these provisions, if any.

Qualified Opinion:

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its Profit and its cash flows for the year ended on that date.

EMPHASIS OF MATTERS:

We draw attention to the following matters in the Notes to the financial statements:

a) We draw attention to the Note No. VI of the financial statements, where in the Company has made investments in Equity shares amounting to Rs.3,000 lakhs in Sethusamudram Corporation Limited (SCL), a special purpose vehicle was incorporated on 06.1.2004 for developing the Sethusamudram Channel Project. The dredging work at Palk Strait was suspended from 16-07-2009. The management does not consider any dimunition in the value of the investment and the same has been carried at cost. With regard to the previous statutory auditors qualification in this respect on the accounts for the financial year 2012-13, National Stock Exchange of India Ltd. (NSE) vide its letter No. NSE/LIST/ 8500 dated 26/12/2014 advised the Company to restate the financial statements for FY 2012-13. In response Company has filed review petition dated 21/01/2015 to the NSE to review its decision.

We were informed that, SEBI has given personal hearing on the review petition filed by the DCI and decision from the SEBI is awaited, hence the provision for diminution on investment is not made.

b) Trade Receivables includes, Rs.11,433.18 lakhs receivable from M/s. Sethusamudram Corporation Ltd. (SCL) which is pending for more than 3 years. Out of the above, Company has provided for doubtful debts to the extent of Rs.3019.27 lakhs. The Company is of the view that an amount of Rs.30897.00 lakhs will be reimbursed by GOI (at whose behest the contract with SCL was entered) to DCI to compensate the actual expenditure incurred on this project. In view of this, a provision for doubtful debts is not made in respect of receivables in this regard amounting to Rs.8413.91 lakhs.

c) DCI acquired Dredge XVIII from Mazagon Dock Limited, Mumbai (MDL) in Jan 2011 with performance Bank Guarantee of Rs.27 cr. Since there were major guarantee defects and MDL has failed to attend the performance defects, BG of Rs.27 cr. has been invoked by the DCI. DCI had entered into new agreement with L&T for Rs.30 cr. to remedy the manufacturing defects and Rs.20 cr. has been capitalized during the current financial year.

d) The balance of sundry debtors, creditors, loans and advances, other receivables and other payables being subjectto confirmation and reconciliation resulting in the balances as per books of account not verified by us.

UNQUOTE

Management’s reply on Qualified Opinion:-

The Company is a Government of India Undertaking and as per the Articles of Association of the Company, the Directors are to be appointed by the President of India. The qualification is in view of non-appointment of the independent directors and women director by the Government of India in view of which the different committees like Audit Committee, CSR Committee, Stakeholders Committee, Nomination and Remuneration Committee could not be constituted. The issue of appointment of requisite number of independent directors, women director, has been taken up with the administrative Ministry - Ministry of Shipping and the same is pending with them. Constitution of different committees as required under the Act, will be taken up after the appointment of the said Directors by the Ministry of Shipping. The said qualification has no impact on the profit of the Company for the year.

Management’s reply Emphasis of matter:-

a) As regards equity investment made in Sethusamudram Corporation Ltd (SCL) amounting to Rs.3000 lakhs. National Stock Exchange of India Ltd (NSE) vide its letter no. NSE/LIST/8500 dated 26/12/2014 advised the company to restate the financial statement for FY 2012-13 suitably on the qualifications raised by the then Statutory Auditors of the Company. Aggrieved by the said directions the Company vide its letter no.DCI/CS/E.1/2015 requested SEBI to review its decision appropriately as it would not be correct to consider any diminution in value of the investment as investee company’s (SCL) networth has been increasing over the period as under:

Decision of SEBI on the revision petition is awaited. Pending the final decision of SEBI in this regard, the equity investment in SCL is shown at cost as the management does not consider any diminution in its value.

b) Pursuant to the company claims vide its letter dated 06-06-2012 for the works executed in sethusamudram project, the company is of the view that an amount of Rs.30897 lakhs will be reimbursed by GoI to DCI to compensate the actual expenditure incurred on this project as per the recommendations of the Committee constituted by the Ministry of Shipping. In view of this, provisions for doubtful debts has not been made in respect of receivables in this regard.

