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Garden Reach Shipbuilders & Engineers Ltd.

BSE: 542011 Sector: Others
NSE: GRSE ISIN Code: INE382Z01011
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OPEN 197.95
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VOLUME 26309
52-Week high 227.05
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P/E 11.44
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OPEN 197.95
CLOSE 196.35
VOLUME 26309
52-Week high 227.05
52-Week low 166.05
P/E 11.44
Mkt Cap.(Rs cr) 2,221
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Garden Reach Shipbuilders & Engineers Ltd. (GRSE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Annual Report of your Company for thefinancial year 2020-21 together with the Audited Financial Statements for the year ended31 March 2021.

Directors' Report

FINANCIAL PERFORMANCE

Even in the midst of the turbulent times that the world has seen in over a century theperformance of your Company continued to be satisfactory during the financial year2020-21.

Your Company was able to minimise the pandemic impact by improving its financials insecond and subsequent quarters of FY 2020-21. During the year the Company registered animprovement in EBITDA Margin and PAT Margin by 16.85% and 17.94 % respectively thoughRevenue from Operation was registered as Rs.1141 crores against Rs.1433 crores inprevious year. The Company also achieved export sale of Rs.87.49 crore during the yearagainst Rs.1.01 crore during FY 2019-20.

Operating results for the financial years 2020-21 and 2019-20:

(Rs. in crore)
Particulars 2020-21 2019-20
Value of Production 1132.76 1424.70
Revenue from Operation 1140.84 1433.30
Profit Before Depreciation Interest and Tax 238.91 255.29
Finance Cost 0.43 1.34
Depreciation 29.09 30.09
Profit Before Exceptional Items & Tax 227.87 234.48
Exceptional Item (20.75) (10.61)
Profit Before Tax 207.12 223.87
Tax Expenses 53.65 60.39
Profit After Tax 153.47 163.48
Other Comprehensive Income (Net of Tax) 3.56 (11.86)
Total Comprehensive Income 157.03 151.62

The financial position as on 31 Mar 2021 and 31 Mar 2020:

(Rs. in crore)
Particular As on 31 Mar 21 As on 31 Mar 20
Capital Employed 1137.12 1040.23
Gross Block 496.14 430.81
Net Block 340.20 303.69
Working Capital 542.98 560.78
Net Worth 1137.12 1040.23
Value Added 466.41 455.78
Value of Production 1132.76 1424.70
Profit Before Exceptional Items & Tax 227.87 234.48

 

Particular As on 31 Mar 21 As on 31 Mar 20
Exceptional Item (20.75) (10.61)
Profit Before Tax 207.12 223.87
Ratios: (%)
Profit before interest and tax : Capital Employed (%) 18.25 21.65
Profit after tax : Net Worth (%) 13.50 15.72
Gross Profit : Capital Employed 18.21 21.52
Profit Before Tax : Value of Production 18.28 15.72
Value of Production : Capital Employed 99.62 136.96
Sundry Debtors : Value of Production 15.73 37.57

 

Efficiency Ratios (%) FY -21 FY -20
PBT Margin 18.16 15.62
PAT Margin 13.45 11.41
Debtors Turnover 15.61 37.35
Basic EPS 13.40 14.27

Value of Production

During the financial year under review your Company achieved Value of Production('VoP') of Rs.1132.76 crore as against Rs.1424.70 crore during the previous year. Thecomparative VoP for the three Divisions are as follows:

(Rs. in crore)
Year Ship Division Engineering Division Engine Division Total
2020-21 1048.02 66.69 18.05 1132.76
2019-20 1345.31 35.28 44.11 1424.70

Net Worth

During the year under review your Company reported Net Worth of Rs.1137.12 crore asat 31 Mar 2021 against Rs.1040.23 crore as reported at 31 Mar 2020.

Value Addition

The Value Added during the financial year under review was Rs.466.41 crore as againstRs.455.78 crore during the previous year. The Value Added per Employee was Rs.24.56 lakhas compared to Rs.23.07 lakh during the previous year.

Appropriations

Considering the financial performance of your Company in the year 2020-21 theDirectors are pleased to recommend the following appropriations from the disposablesurplus:

(Rs. in crore)
Profit After Tax 153.47
Other Comprehensive income for the year Net of Tax 3.56
Total Comprehensive income for the period 157.03
Less:
Dividend of FY 2019-20 on the Paid-up Capital 16.04
Interim Dividend of FY 2020-21 44.10
Balance retained in Statement of Profit & Loss 96.89

Contribution to Exchequer

Your Company has made a contribution of Rs.41.49 crore to the National Exchequer duringthe financial year 2020-21 by way of Income Tax Custom Duty and GST.

Contribution to DIO/Idex

The Company had received a letter from Deptt. of Defence Production Ministry ofDefence in Nov 2018 for making an initial contribution of Rs.10.00 crore to DefenceInnovation Organisation (DIO). Accordingly the Company has contributed Rs.356.35 lakh andRs.321.83 lakh during the Financial Year 2019-20 and 2020-21 respectively. The balancecontribution of Rs.321.83 lakh will be made in subsequent years based on the affordabilityof the Company.

Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the top one thousand listedentities shall formulate a Dividend Distribution Policy. Accordingly the Board ofDirectors of the Company has formulated a Dividend Distribution Policy keeping in view theprovisions of SEBI (LODR) Regulations the Companies Act 2013 and

Guidelines issued by the Department of Public Enterprises (DPE) and the Department ofInvestment and Public Asset Management (DIPAM). The Policy is available on the Company'swebsite at http://grse.in/index. php/investors-corner/policies.html

Pursuant to the approval of the Board of Directors on 09 February 2021 your Companypaid an interim dividend of Rs.3.85/- per equity share of face value of Rs.10/- each toShareholders who were on the register of members as on 18 February 2021 being the recorddate fixed for this purpose. Thereafter the Board at its meeting held on 17 May 2021 hasrecommended a dividend of Rs.1.15/- per equity share of face value of Rs.10/- each for thefinancial year 2020-21. Thus the total dividend for the financial year 2020-21 ifapproved by the Shareholders would be Rs.5/- per equity share.

IMPACT OF COVID-19 PANDEMIC

The World Health Organisation declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on 11 Feb 2020. In the last month of the financial year 2019-20 theCOVID-19 pandemic developed rapidly into a global crisis forcing Governments to enforcelock-downs of all economic activities.

During the year under review the Government of India had imposed stringent nationwidelockdowns in phases which severely impacted manufacturing activities and shipbuildingactivity being labour intensive was badly affected. Consequent to the lockdownrestrictions imposed by Central and State Governments your Company implemented a completelockdown with effect from 23 Mar 2020. After nearly 75 days lockdown productionactivities partially commenced on 08 Jun 2020 in a phased manner with restrictions ofemployment of manpower in truncated shifts to ensure compliance of Social Distancing norms& COVID Protocols.

At the beginning of the current Financial Year 2021-22 the second wave of the COVID-19pandemic developed rapidly in India. While production activities have been impacted in thewake of the lockdown restrictions imposed by various States the supply chain has alsobeen affected.

The Company has taken into account the possible impact of COVID-19 and the relatedinternal and external factors known to the management upto the date of approval of theseresults. Accordingly the management is continuously and closely monitoring thedevelopments and possible effects that may result from the current pandemic on itsfinancial condition liquidity and operations and is actively working to minimize theimpact of this unprecedented situation.

The Company is executing projects having long construction period. The COVID-19 hasmostly impacted the physical performance of the Company. The mitigation plans have beenformulated to arrest the delays on physical performance to the extent possible.