c) DCI acquired Dredge XVIII from Mazagon Dock Limited, Mumbai (MDL) in Jan 2011 with performance Bank Guarantee of Rs.27 cr. Since there were major manufacturing defects and MDL was failed to attend the performance guarantee defects, BG of Rs.27 cr. has been invoked by the DCI. DCI had entrusted the job of repairs to another firm for Rs.30 cr. to remedy the manufacturing defects and bring the vessel back to operations. Rs.20 cr. being the expenditure incurred during the current financial year has been capitalized as per the applicable accounting standards.

d) The balances of sundry debtors, creditors, loans and advances, other receivables and other payables are the amounts as at the end of financial year. Confirmation for some of the amounts particularly with regard to sundry debtors are those due from various ports etc., for the works executed by DCI and/or bills raised for the same are to be received.

(ii) The company secretary in practice in his secretarial audit report for 2014-15 stated as under:-

QUOTE

.....the Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non­Executive Directors and Independent Directors..... The Company does not have any Independent Director and a Woman

Director on Board and to that extent has not complied with the statutory requirement.

UNQUOTE

Management's reply:-

The Company is a Government of India Undertaking and as per the Articles of Association of the Company, the Directors are to be appointed by the President of India. The issue of appointment of requisite number of independent directors, women director, has been taken up with the administrative Ministry - Ministry of Shipping and the same is pending with them.

g) particulars of loans, guarantees or investment under Section 186 :- details of investment given under the respective head in the financial statement. The Company has not given any loans or guarantees.

h) particulars of contracts or arrangements with related parties referred to in Section 188 (1) :- The Company has no contracts or arrangements with related parties referred to in Section 188 (1). In terms of Accounting Standard 18 (Revised-2000), no disclosure is required in the financial statements of State controlled enterprise (An enterprise which is under the control of the Central Government and/or State Government) as regards related party relationships with other State controlled enterprises and transactions with such enterprises. The related party transactions of DCI for the year 2014-15 are mainly with other State controlled enterprises. During the year under review, the Company has not entered into financial or other transactions of material nature with its Promoters, the Directors and senior management that may have potential conflict with the interests of the Company at large and/or which are not in normal course of business. As such disclosure under Form AOC-2 of Companies (Accounts) Rules 2014 is "NIL".

(i) the state of the company's affairs :- This has been explained elsewhere in this report.;

(j) the amounts, if any, which it proposes to carry to any reserves: The following amounts have been transferred to different reserves during the year:-

a) Tonnage Tax Reserve u/s 115VT of the IT Act. - Rs.1800 Lakhs

b) Transfer to General Reserve - Rs.620 Lakhs

c) Transfer to Debenture Redemption Reserve - Rs.600 Lakhs.

(k) the amount, if any, which it recommends should be paid by way of dividend: stated elsewhere in this report

(l) material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: Nil (m) the conservation of energy, technology absorption, foreign exchange earnings and outgo: i) Conservation of energy : The following measures have been taken:

All the dredgers in DCI fleet are installed with sophisticated and state-of-the art instrumentation like Differential Global Positioning System (DGPS) and Draft Volume Load Monitoring (DVLM) system to facilitate efficient dredging with potential energy saving.

While procuring new dredgers, fuel efficient design with advanced technology is selected.

Continuous efforts are being made to optimise the fuel consumption on board dredgers as cost of fuel constitutes approximately 35-45% of operational cost.

ii) Import substitution : The Company has been set a target by governemnt of India for indigenization of spares of atleast 3 items of of values more than Rs.5 lakhs for the year 2014-15. Agisnt this for the year 2014-15, the Company has indigenized spares for six items procured through and Indian Company - M/s BEML Ltd, Mysore

iii) Technology absorption: There was no transfer of technology and consequently there is no absorption of technology during the year.

iv) Research and development: The Company has been set a target by governemnt of India for settting up of Solar and wind power lighting on a cutter section dredger by 31/13/2014. The Company has achieved this target and the solar and wind power system was installed on a Cutter Suction Dredger by 30/09/2014 at an expenditure of Rs.3.5 lakhs.

 (n) a statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company: During the year, your Directors have approved a Risk Management Policy to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. The Risk Management Committee has been formed in the Board Meeting held in December 2014. The threats, risk and concerns are discussed in the Management Discussion and Analysis Report.