MOU RATING

Your Company has been signing a Memorandum of Understanding (MoU) every year with theGovernment of India Ministry of Defence. Performance of the Company is expected to berated as "Very Good" as per MoU 2019-20 Evaluation. Further on the basis ofactual achievements vis-a-vis parameters laid down in the MoU signed with the Governmentof India for the year 2020-21 your Company is expected to be rated "Excellent"for its performance during 2020-21.

PERFORMANCE DURING THE YEAR

SHIPBUILDING

Ship Production & Delivery

Deliveries of Ships: Your Company has delivered following two (2) ships to theIndian Navy/Indian Coast Guard during the financial year 2020-21.

During the year GRSE has also delivered one (1) ship (Fast Patrol Vessel) toGovernment of Seychelles (GoS) whereby taken the total deliveries during the year tothree (3).

Sl. No. Ship Yard Date
1 SCG PS Zoroaster (4th FPV) 2116 15 Feb 21

Completions of LCU Project. During the year your Company has achieved a majormilestone by completing the LCU Mk IV Project by delivering the last ship of the Class.Yard 2099 (LCU L-58) was handed over to Indian Navy on 31 Dec 2020 by GRSE.

Sl. No. Ship Yard Delivery
1 ICGS Kanaklata Barua (5th FPV) 2117 09 Jun 20
2 L-58 (8th Landing Craft Utility) 2099 31 Dec 20

The entire design of these LCU Class Mark-IV ships has been developed in-house by yourCompany as per the requirements specified by the Indian Navy. These ships boast of over90% indigenous content proving once again your Company's commitment towards successfulimplementation of the 'Make in India' initiative of the Government of India.

Commissioning of LCU Ships. During this year only the seventh and eighth ships ofthe Landing Craft Utility (LCU) Project IN LCU L-57 and IN LCU L-58 constructed by yourCompany were commissioned at Port Blair by Lt General P.S. Rajeshwar PVSM AVSM VSMADC CINCAN on 15 May 2020 and by Lt General Manoj Pande AVSM VSM CINCAN on 18 Mar 21respectively.

Fast Patrol Vessel Delivery to Indian Coast Guard. During the year under reviewthe fifth ship in the series of five Fast Patrol Vessels Yard 2117 was delivered by GRSEon 09 Jun 2020. The ship was handed over to Indian Coast Guard in presence of DIG RHNandodkar TM CSO (Tech) (NE) and other senior officials of GRSE and the Indian CoastGuard.

You may note that the ship was delivered just one day after reopening of your Company(post lock down) due to COVID-19 Pandemic. Your Company has achieved this milestone inspite of COVID-19 Pandemic and the delivery of this ship during this difficult timeindicates the devotion dedication hard work and focussed attitude of the shipyard.

Cooperation in Indian Ocean Region (IOR). Another credible achievement during thisyear has been the handing over of FPV Yard 2116 to Government of Seychelles. Contract for01 no. FPV was signed with the Government of Seychelles on 03 Feb 2021 and the ship washanded over on 15 Feb 21 to the Indian Navy the nominated representative of SeychellesCoast Guard. The Ship renamed as "SCG PS Zoroaster" was delivered to the CoastGuard of Seychelles at Port Victoria Seychelles on 08 Apr 21.

Commissioning of INS Kavaratti. "INS Kavaratti" the last ship in theseries of four Anti-submarine Warfare Corvettes (ASWC) built by GRSE was commissioned atVisakhapatnam by the Chief of the Army Staff General M.M. Naravane PVSM AVSM SM VSMADC on 22 Oct 20.

Launching of ships

Another feather in the cap of your Company has been the launching Yard 3022 the firstship of Frigate P-17A Project ahead of schedule. It was a proud moment for GRSE when Yard3022 was launched by Smt. Madhulika Rawat in the august presence of General Bipin RawatPVSM UYSM AVSM YSM SM VSM ADC Chief of Defence Staff on 14 Dec 2020.

Keel Laying

Keel laying of the following ships were undertaken during FY 2020-21: -

Sl. No. Project Yard Date
1 2ND Survey Vessel (L) 3026 01 Dec 20
2 3rd P-17A 3024 05 Mar 21

Start Production

Start Production of a Project signifies commencement of vessel construction afterdesign engineering phase. Start Production of the following ships were achieved during theFY 2020-21:-

Sl. No . ShipL Yard Date
1 3rd Survey Vessel (L) 3027 16 Nov 20
2 1ST Anti-Submarine Warfare Shallow 3029 31 Dec 20
Water Craft (ASW SWC)
3 4th Survey Vessel (L) 3028 01 Feb 21

Receipt of Export Order from Govt of Guyana:

Your Company has bagged an Export order of 12.73 Million USD for supply of 01 No. OceanGoing Passenger & Cargo Ferry Vessel to Republic of Guyana.

ENGINEERING DIVISION

The Value of Production achieved by the Engineering Division during the financial year2020-21 amounted to Rs.66.69 crore a quantum jump from the VoP achieved in this segmentduring the financial year 2019-20 (Rs. 35.28 crore).

Portable Steel Bridge Unit

The Value of Production achieved by the Bailey Bridge unit during the financial year2020-21 amounted to Rs.50.16 crore [consisting of (58) Bridges] as against Rs.26.20 crore[consisting of (42) Bridges] during the previous year 2019-20.

During 2020-21 your Company has exported seven Bridges. (Five Bridges to Bhutan andTwo Bridges to Nepal). Export order achieved up to 31 Mar 2021 is Rs.3.15 crore.

BB Unit also supplied & erected one No 140 feet Double Lane Modular Bridge withLoad class 70R to M/s DGBR (Project Swastik) on NC Basis (as per earlier MoU signed) andthe successful launching of the Double Lane Modular Bridge was completed on 14 Feb 2021.

BB unit supplied and erected one 110 feet Modular Bailey Bridge with walkways for NorthBengal Development Department Siliguri at Khagenhat West Bengal. This was the firstcommercial Supply of Modular bridge and first of its kind having walkways in the country.

Deck Machinery and Naval Pumps Unit

Taratala Unit of your Company is engaged in manufacturing and supply of various DeckMachinery equipment comprising of Anchor Capstan Anchor Windlass Mooring Capstan DockCapstan General Purpose Davits Ammunition Davit/ Rocket Launcher Davit Electric BoatDavits Electro-Hydraulic Boat Davits Electro-Hydraulic Deck Cranes Survey Motor BoatDavits Hydrographic Davits Oceanographic Winch Anchor cum General Purpose Winches forbeaching operations Telescopic Hangars Helo traversing system (both Rail based and RailLess type) & various types of Naval Pumps consisting of marine fresh water and seawater pumps of different discharge and capacity based on application.

During FY 2020-21 equipment and spares with sale value of Rs.12.58 crore have beensupplied to various new construction yards as well as to operational ships of Indian Navyand Indian Coast Guard.

The prototype Ground Support Equipment (GSE) of Rail Less Helicopter Traversing System(RLHTS) for Advance Light Helicopter (ALH) which was designed in-house was satisfactorilytested during Sea Acceptance Trials on-board one of the Indian Naval Ship in Aug 2020.Based on the encouraging performance of the equipment during the trials manufacturing ofGSE for all ships of Indian Navy and Indian Coast Guard ships fitted with GRSE make RLHTSis in progress.

ENGINE DIVISION

During the year under review your Company was able to successfully develop the majorcomponent of Diesel Alternator for 1MW DA of P17A project like alternator Acousticenclosure Local control panel etc. through GRSE's sub vendors.

DEP Ranchi unit has achieved Value of Production of Rs.18.05 crore during thefinancial year 2020-21 from diesel engine business.

ORDER BOOK POSITION

The total order book position of your Company for the three (3) divisions as on 31 Mar2021 is as follows:

(in Rs.crore)
Sl. No. DIVISION/DEPTS Closing order Value as on 31 Mar 2021
A Ship Division
Ship (including B&D Spares) 25450.23
B Engineering Division
Bailey Bridge 21.09
Deck Machinery & Pump 69.62
Total Engineering Division 90.71
C Engine Division 166.06
Total (A+B+C) 25707.00

The details of ships under construction in your Company as on 31 Mar 2021 are asfollows:

Project/Vessel Type Outstanding Ships as on 31 Mar 2021
Project P-17A for Indian Navy 03
Survey Vessel (Large) for Indian Navy 04
ASW-SWC for Indian Navy 08
Ocean going Passenger cum Cargo Ferry for Govt. of Guyana 01
Fast Patrol Vessel for Indian Coast Guard 01
Total 17

NEW INITIATIVES

The Company has signed following MoUs with various organisations

during FY 2020-21 to develop equipment products and markets:

(a) IIT Kanpur for undertaking aerodynamic studies for new ship designs. National WindTunnel Facility (NWTF) of IIT Kanpur has undertaken additional Aero Dynamic Studies forSVL project in line with IHQ MoD(N) requirements.

(b) M/s GE Power for development of Electric/Hybrid Propulsion for ships/ crafts.Currently deliberations are on with the firm with respect to development of concept forelectric/ hybrid propelled inland vessel.

(c) ECT Marine Netherlands to jointly explore global market for design &construction of advanced dredgers.

(d) CAS Electrical & Automation Pvt Ltd for product development and service supportfor Helo Handling Systems.

(e) National Highway Industrial Development Corporation Limited (NHIDCL) for supply ofBailey Bridges wherein estimated Six to Seven bridges per Annum to be supplied by GRSE.

(f) Abhyudaya Group a Mega Defence Sector Cluster and a Global Hub for Defencemanufacturing with an aim to develop a dedicated domestic vendor base to cater to thedefence manufacturing sector and to achieve indigenization of various components andequipment as per GRSE's requirements.

(g) M/s Island Ship Repairers regarding bidding for order on ship repairs &execution of repaired jobs on turnkey basis.

(h) M/s NSTL Vishakhapatnam for design & development of 4 MW Diesel EngineInfra-Red Signature Suppression System.

(i) M/s Sterling Planb Energy Solution Vancouver Canada for adoption of Lithium ESS(Energy Storage Systems) for Electric/ Hybrid Propulsion in ships.

(j) Ananda Shipyard & Slipways Ltd. (ASSL) Bangladesh for cooperation inshipbuilding.

(k) Abu Dhabi Shipbuilding Company (ADSB) UAE for mutual cooperation in Shipbuildingproject in Defence and Maritime sector with an aim for Synergy and Symbiotic BusinessEngagement.

RESEARCH & DEVELOPMENT

Green Energy Initiatives - Hybrid Propulsion System:

Considering the potential in Inland Waterways and the impetus being given by the GoI inthe development of National Waterways GRSE has taken up efforts to develop design forGreen Energy based vessel for Inland Water Transport. Towards this MoUs have been signedwith M/s Sterling Plan B Vancouver Canada for assistance in design development &integration of energy storage solutions and M/s GE Power Conversion for providingsolutions with respect to electric/ hybrid propulsion. GRSE has also initiated discussionswith IIT Kharagpur to develop an efficient hull form for the purpose. Further a webinartitled "Green Energy for Inland Water Transport" was also conducted by GRSE togive an impetus to this effort.

AI Based Design Application: During the design process of any Naval Vesselhundreds of standards/ guideline documents such as Naval Engineering Standards (NES)Naval Construction Document (NCD) DefSTAN & IMO Guidelines etc. are referred to andcomplied with. A designer spends considerable amount of time searching through thesedocuments to ensure compliances as well as when faced with a typical problem. Towardsmaking this process more efficient GRSE has successfully undertaken development of an AIenabled design assistant "Jigyasha" in collaboration with IIIT Hyderabadincubated start-up 'Subtl.ai'. This Machine Learning algorithm-based application iscurrently being trained to guide the designer with high accuracy.

Design of Hovercrafts: The hovercraft design is a niche domain which is yet tomature in the Indian shipbuilding industry. While there is significant demand for suchvessels in the country and other neighbourhood countries the technology is not availablefor their design in the country. Towards making a foray into this niche area of designthe Board of Directors has approved the acquisition of complete design of a provenHovercraft and a demonstrator vessel. This acquisition will provide GRSE an opportunity todevelop contemporary Hovercraft designs by re-engineering to suit the need of prospectiveclients through R&D efforts. It is expected that over time this will lead to in-housedesign competency in the hovercraft domain.

EMI/EMC Simulator: EMI/EMC simulation studies are highly complex requiring a highlevel of technical competence to understand the underlying scientific principles as wellas use of sophisticated software to carry out the simulations. These activities areusually carried out by specialised agencies of IN/GoI. GRSE has endeavoured to developthis capability through in-house R&D efforts and a pilot project has been completedsuccessfully. Efforts are on to standardise the processes and procedures involved forusing these simulations as part of the ship design process. This will help in finalisationof top deck layouts of ships very early in the design process.

MAKE IN INDIA INITIATIVES

Your Company has implemented the "Make in India and Indigenisation" policywhereby indigenous vendors are encouraged to quote with maximum indigenisation contentthrough Licensed production with collaboration Licensed production by way of Transfer ofTechnology (ToT) Co-production Assembling Design and Manufacture in India with ToT.Indigenization/Import Substitution of Ship's Engineering and electrical Items like HP AirFittings Magazine Fire Fighting System (MFSS) comprising an automatic Control system(Quartzite Bulb System) and Data Acquisition & Processing System (DAPS) for fitmentonboard SVL is actively being pursued in collaboration with Indian vendors.

Your Company has developed in-house capabilities to design & build most modernwarships in the country. The indigenous content of major platforms recently developed byGRSE are LCUs (over 90%) ASW Corvettes (over 85%) and is considered a major step towardsachieving self-reliance in state-of-the-art warship design and construction.

EXPORT INITIATIVES

GRSE is the first Indian shipyard to export a warship an Offshore Patrol Vessel toMauritius in 2014. GRSE's initiatives to export Naval ships to the friendly foreigncountries has borne fruit with the award of Export order worth approximately Rs.100 crorefor supply & Maintenance support of 01 No. Fast patrol Vessel for the Govt. ofSeychelles on 03 Feb 2021. The Ship 'SCG PS Zoroaster' has been delivered by GRSE to theGovt. of Seychelles on 15th Feb 2021. Your Company has also succeeded inbagging the Export order of 12.73 Million USD for supply of 01 No. Ocean Going Passenger& Cargo Ferry Vessel to Republic of Guyana. The Contract was signed on 13 Jan 2021after a relentless pursuit of over two years.

During FY 2020-21 GRSE executed a total of Rs.87.49 crore Export Order that includesRs.84.34 crore of Shipbuilding order (Supply of Seychelles FPV) and Rs.3.15 crore ofPortable Pre-fabricated Steel (Bailey & Bailey Suspension) Bridge Orders.