(o) the details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year:

The Corporate Social Responsibility Committee has been formed as per the DPE Guidelines, 2010 in the Board Meeting held in the year 2010. As per the requirement of the Companies Act, 2013, Board accorded approval for Corporate Social Responsibility and sustainability Policy of the Company. The same has been hosted on the website of the company. During the year 2014­15, the Company has spent a total of about Rs.70 Lakh under CSR - Rs.33 lakh towards purchase of medical equipment to KGH hospital and Rs.37 lakhs towards construction of toilets for six Government Schools in Visakhapatnam. The Company has further donated Rs.50 Lakhs to Chief Minister's Relief Fund to provide relief to those affected by HUDHUD Cyclone that struck the Coast of Visakhapatnam in October 2014. The particulars of the CSR activities in the prescribed format as required under the Companies Act are given in Annexure -II (p) a statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors;

The Board of Directors of the Company are appointed by Government of India. The administrative Ministry - Ministry of Shipping reviews the performance of the Company on regular basis. The performance reports of the whole time directors are reviewed by the Ministry on Annual basis.

DISCLOSURE AS PER THE REQUIREMENTS OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES 2014.

(i) the ratio of the remuneration of each functional director (for 2014-15) to the median 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 are paid only the sitting fees for attending each meeting of the board or Committee thereof.

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year : As per the policy of the Company, the annual increment in basic pay of the employees of the company is 3%. The Dearness Allownace is increased as per Government Rules. Further Performance Reelated Payments are paid as per the applicable Rules depending on the performance of the Company and the individual during the relevant year.

(iii) the percentage increase in the median remuneration of employees in the financial year: There is increase in the median remuneration of employees in the financial year by 15.78%

(iv) the number of permanent employees on the rolls of company : 566 as on 31/3/2015

(v) the explanation on the relationship between average increase in remuneration and company performance:

There is no direct co-relation between Company's performance and various element of employee remuneration, except the performance related pay. As stated above, the annual increment of the basic pay of the employees is 3%. The performance related pay is linked to the performance of the employees as per his annual appraisal reports and also the performance of the company as per the Memorandum of Understanding signed with the administrative Ministry - Ministry of Shipping.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

The remuneration of the employees of the Company is as per the guidelines issued by DPE from time to time. The Remuneration consists of two parts - the fixed part which is as per the scale of pay of the employee and the variable part which is related to the performance of the employee as well as the performance of the company.

(vii) variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

 (viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

As already stated above, the remuneration of the personnel is governed by the DPE guidelines issued in this regard. While the fixed portion has an annual increment of 3%, the variable portion is dependent on the performance of the company and the performance of the employee. There are no exceptional circumstances for increase in the managerial remuneration.

 (x) the key parameters for any variable component of remuneration availed by the directors :

The key parameter is the rating of the company based on the actual performance of the company vis-a-vis the targets fixed as per the Memorandum of understanding with administrative Ministry - Ministry of shipping.

(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year : During the year no employee who is not a director received remuneration in excess of the highest paid director.

(xii) affirmation that the remuneration is as per the remuneration policy of the company :

The remuneration policy of the Company is as per the guidelines issued by Government of India/ Department of Public Enterprises from time to time. The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company

(xiii) The particulars of employees for the year 2014-15 as required to be disclosed under 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 .

VENDOR DEVELOPMENT

This is a continuous process and DCI procures spares and stores on a regular basis from suppliers spread all over the world. DCI is updating the supplier-base continually.

R & D ACTIVITIES

Action is on hand to float the tender for design, manufacture, supply, installation, testing & commissioning of the fuel monitoring system to our vessels.

IMPORT SUBSTITUTION

As part of import substitution, the Company has signed agreement with another PSU for design, manufacture and supply of the spare parts indigenously. In the year 2014-15 eight items have been indigenized. This small step would go a long way in reducing the dependence on outside suppliers for spare parts.