The focus areas for exports remains SAARC ASEAN African & Latin Americancountries. The MoD has allocated six countries namely Bangladesh Philippines Oman UAESaudi Arabia and Seychelles for export promotion of maritime platforms as areas of focus.Export opportunities are also being explored with aggressive marketing initiatives withcountries like Vietnam Myanmar Egypt Maldives Mauritius etc.

GRSE has also adopted the strategy of engaging with the authorities of the targetmarket countries for export of its products. Further the company also continues toregularly supply Bailey Bridges and its components to the neighbouring countries such asNepal & Bhutan. Efforts are on to further enhance the export of Bailey Bridges &their components to other friendly foreign countries as well.

CREATION AND RENOVATION OF INFRASTRUCTURE

Your Company has been continuously modernising its infrastructure to be in tune withthe changing needs of the technology/products. During the year 2020-21 the Company hasspent Rs.158 crore as part of CAPEX investment towards modernisation of Plant &Machinery and infrastructure up-gradation etc. Following are some of the facilitiesmodernised during the year:

(a) Restoration of the 250 ton Goliath Crane: The new 250 ton capacity GoliathCrane ordered on M/s Sangsangin Ship Machinery Ltd-South Korea was transported from Koreain fully assembled condition by sea and got unloaded at GRSE on 26 Feb 2021. The GoliathCrane has been commissioned on 22 Jun arm

(b) Restoration work of Module Hall at Main Unit is in progress as per theapproved structural health audit report.

(c) Creation of Infrastructure at Main Unit: An open Storage area (3600 sqmarea) for storage of hull blocks at Main Unit has been created in Sep 2020.

(d) Commissioning of two 'Climate Control Warehouse':

As a part of the mega augmentation project for enhancing the storage capacity &automation of supply chain system towards taking-up the challenges for ongoing &future projects two climate control Warehouses have been commissioned at the Main Worksof the Company.

(e) Modernisation of Raja Bagan Dockyard (RBD): As part of a modernisation planof RBD following major actions have been completed/initiated:

(i) 02 Nos. Hull Block Fabrication Sheds (85MX27Mx18M & 50Mx25Mx18M) at RBD Unitwere commissioned on 25 Mar 2021 and thus has enhanced the block fabrication capacity ofthe shipyard.

(ii) Construction of Cofferdam at the mouth of old Dry Dock No. 3 (DD-5) hasbeen completed in Feb-21 including clearing of entire dock to enable feasibility study bya consultancy firm for augmentation of dock capacity.

(f) New Corporate Office: 4-storied New Corporate Office at 61 Park Unit hasbeen inaugurated on 16-Dec-20 and subsequently the Corporate Office has been shifted tothe new location.

FUTURE OUTLOOK

A strong order book for construction of 17 warships concurrently for the Indian NavyIndian Coast Guard & Govt. Republic of Guyana at this juncture holds bright futureahead for the Company. Further the defence shipbuilding segment remains promising onaccount of the ambitious acquisition plan of the Indian Navy and the Indian Coast Guardwhich is quite encouraging for the Indian Shipbuilders and the entire eco-system. RFPs forvarious shipbuilding projects have been floated by the Ministry of Defence during the lastone year and RFPs for some more major projects are expected in the near future. Furtherthe Ministry of Defence plans to increase export of defence products to 5 Billion USD by2024 which augurs well for all of us.

The global response to our Hon'ble Prime Minister's clarion call for ‘AtmanirbharBharat' and ‘Make in India' has been very encouraging and your Company seeks to forgealliances with global giants in the shipbuilding industry in order to make good theopportunity for the company to become part of the global value chain in line with ourvision of becoming global player in Shipbuilding. In light of policy initiatives taken bythe Government of India in recent times the overall scenario for ship building looksquite positive in coming years. However it requires building capabilities andcompetencies to meet global standards in terms of quality and cost. Our willingness toadopt latest technologies and modern tools in various areas of operations would play asignificant role in improving efficiency quality and productivity of the Company. Thusthe Company has embarked on a mission to adapt Industry 4.0 practises in its core areas offunctioning such as ‘Design' ‘Planning' 'Production' and ‘Supply ChainManagement'.

VENDOR DEVELOPMENT

Vendors have played a pivotal role in the growth of GRSE over the last several years.Your Company is in constant search for MSME Vendors through various vendor meetsseminars webinars etc. organized by various important fora like CII BCCI MSME etc. Inthe ongoing pandemic webinars are being leveraged for identifying capable entrepreneursto the GRSE fold.

Your Company is continuously increasing the permanent vendor base after due assessmentas per laid down Company Policy & Procedures and directives of the MSME-DI as perPublic Procurement Policy 2015.

Your Company has also introduced a common "Online Vendor Grievance RedressalPortal" to address grievances of vendors as 'single point contact' basis in a verytransparent manner in order to improve the overall satisfaction of the vendors in doingbusiness with your Company.

While our vendor base is being progressively enhanced there is a need to monitorvendor performance. Towards this your company has introduced an "Online VendorRating for Service Vendors" in SAP. It helps your company to make a powerful vendorbase for overall business growth of the Company.

IMPETUS TO MICRO SMALL AND MEDIUM ENTERPRISES

Your Company has been providing increased thrust on enhancing procurement from Microand Small Enterprises (MSEs) and has implemented the Public Procurement Policy for MSEsissued by the Ministry of MSME. Your Company extends technical guidance and requisitesupport to these industries wherever required. Your Company is regularly conducting MSEVendor Development programmes in association with CII and MSME Ministry Government ofWest Bengal.

Our quality control personnel visit these industries to assist and ensure that thequality of the products meets the requisite standards.

As of now your company has 829 Nos MSME Vendors out of the total 2172 no of vendorsregistered with GRSE.

During the financial year 2020-21 your Company procured items worth Rs.635.00 crorefrom the MSEs which is 52% (approx.) of the total annual procurement value (consideringexclusions as applicable for MSEs). List of items reserved for MSEs procurement isavailable on your Company's website at: http://www.grse.in/mse notice website.pdf

Your Company is encouraging MSME Vendors to register for TReDS registration (to availtrade discounting facility) and UDYAM registration (i.e. new initiative of Govt. of Indiareplacing earlier UAM registration) & GeM (Government e-Marketplace) to avail thevarious Govt schemes' benefits.

GOVERNMENT e-MARKETPLACE (GeM)

Your Company has registered with GeM as per Rule No. 149 of the General FinancialRules 2017 towards online procurement of common use of Goods & Services.

During the financial year 2020-21 your Company has achieved a total procurement figureof Rs.809 lakh (goods and services) through the GeM portal.

ERP & IT

Your Company is giving thrust to SAP implementation and IT initiatives all across itsactivities. The highlights in the area of ERP & IT are as follows:

(a) IT Infrastructure: Your Company has well established on premise Data Center(DC) in Kolkata and Disaster Recovery Center (DR) at Mumbai. The Company has alreadymapped major business processes like Supply Chain Finance HR Payroll Vendor PlantMaintenance etc in SAP ERP. Total Design Operations are covered under secured IT Platformwith AVEVA CAD VR LAB PDM-PLM etc.

(b) Cyber Security:- Your Company has well defined organisational structure forCyber Security Management. Director (Personnel) is nominated as Chief Information SecurityOfficer (CISO) for the Company. At each Unit/ Department Information Security Officersare nominated. Cyber Security Enhanced Awareness Training by CDAC to cyber security coregroup consisting of 20 personnel. AIR-GAP implementation across organization and ILL basedinternet LAN was implemented in all its units.

(c) ERP-SAP: GRSE has adopted a centralised approach to manage critical ITinfrastructure on which all business processes are dependent. It includes ERPinfrastructure mail servers WAN LAN network security components Antivirus and patchmanagement. Further ERP/SAP core team has also been re-vitalized.

(d) PDM/PLM (Product Data Management/Product Lifecycle Management): Implementationof AVEVA Marine based PDM & Siemens Team Centre based PLM software is underimplementation. Modular construction technology with the use of PDM/PLM will improveefficiency and reduction of construction time of P17A ships. Integration of AVEVA CAD datawith PLM has been completed.

(e) DMS (Document Management System): Manual files have been reducedsubstantially and approximately 80% of the organizational processes have been digitized.

(f) Access Control System: GRSE has already implemented Biometric based accesscontrol for permanent employees as well as contractual employees. GRSE is going for majorupgradation from Biometric Access Control to Face Recognition System considering PandemicSituation.

(g) CCTV System: High-end CCTV System integrating the five Kolkata based unitshas been implemented for ensuring security and surveillance.

(h) Employee Portal: Employee Portal has been revamped to cover various onlinemodules like PMS (Performance Management System) to assign goals and tasks to employeesand assessment throughout the Year.

HUMAN RESOURCE & ADMINISTRATION

Manpower

The total Manpower strength under permanent roll of the Company as on 31 Mar 2021 was1900 including 488 Officers on regular roll and 2 Officers & 42 Supervisors on FixedTerm contract.

Statements showing the representation of SC/ ST/ Women etc. as on 31 Dec 2020 as wellas the total recruitment made during the period from Jan to Dec 2020 are given at Appendices"A & B" of this report.

Further in accordance with Ministry of Corporate Affairs Notification dated 05 Jun2015 Government Companies are exempted from the provisions of Section 197 of theCompanies Act 2013 and its rules thereof.

Industrial Relations

Industrial Relations during the period under review across all Units of the Companyincluding DEP Ranchi remained peaceful.

Election was held on 24 Nov 2020 for two employees' representatives on the GRSE PFTrust Board from Operative category of employees. The election process was conductedsmoothly.

The GRW Ltd. Clerks' Union representing the Office Assistant category of unionizedemployees had agreed for 10 years wage settlement w.e.f. 01 Jan 2017 on 30 Sep 2020.Subsequently wage negotiations were held on diverse dates during Oct 2020 to Mar 2021.After protracted negotiation the Memorandum of Settlement was signed on 25 Mar 2021.

To address the long felt need of cafeterias in units so that employees and outsidersvisiting GRSE can avail quality and hygienic food especially during odd hours cafeteriaswere started in 61 Park unit on 18 Jan 2021 and in RBD unit on 16 Mar 2021 in associationwith West Bengal Livestock Development Corporation Ltd. (A Govt. of W.B. Undertaking).Similar initiative is being planned for other Units.

Human Resource Development

GRSE intends to nurture and develop a well-balanced workforce of talented individualswho can contribute towards enhancing organization's growth trajectory. The Company hasundertaken various initiatives to enhance the efficiency of the workforce in an atmospherethat encourages pursuit of individual excellence and cohesive teamwork.

In FY 2020-21 your company has prepared and implemented a well- defined AnnualTraining Plan covering technical leadership managerial effectiveness functionalcross-functional and behavioural competencies development topics for all categories ofemployees. During the year 3800 training man-days were achieved through various trainingprograms. Due to the pandemic scenario most of the training programmes were conductedthrough online mode by nominating participants in various onlineworkshops/conferences/webinars organized by external agencies/training providers in Indiain collaboration with foreign institutes. Few in-house training programmes were alsoconducted by inviting faculty/ trainers from reputed institutions/agencies as well asdeputing participants in workshops/ management development programmes/ outbound workshopsorganized by external institutions/ training providers in India

The company has prepared and promulgated a comprehensive Training & DevelopmentManual encompassing all necessary details on courses target groups training institutionswhere deputed SOPs and formats related to training activities.

In addition to the above the Company has also promulgated a policy onKnowledge-Preservation & Enhancement through Collaboration (K-PEC) in order to developculture of Knowledge Sharing Further an SOP in Effective Training Evaluation Managementto assess the training efficacy and a policy on Competency Mapping to develop a robustcompetency mapping framework at the shipyard have also been formulated.

Apprenticeship Training under Apprentices Act: During FY 2020-21 the company hastrained 234 Apprentices under Trade Apprentice Graduate Apprentices and TechnicianApprentice categories. Despite of movement restrictions due to lockdown the engagement ofApprentices was increased to 12.31% of Company's manpower against 10% during FY 2019-20which is over and above the statutory requirement of 2.5%. The Apprentices were providedon- the-job training in various shops/ departments of the Company as well as basictraining at Company's training facility at Technical Training Centre - Baranagar Kolkata.

New HR Initiatives

People Capability Maturity Model (PCMM) Level 2 Certification

- GRSE achieved the 'People Capability Maturity Model (PCMM) Level 2 Certification' inline with CMMI Institute framework developed by Carnegie Mellon University (CMU) USA.GRSE adopted the PCMM philosophy as a part of its HR capability building framework with aview to improvise its existing HR processes. As a strong proponent of the modelcollaborative efforts were undertaken across various functions and teams throughout theimplementation journey in order to bring in the desired change-readiness andtransformation in the processes across the organization which resulted into achieving thecoveted PCMM Level 2 Certification.

Performance Management System- The Performance Management System for Officers andSupervisors has been revamped by in-house development of a robust and user-friendly onlineportal.

Competency Framework: Competency framework is an effective tool to assessmaintain hone and monitor the knowledge skills and attributes of the individuals.Detailed guidelines regarding competency mapping and development of the officers have beenframed in order to develop a robust competency mapping framework at the shipyard.

Talent Spotting and Development: The Succession Planning Scheme was formulated bythe company in the year 2016-17. The Plan is updated every year keeping in view thechanges in dynamic data of performance of executives as well as re-assessment ofcriticality of various roles throughout the organization. Accordingly a talent pool ofyoung executives identified and learning & development interventions were conductedwith a focus on developing leadership skills and bridging the competency gaps.

Persons with Disabilities

The Company extended all necessary relaxations /concessions to the employees withdisabilities as per the Statute/Govt. directives. During the year 2020 the Company hasrecruited 01 PWD out of total recruitment of 38 employees.

Empowerment of Women

The women representation is 5% of the total strength in the Company at the end of the2020-21. During 2020 03 lady employees have been appointed out of 38 which is 7.9%.

SAFETY AT WORK

During the F.Y. 2020 -21 the shipyard has achieved a Safety Frequency Rate (IndustrialInjury Index) 2.05 as against the last year's (F.Y. 2019 - 20) Safety FrequencyRate 2.58 indicating an improvement in Safety performance of shipyard.

INDUSTRIAL SECURITY

The physical security of your Company has been entrusted to the Central IndustrialSecurity Force (CISF) contingent in all the three production units of GRSE i.e. MAIN FOJand RBD of 397 CISF personnel headed by an officer of the rank of Commandant.

A robust access control system and a state of the art CCTV network ensures a strong andeffective security & surveillance system at the shipyard.

COVID19 MANAGEMENT

Handling the unprecedented situation emerging out of the covid-19 pandemic has been amajor challenge and your company has effectively managed the same through efficientimplementation of the covid prevention norms. Further the affected personnel and theirfamily members were provided the best possible medical care. This entailed empanelment ofadditional hospitals and proactive liaison with the external stakeholders.