CHANGE IN ACCOUNTING POLICY

Based on technical evaluation and confirmation from the builder of the Dredgers, the useful life of Dredgers has been fixed as 25years, instead of 14years as specified in Part C of schedule II of Companies Act, 2013, as per the amended Sub-paragraph (i) of paragraph 3 of Part A of the said schedule, Vide notification No G.S.R 237(E) dated 31-03-2014 issued by MCA of Guide to change in depreciation accounting policy in this regard. It has resulted in increase in the profit after tax by Rs.9754.85lakhs in this year. (of this impact on account of change in useful life as per Schedule-II in respect of other asset was Rs.-89.30lakhs.)

SECRETARIAL AUDIT, CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Pursuant to the requirements of the Companies Act, Listing Agreement and DPE Guidelines the Secretarial audit Report, Management Discussion and Analysis Report, Corporate Governance Report and Certificate from the Company Secretary in practice regarding compliance of conditions of Corporate Governance are attached, forming part of this Report. The reply to the qualification of the Secretarial auditor regaring non-appoointment of indepndent directors and woman director is given elsewhere in this report.

CEO & CFO CERTIFICATION

Certificate from CEO and CFO pursuant to the provisions of the Clause 49 of the Listing Agreeement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 26/5/15. A copy of the certificate on the financial statements for thhe financial year ended 31st March 2015 is given at Encosure - A to this report.

MAN POWER:

The total number of employees (both Shore and Floating) in the Corporation, as on 31st March, 2015 was 566, as against 599 during the previous year.

EMPLOYMENT OF VARIOUS RESERVED CATEGORIES:

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

A. Employment of SC/ST Candidates

The Corporation continued its efforts to fulfill its obligation in providing employment opportunities to SC/ST candidates, in accordance with the Government Policy. The overall representation of SC/STs in the Corporation (both Shore and Floating Establishments, but excluding MPWs) as on 31st March, 2015 was SCs - 90, i.e., 18.39% as against prescribed percentage of 16.66% and STs 33 i.e., 12.23% as against the prescribed percentage of 7.5%.

B. Employment of Ex-Servicemen

The representation of Ex-Servicemen (both Shore and Floating) in group C and D categories in the Corporation was 1.09% and Nil as against the percentage of 14.5% and 24.5% respectively as prescribed by the Government.

D. Employment of women

The number of women employees on Rolls as on 31st March, 2015 is 53 as against 57 as on 31st March, 2014. Out of them number of executives is 18 and Non-Executives is 35. Compliance with Government's Policy on Women:

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

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

EXISTING BENEFITS AND WELFARE MEASURES FOR THE WOMEN EMPLOYEES :

i) The women employees in the Corporation are entitled to 180 days of Maternity Leave.

ii) Special Casual leave not exceeding 14 working days is sanctioned to regular women employees of the Corporation to undergo non-puerperal sterilisation.

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

iv) Basing on Apex Court's judgement and keeping in view the Government instructions on Sexual harassment of Women at work places, a Compliants Committee headed by a Woman Officer was constituted to inquire into the complaints of Sexual Harassment at work places. A Compliants Register is also being maintained.

v) DCI is a Life Member of the Forum for Women in Public Sector and one women representative from DCI has been nominated to the above forum. Apart from the Trade Unions, the problems, if any, relating particularly to women employees are looked into as and when the same are brought to the notice of the Management.

vi) As a welfare measure, a Rest Room is provided exclusively for the women employees.

vii) Working uniforms are provided to Group'D' women employees, as per the scales prescribed in the Rules.

viii) The women employees of DCI are sponsored to various in-house and also external training programmes. Ten women employees had undergone training during the year 2014-15.

xi) Women's Day was celebrated on 19.03.2015 in DCI.

wage settlements

a. floating establishment :

i) The INSA-MUI (FG/HT) Agreement in respect of Floating Officers, for the periods from 2012 to 2015 is revised and implemented w.e.f. 01.04.2014

ii) The INSA-NUSI Agreement, relating to HT Petty Officers for the periods 2012-15 has been implemented.

iii) The Wage Agreement of Crew/MPWs for the period from 2012-15 has been implemented.

B. SHORE ESTABLISHMENT:

i) The Revised Pay Scales of Executives have been implemented w.e.f. 01.01.2007.

ii) The wage revision of Non-Executive employees in the Shore Establishment has been implemented w.e.f.01.01.2007.

INDUSTRIAL RELATIONS:

The industrial relations in the Corporation continued to be cordial throughout the year under report.