Your Company started a 'Govt. Covid Vaccination Centre' within the Main unit premisesperhaps the only PSU without a full-fledged hospital to be accorded these status Morethan 2500 employees including contractors workmen have availed this facility to getvaccinated. Further a Vaccination Camp was set up at FOJ unit for the family members ofour employees.

In addition your Company has also partnered the efforts of the Nation to contain andcontrol the epidemic through various CSR Initiatives. The details of these have beenelucidated in the CSR section.

OFFICIAL LANGUAGE

Your Company is committed to adhere to the Official Language (OL) policy of theGovernment of India (GoI). During 2020-21 the Company has achieved the various targetsprescribed in the Annual Programme 2020-21 issued by Dept. of OL Ministry of Home Affairs(MHA) GoI to transact official work in Hindi. The efforts made towards implementation ofOfficial Language include:

(a) Hindi Month Celebrations: Hindi Month and Hindi Day was observed duringSeptember month in all the Units and Offices of the Company. During the month employeesof the Company participated enthusiastically in various programs and competitions.

(b) Official Language Implementation Committee: Official Language ImplementationCommittee (OLIC) meetings were conducted on quarterly basis under the chairmanship ofChairman & Managing Director to review the progress made by various departments.

(c) Incentives: Incentive Schemes are propagated among all employees and numberof employees who took part in these schemes were awarded with cash prize.

(d) Rajbhasha Awards: Your Company has been awarded prestigious RajbhashaShield for the year 2019-20 for Excellence in Implementation of Official Language inthe company. Deputy Manager (Official Language) has also been awarded appreciation letterby Town Official Language Implementation Committee (TOLIC) for Excellence inImplementation of Official Language in the company.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance inall spheres of business activity carried out by your Company and continues to lay strongemphasis on transparency accountability and integrity. Your Company complies with theapplicable regulations under the Companies Act 2013 the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") and alsothe Guidelines on Corporate Governance for CPSEs issued by Department of PublicEnterprises (DPE Guidelines) vide its Office Memorandum dated 14 May 2010 both in letterand spirit. The Company also strives to comply with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

Further Department of Public Enterprise Guidelines on Corporate Governance for CPSEsprovide that CPSEs would be graded on the basis of their compliance with the Guidelines.DPE has graded GRSE as "Excellent" for the year 2019-20.

In terms of Regulation 34 of the SEBI (LODR) Regulations 2015 and DPE Guidelines aReport on Corporate Governance along with Compliance Certificate issued by M/s. MaheshwariR & Associates Company Secretaries forms part of this Annual Report.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of your Company comprises a total of ten (10) directors which includes four(4) Whole-Time Directors five (5) Part-Time Non-Official (Independent) Directorsincluding one (1) Woman Director and one (1) Government Nominee Director.

During the year 2020-21 the following changes took place in the Board of Directors andof Key Managerial Personnel (KMP) of your Company:

Sl. No. Name of Director Designation Date of Appointment Date of Cessation
1 Shri S S Dogra Director (Finance) - 30.06.2020
2 Shri R K Dash Director (Finance) 01.07.2020 -
3 Shri Ajai Bhandari Independent Director - 20.07.2020
4 Shri Bharat Bhushan Jain Independent Director - 15.09.2020
5 Smt.Kanwaljit Deol Independent Director - 15.09.2020
6 Shri Ashwani Kumar Mahajan Government Nominee Director - 30.07.2020
7 Shri Surendra Prasad Yadav Government Nominee Director 14.09.2020 -
8 RAdm.IPS Bali IN (Retd.) Independent Director - 09.03.2021

DIRECTORS RETIRING BY ROTATION

Pursuant to Section 152(6) of the Companies Act 2013 and Articles of Association ofthe Company Cmde Hari PR IN (Retd.) Director (Personnel) who has served on the Boardof Directors and the longest amongst the retiring directors is liable to retire byrotation and being eligible offers himself for reappointment.

DECLARATION AND MEETING OF CRITERIA BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of yourCompany confirming that they meet the criteria of independence as prescribed under theCompanies Act 2013 the Guidelines on Corporate Governance for CPSEs issued by theDepartment of Public Enterprises and the SEBI Listing Regulations. Further in the opinionof the Board the Independent Directors fulfil the conditions prescribed under the SEBIListing Regulations and are independent of the management of the Company. The IndependentDirectors of the Company have confirmed that they have registered themselves with theIndian Institute of Corporate Affairs Manesar and have included their name in thedatabank of Independent Directors within the statutory timeline and they will also appearfor the online proficiency test within a period of one year wherever applicable.

MEETINGS OF INDEPENDENT DIRECTORS

During the year a separate meeting of Independent Directors was held on 04 Mar 2021 inwhich all Independent Directors were present.

MEETINGS OF THE BOARD

Eight (08) meetings of the Board of Directors were held during the year under review.For further details please refer to the ‘Report on Corporate Governance'.

REMUNERATION POLICY & EVALUATION OF BOARD'S PERFORMANCE

Your Company is a 74.50% Government of India owned Public Sector Enterprise underMinistry of Defence. Presently the Directors of the Company are Presidential appointeesand their remuneration is fixed in accordance with the DPE Guidelines in this regard.Accordingly Articles 194 and 214 of the Articles of Association of your Company statesthat the President of India will appoint Directors and determine their remuneration.Since the Board level appointments are made by President of India the evaluation ofperformance of such appointees is also done by the Government of India.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprise of following Directors from 01Apr 2020 to 14 Sep 2020:

1 Shri Bharat Bhushan Jain Chairperson Part-Time
2 Smt. Kanwaljit Deol Member Non-Official (Independent)
3 RAdm Inder Paul Singh Bali IN (Retired) Member Director
4 Cmde Sanjeev Nayyar IN (Retired) Member Director (Shipbuilding)

On completion of tenure of Shri Bharat Bhushan Jain and Smt. Kanwaljit DeolIndependent Directors the Audit Committee of the Board of Directors has beenreconstituted comprising of following Directors from 14 Sep 2020 to 08 Mar 2021:

1 RAdm Inder Paul Singh Bali IN (Retired) Chairperson Part-Time Non-Official
2 Dr. Biswapriya Roychoudhury Member (Independent) Director
3 Cmde Sanjeev Nayyar Member Director
IN (Retired) (Shipbuilding)

Due to completion of tenure of RAdm. IPS Bali IN (Retd.) Independent Director andnon-availability of adequate Independent Directors on to the Board of the Company theAudit Committee could not be reconstituted since from 09 Mar 2021.

For further details please refer the ‘Reporton Corporate Governance'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 yourDirectors hereby confirm that:

(a) In the preparation of the annual accounts for the year ended 31 March 2021 theapplicable accounting standards read with requirements set out under Schedule III to theCompanies Act 2013 had been followed and there are no material departures from the same;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31 March 2021 and of the profitof your Company for the year ended on that date;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;

(d) The Directors had prepared the Annual Accounts on a ‘going concern' basis;

(e) The Directors had laid down internal financial controls to be followed by yourCompany and such internal financial controls are adequate and were operating effectively;and

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all the applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

The Comptroller & Auditor General of India have under Section 139(5) of theCompanies Act 2013 appointed M/s. Mookherjee Biswas & Pathak. CharteredAccountants Kolkata as the Statutory Auditors of your Company for the financial year2020-21.

The Comments of the C&AG u/s 143(6) of the Companies Act 2013 on the FinancialStatements of the Company for financial year 2020-21 form part of this Report.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 and the Companies (Cost Record andAudit) Rules 2014 the Board of Directors of your Company has appointed M/s. Mou Banerjee& Co. Cost Accountants Kolkata as the Cost Auditors of your Company for thefinancial year 2020-21 to conduct audit of cost records maintained by your Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 your Board appointed M/s. VinodKothari & Co. Practicing Company Secretaries to conduct Secretarial Audit of theCompany for the FY 2020-21. The Secretarial Audit Report of M/s. Vinod Kothari & Co.is placed at Appendix - "C" to this Report. The Secretarial Audit Reporthas no adverse remarks. However the Secretarial Auditor observed that the Company did nothave requisite number of Independent Directors including Woman Independent Director forthe period 21st July 2020 to 31st March 2021. The SecretarialAuditor also observed that the Audit Committee and HR Nomination and RemunerationCommittee was not constituted due to inadequate number of Independent Directors in theBoard of the Company for the period 09th March 2021 to 31st March2021.

The Company being a Government Company under the administrative control of the Ministryof Defence the appointment/nomination of Directors (including Independent Directors andWoman Director) are made by the Government of India through Presidential Order as per theGovernment guidelines. The Company on several occasions has requested to the Ministry ofDefence (MoD) Government of India for appointment of requisite number of IndependentDirectors on the Board. The appointment/ nomination order from the Government is awaited.

The other observations and clarifications made by the Secretarial Auditor in theirSecretarial Audit Report are self-explanatory.

Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019 dated February 8 2019 theCompany has obtained an Annual Secretarial Compliance Report for the year 2020-21 from M/sVinod Kothari & Co. Practicing Company Secretary confirming compliance of SEBIRegulations/Circulars/Guidelines issued thereunder and applicable to the Company and thesaid report has filed with the National Stock Exchange of India Limited and BSE Ltd. Thereare no adverse remarks in the said report.

INTERNAL AUDITOR

The Board of your Company has appointed M/s. V Singhi & Associate CharteredAccountants to conduct Internal Audit for the financial year 2020-21.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 OF THE COMPANIES ACT 2013

Nil

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review your Company did not enter into anycontract/arrangement/transaction with related parties in pursuance of section 188 of theCompanies Act 2013 and the rules framed thereunder and Regulation 23 of the SEBI ListingRegulations. Your Directors draw attention of the Members to Note 33 to the financialstatements which sets out related party disclosures as per Indian Accounting Standard 24.The Form AOC-2 on details of related party transactions has been attached as Appendix -"D" to this Report as required under section 134(3)(h) of the CompaniesAct 2013. The Company has a Policy on Related Party Transactions which can be accessedat the following link: http://www.grse.in/images/pdf/Policv-for-Related-Partv-Transactions--GRSE.pdf

PARTICULARS OF LOAN GUARNATEES OR INVESTMENTS

During the year under Report your Company has not:

(a) given any loan to any person or other body corporate;

(b) given any guarantee or provided security in connection with a loan to any otherbody corporate or person; nor

(c) acquired by way of subscription purchase or otherwise the securities of any otherbody corporate as prescribed under Section 186 of the Companies Act 2013.

VIGIL MECHANISM

As a part of its vigil mechanism your Company has adopted a Whistle Blower Policy toprovide appropriate avenues to the employees of your Company to report to the managementinstances of unethical behaviour actual or suspected fraud or violation of your Company'sCode of Conduct. As per the Whistle Blower Policy a whistle blower can send writtencommunications to the Chairman & Managing Director of your Company (or any person towhom he has delegated his power). Alternatively the whistle blower may send suchProtected Disclosure directly to the Chairman Audit Committee. Once a ProtectedDisclosure is received a Screening Committee comprising the Chairman & ManagingDirector of your Company a Functional Director as nominated by C&MD and the ChairmanAudit Committee will be constituted to investigate into the matter. All employees areencouraged to use this whistle blowing mechanism and voice their concerns to theManagement. Further all employees have been given access to the Chairman AuditCommittee. The Whistle Blower Policy can be accessed on your Company's website athttp://www.grse.in/ pdf/investors/Whistle%20Blower%20Policy.pdf

ANNUAL RETURN

In accordance with the Companies Act 2013 the Annual Returns in the prescribed formatwill be available on your Company's website at http://www.grse.in/index.php/investors-corner/annual-returns.html

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report as required under the SEBI ListingRegulations and the DPE Guidelines on Corporate Governance for CPSEs forms part of thisAnnual Report.

CORPORATE SOCIAL RESPONSIBILITY

CSR lies at the core of GRSE's Corporate philosophy and its spirit of sharing andcaring is reflected in the various CSR initiatives which are instrumental in touching andlighting up the lives of thousands of people specifically the marginalized segmentresiding in the vicinity of the production Units.

The GRSE CSR Policy was amended in accordance with the Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021 issued by Ministry of Corporate Affairs (MCA)vide Gazette notification no. G.S.R.40 (E) dated 22 Jan 2021. The revised GRSE CSR Policywas promulgated on 29 March 2021 and can be accessed at the website of the company athttp://www.grse.in/images/pdf/GRSE-Corporate- Social-Responsibility-CSR-Policy.pdf

The focus areas of Company's CSR initiatives include Health care Nutrition EducationSkill development Infrastructure development of educational institutes Cleanlinesscampaigns under Swachh Bharat Mission Sanitation and Hygiene mainstreaming differentlyabled persons and improving the quality of life of the marginalized segment. Howeverkeeping in view the spread of COVID-19 in India its declaration as a pandemic by theWorld Health Organization (WHO) and the decision of the Government of India to treat thisas a notified disaster MCA circulated order to clarify that CSR funds can be used towardspromoting preventive care healthcare infrastructure and disaster management. Providingproverbial light at the end of the tunnel when COVID-19 enveloped the country GRSEembarked on noble ventures of Covid prevention initiatives and other healthcare facilitiesfor the marginalized segment of population residing in the vicinity of the factorypremises as well as for mainstreaming the differently abled and holistic development ofunderprivileged tribal children including provisioning of nutritional supplementsespecially when this segment is hard hit by the pandemic. The Annual report on CSRprojects/ activities undertaken in FY 2020-21 has been appended as Appendix- E.

RISK MANAGEMENT

Pursuant to the Regulation 21 of SEBI (LODR) Regulations 2015 the Company hasconstituted a Risk Management Committee. The details of the Committee and its terms ofreference Risk Management Policy etc. are set out in the Corporate Governance Report anda detailed note on Risk Management is provided in the Management Discussion and AnalysisReport which forms part of this report.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (SEBI) has mandated inclusion of BusinessResponsibility Report ("BR Report") as part of the Annual Report for the top1000 listed entities based on market capitalisation. Regulation 34(2)(f) of SEBI (LODR)Regulations stipulates that the annual report shall include a Business ResponsibilityReport describing the initiatives taken by the listed entity from an environmental socialand governance perspective in the format specified. Accordingly the BusinessResponsibility Report for the year 2020-21 has been drawn up and appended to this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference tofinancial statements. A detailed note on Internal Financial Controls is provided in theManagement Discussions and Analysis Report which forms part of this report.

CONSERVATION OF ENERGY TECHNOLGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company being a Government Company engaged in producing defence platforms thedisclosure of information with respect to conservation of energy technology absorptionforeign exchange earnings and outgo under the provisions of Section 134(3)(m) read withRule 8(3) of the Companies (Accounts) Rules 2014 is not required as the Ministry ofCorporate Affairs vide Notification GSR No.680 (E) dated 04 Sept 2015 has grantedexemption to Defence Public Sector Undertakings.