WELFARE MEASURES:

The Corporation continued various welfare schemes viz., Family Pension Scheme, Group Gratuity Assurance Scheme, Personal Accident Insurance Coverage, Group Savings Linked Insurance Scheme, Contributory Provident Fund, Maternity Benefit Scheme, Subsidised Canteen Facility, Transport Subsidy, Medical Attendance, Leave Travel Concession, Incentive Scheme for acquiring higher qualifications, Merit Scholarships for the children of SC/ST employees, and Mediclaim medical attendance facility for the retired employees etc. Other welfare measures such as House Building Advance, HBA Interest Subsidy, HBA Family Security Mutual Fund, Special casual leave for maternity/paternity and incentives for adopting small family norms and advances for children's higher education, marriage and purchase of computer etc., are extended to the employees.

HUMAN RESOURCES DEVELOPMENT

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

i) During the year 2014-15, 114 employees were trained in various training programmes.

ii) During the year 2014-15, 8 DCCP Apprentice Trainees and 8 Industrial Trainees were inducted for training for a period of 12 months.

iii) One employee attended advanced Leadership Programme for Public Sector Leadership in the Emerging Global Environment, organized by the IIPA, New Delhi from 02.6.14 to 01.07.14.

IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005

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

ACTIVITIES OF PUBLIC GRIEVANCES AND COMPLAINTS CELL :

A Public Grievance Cell has been functioning in the Corporation since 1988 to look into the Grievances/Complaints received from the Public. The Joint General Manager (HSE) is designated as the Director of Public Grievances. As per the Ministry's guidelines, a status report is being submitted for the information of the Board of Directors at the Board meetings and a quarterly status report is forwarded to the Ministry. In line with the Ministry's direction, a Public Grievance Redressal and Monitoring System (PGRAMS) software was installed in the Computer Network in the Corporation, which works in hand-shake mode between the Ministry and the Corporation. Complaints received during the year were suitably replied to.

INFORMATION & FACILITATION COUNTER

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

PROGRESSIVE USE OF HINDI

i) The Corporation continued its efforts to implement the Official Language Policy of the Government. An Incentive Scheme to award cash prizes, etc., is in vogue in the Corporation and employees trained under inservice training in Hindi and qualified in various examinations conducted thereunder are being awarded cash awards.

ii) Hindi week was celebrated during September 2014. Table Training / work-shop was arranged for employees to impart working skills drafting & noting in Hindi, and operation of Bilingual software.

iii) Computerisation of forms / correspondence and reports in Hindi, was implemented in various departments. Several formats, salary slips, PF Statements, letter-heads, visiting cards, banners and other items of stationery were got printed / made bilingual and the same were made available on the computers. Web-site information was also updated in Hindi. Unicode was installed in various functional Departments.

iv) Issue of Office Orders / Circulars, Reports submitted to Government and Parliamentary Committees was ensured in bilingual. ISM Policy, ISM Code, all ISM Manuals, Safety Instructions, etc., were translated into Hindi and subsequent amendments are being updated from time to time. Correspondence in Hindi was extended to some more areas of work - such as, RTI and Public Grievances.

v) The Chairman, Town Official Language Implementation Committee (TOLIC), Visakhapatnam has awarded an Official Language Shield to CMD, DCI for excellent implementation of Hindi/Official Language Policy in the Corporation. The officers of the Corporation actively participated in the meetings and activities of the Town Official Language Implementation Committee, Visakhapatnam during the year.

CITIZEN'S CHARTER

As per the directives of the Government of India, to focus on the commitment of DCI towards its citizens / clients in respect of standard of services, information, choice and consultation, non-discrimination and accessibility, grievance redress, courtesy and value for money, including expectations of the Organisation from the citizen/client for fulfilling the commitment of the Organisation, a Citizens' Charter approved by the Competent Authority was posted on the Corporate website.

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

ACTIVITIES OF VIGILANCE DEPARTMENT

During the year 2014-15, the Vigilance department has taken significant measures to integrate its activities with other departments of the Corporation and provide a pro-active orientation to interface it with managerial process. As a part of the same, periodic, surprise and CTE type inspections have been carried out and systemic deficiencies and irregularities noticed have been communicated to concerned departments for necessary action.