IMPLEMENTATION OF RTI ACT

In consonance with the provisions of the Right to Information Act 2005 (the RTI Act)your Company has well-defined mechanism in place to address the provisions of the RTI Act.

RTI matters are being executed as per the provisions of the Right to Information Act2005 and Rules therein. During the year 2020-21 a total of 112 no. RTI requests throughonline/offline mode were received while opening balance from previous year was 2. A totalof 104 no. RTI applications were replied to during the year and 2 no. RTI Applicationswere transferred to concerned Department of Govt. of India and remaining 8 no. RTIapplications were taken as 'carried forward' to the year 2021-22. In case of RTI FirstAppeals 10 no. RTI First Appeals were received during 2020-21 through online/ offlinemode and no First Appeal was carried forward as 'opening balance' from previous year. Atotal of 10 no. RTI First Appeals were decided and replied to. The Quarterly Returns arebeing uploaded on the CIC's website as well as on the DoPT website. Proactive Disclosuresof Information were updated on the website of GRSE under RTI Link as directed by CIC. Incompliance of the provision of section 26 of the RTI Act 2005 In-house AwarenessProgramme on RTI Act was conducted during the year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

In pursuance of Section 4 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act. 2013 the Internal Committee was reconstituted on 18 Aug2017 with an external member who is a person familiar with the issues relating to sexualharassment.

In accordance with Section 21 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and rules framed thereunder thefollowing details are submitted:

(i) Number of complaints of sexual harassment received during the year: Nil

(ii) Number of complaints disposed off during the year: One

(iii) Number of complaints pending for more than ninety days: Nil

(iv) Number of workshops or awareness programme against sexual harassment carried out: One

(v) Number of meetings of Internal Committee conducted during the year - Three

PUBLIC GRIEVANCES

In order to facilitate resolution of grievances in a transparent and time bound mannerthe Department of Administrative Reforms & Public Grievances Ministry of PersonnelPublic Grievance & Pensions Government of India has initiated a web-based monitoringsystem at www.pgportal.gov.in (PG Portal).

Your Company is committed to the resolution of public grievances in an efficient andtime bound manner. Upon receipt of Public Grievances the matters are being resolved byexamination of facts of each case with due diligence by the concerned departments. Duringthe year under review a total of 18 no. Public Grievances through online/offline modewere received and no grievance was brought forward as opening balance from previous year.A total of 17 no. of Public Grievances were resolved. 1 no. grievance carried forward tothe year 2021-22 and was resolved on 03.04.2021. Details of the

Grievance Committee have been uploaded on the Company's website with provision of alink to the PG Portal to enable the citizens to file grievances online.

VIGILANCE ACTIVITIES

The main thrust of the Vigilance Department is to ensure transparency fairness &probity in all spheres of activities of the Company. Towards this focus of the departmentwas on both punitive & preventive vigilance. During the year many spheres ofactivities were taken up and various processes were carefully observed analysed andscrutinised to ensure that the systems of checks & balances are working as per therequired parameters. In certain cases the management was advised for systemicimprovements. Apart from the above the following activities were also carried out by theVigilance Department during the year:

(a) Investigations were conducted on complaints received from various sources andappropriate actions were taken.

(b) As a preventive measure regular & surprise inspections and verification offiles were carried out.

(c) Suggestions for system improvements have been made to the management forimplementation.

(d) As per the directives of CVC training to officers on Preventive Vigilance has beenstarted from Nov 2020. The 2 day Training Programme is conducted for 20 officers eachmonth.

(e) Annual Property Returns filed by the officers were scrutinized. Vigilance status ofofficers was assessed at various stages. Identified Sensitive Posts in the Company &actions initiated in a phased manner for rotation of officers. The implementation ofactionable points is being monitored through quarterly reports and submitted to MoDinforming the status of action taken.

(f) Inter Organisation Auditing was taken up amongst DPSUs as per MOD directives.

(g) Agreed List was also drawn up with the CBI and close liaison was maintained withthe CBI.

(h) The Company observed Vigilance Awareness Week during 27 Oct - 02 Nov 2020 andcarried outreach activities for employees and their families

(i) Meetings with C&MD were held at regular intervals to apprise the status ofvigilance cases.

INTEGRITY PACT

One of the initiatives of the Central Vigilance Commission (CVC) to eradicatecorruption in procurement activity is the purpose for introduction of Integrity Pact inlarge value contracts. In line with the directives from Ministry of Defence and the CVCyour Company has adopted Integrity Pact with all vendors/suppliers/contractors/serviceproviders for all Orders/Contracts of value Rs.2 crore and above.

The Integrity Pact essentially envisages an agreement between the prospectivevendors/bidders and the principal (GRSE) committing the persons/officials of both sidesnot to resort to any corrupt practices in any aspect/stage of the contract. Only thosevendors/bidders who commit themselves to such a Pact with the principal would beconsidered competent to participate in the bidding process. Integrity Pact in respect ofa particular contract would be operative from the stage of invitation of bids till thefinal completion of the contract. Any

violation of the same would entail disqualification of the bidders and exclusion fromfuture business dealings.

As recommended by the CVC the Company has appointed Shri Girish Shankar IAS (Retd.)and Shri R Kuppan IRSME (Retd.) as Independent External Monitors (IEMs) for monitoringimplementation of Integrity Pact in the Company. During the Financial Year 2020-21 theIEMs monitored 224 contracts and held structured meetings with the Chairman & ManagingDirector.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

(a) Detailed reasons for any voluntary revision of financial statement or Board'sReport in the relevant financial year in which the revision is made.

(b) Details relating to deposits covered under Chapter V of the Companies Act 2013.

(c) Issue of equity shares with differential rights as to dividend voting orotherwise.

(d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and future operations of your Company.

ACKNOWLEDGEMENTS

Your Directors express their deep appreciation and place on record their gratitude tothe Department of Defence Production and other Departments in the Ministry of Defence fortheir continued support assistance and guidance. The Directors also express their sincerethanks to the Government of India and also to the Governments of West Bengal Jharkhandand various other States for their continued co-operation and valuable support. YourDirectors are particularly grateful to the Indian Navy and Indian Coast GuardHeadquarters Ministry of Home Affairs Ordnance Factory Board Kolkata Port Trust PublicWorks Departments of various State Governments Police Department of West Bengal &Kolkata and other valued customers as well as business associates for the confidencereposed by them in your Company. We will fail in our duty if we do not acknowledge thecooperation and positive approach of the Warships Production Superintendent and hisdedicated team under whose watchful eyes our ships are being built. Also we thank allclassification societies in particular IRS & ABS who have ensured quality andadherence to the required standards.

The Directors acknowledge with thanks the valuable advice rendered by and co-operationreceived from the Comptroller and Auditor General of India the Principal Director ofCommercial Audit Exofficio Member of the Audit Board Bengaluru Principal Controller ofDefence Accounts (Navy) Mumbai Controller of Defence Accounts (Navy) Kolkata Registrarof Companies the Department of Public Enterprises the Securities Exchange Board ofIndia the National Stock Exchange of India Limited and BSE Limited.

The Directors wish to place on record their appreciation to its Statutory CostInternal and Secretarial Auditors Company's Bankers Trade Unions and all Officers andEmployees at various levels of the organisation for their hard work dedication andcommitment. The enthusiasm and unstinted efforts of the employees have enabled yourCompany to remain at the forefront of the industry despite increased competition fromseveral existing and new players.

For and on behalf of the Board of Directors
Sd/-
(V K Saxena)
Rear Admiral IN (Retd.)
Kolkata Chairman & Managing Director
Dated: 26 July 2021 DIN: 07696782

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