As a result of inspections, during the period under review, the disciplinary authority has ordered minor and major penalty proceedings against officers and issue of advisory memos.

Vigilance Awareness week was observed during 27th October 2014 to 31st October, 2014. Vigilance web page on the Company's website has been redesigned incorporating various aspects of vigilance, besides launching of online complaint system. Quarterly Vigilance Bulletin "Alert" is being published for dissemination of the latest information and knowledge on vigilance. As a part of management education, illuminating articles on management & leadership are being circulated at regular intervals. Training programs on various matters were being held regularly.

DISINVESTMENT

The Government of India has disinvested 5% of paid up capital of Rs.28 Crore in August 2015 through Stock Exchange Mechanism (OFS). Post disinvestment, the holding of Government of India in the paid up share capital of the company has come to 73.56% against 78.56% earlier.

STATUTORY AUDITORS

M/s Tukaram & Co., Chartered Accountants, Hyderabad were appointed by the Comptroller and Auditor General of India as Statutory Auditors for auditing the accounts of the Company for the financial year 2014-15. Pursuant to Section 142 (1) of the Companies Act, 2013 the remuneration of the Auditors has to be approved by the Members at the AGM. The Board recommends the remuneration of ~3.50 lakhs plus service tax as applicable for the year 2014-15 for approval of the Members at this AGM.

INDEPENDENT AUDITORS' REPORT

The Independent Auditors' Report on the Accounts for 2014-15 given by the Statutory Auditors is placed along with the Accounts. Reply to the Qualified Opinion etc., of the Auditors have been given elsewhere in this report.

C&AG COMMENTS

The Comptroller and Auditor General of India has issued "NIL" Comments on the Accounts of the Company for the year ended 31st March, 2015 and the same are placed next to the Statutory Auditor's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the Articles of Association of the Company, all the Directors are appointed by the President of India as communicated through the administrative Ministry - Ministry of Shipping.

Ministry of Shipping vide its letter dated 22/12/2014 communicated appointment of Shri S. Charles, as Director (Finance) of the Company. Shri S. Charles has taken over charge as Director (Finance) (DFN) and also as CFO of the Company w.e.f. 26/12/2014. Ministry of Shipping vide its letter dated 20/01/2015 communicated appointment of Shri Barun Mitra as Part-time Official Director of the Company. Shri Barun Mitra has taken over charge as Part-time Official Director of the Company w.e.f. 20/01/2015. Ministry of Shipping vide its letter dated 04/12/2014 communicated appointment of Shri Rajesh Tripathi as Chairman and Managing Director of the Company. Shri Rajesh Tripathi has taken over charge as Chairman and Managing Director (CMD) of the Company and also as CEO of the Company w.e.f. 02/02/2015.

Mnistry of Shipping vide its letter dated 08/05/2015 communicated appointment of Shri M. S. Rao as Director (Operations & Technical) of the Company. Shri M. S. Rao has taken over charge as Director (Operations & Technical) of the Company w.e.f. 01/ 06/2015.

Shri K.Aswini Sreekanth, Company Secretary has been appointed as the Key Managerial Personnel as per the provisions of the Companies Act, 2013 w.e.f 28/5/2014

Pursuant to the provisions of the Companies Act and Articles of Association, the directors have first been appointed as additional directors by the Board and hold office till the date of this AGM. The proposal for appointment of the directors - Shri S. Charles, Shri Barun Mitra, Shri Rajesh Tripathi and Shri M.S.Rao is submitted for approval of Members in the Annual General Meeting.

ACKNOWLEDGEMENTS

The Directors thank Hon'ble Minister of Shipping and officers and staff of Ministry of Shipping for the valuable help, assistance and guidance rendered from time to time. The Directors thank all other Ministries for the help and co-operation extended by them. The Board is grateful to the Comptroller & Auditor General of India, the Member, Audit Board and the Statutory Auditors for their co-operation. The Board also thanks the Bankers of the Company for their valuable services. The Board expresses its gratitude to the valued customers for their continued patronage.

The Directors place on record their appreciation of the services rendered by all the employees of the Corporation.

For and on behalf of the Board of Directors

sd/- RAJESH TRIPATHI

CHAIRMAN AND MANAGING DIRECTOR

Place : Visakhapatnam

Date : 27/08/2015