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Garden Reach Shipbuilders & Engineers Ltd.

BSE: 542011 Sector: Others
NSE: GRSE ISIN Code: INE382Z01011
BSE 00:00 | 14 May 177.75 -6.95
(-3.76%)
OPEN

186.15

HIGH

190.00

LOW

177.40

NSE 00:00 | 14 May 177.90 -6.75
(-3.66%)
OPEN

186.20

HIGH

187.75

LOW

177.40

OPEN 186.15
PREVIOUS CLOSE 184.70
VOLUME 33645
52-Week high 243.20
52-Week low 132.50
P/E 12.17
Mkt Cap.(Rs cr) 2,036
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 186.15
CLOSE 184.70
VOLUME 33645
52-Week high 243.20
52-Week low 132.50
P/E 12.17
Mkt Cap.(Rs cr) 2,036
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 yourCompany for the financial year 2019-20 together with the Audited Financial Statements forthe year ended 31 March 2020.

FINANCIAL PERFORMANCE

The performance of your Company continued to be good during thefinancial year 2019-20. The turnover for the year was Rs 1424.70 crore as against Rs1378.77 crore in the financial year 2018-19. The profit before tax was Rs 223.87 crore asagainst Rs 178.96 crore in the previous year registering a growth of 25.10%. The netprofit was Rs 163.48 crore as compared to Rs 109.94 crore for the previous year achievingan improvement of 48.70%.

The summarized operating results for the financial years 2019-20 and2018-19 are given below:

(Rs in crore)

Particulars 2019-20 2018-19
Value of Production 1424.70 1378.77
Total Revenue from Operation 1433.30 1386.42
Profit Before Depreciation Interest and Tax 255.29 211.15
Finance Cost 1.34 1.96
Finance Cost due to discounting - 3.15
Depreciation 30.09 27.08
Profit Before Exceptional Items & Tax 234.48 181.16
Exceptional Item (10.61) (2.20)
Profit Before Tax 223.87 178.96
Provision for Tax 60.39 69.02
Profit After Tax 163.48 109.94
Other Comprehensive Income (Net of Tax) (11.86) (6.37)
Total Comprehensive Income 151.62 103.57

The financial position of your Company as on 31 Mar 2020 and 31 Mar2019 is shown below:

Particular As on 31 Mar 20 As on 31 Mar 19
Capital Employed 1040.23 1038.31
Gross Block 430.81 399.59
Net Block 303.69 302.25
Working Capital 561.00 684.76
Net Worth 1040.23 1038.31
Value Added 455.78 442.17
Value of Production 1424.70 1378.77
Profit Before Exceptional Items & Tax 234.48 181.16
Exceptional Item (10.61) (2.20)
Profit Before Tax 223.87 178.96
Ratios: (%)

 

Particular As on 31 Mar 20 As on 31 Mar 19
Profit before interest and tax : Capital Employed (%) 21.65 17.73
Profit after tax : Net Worth (%) 15.72 10.59
Gross Profit : Capital Employed 21.52 17.24
Profit Before Tax : Value of Production 15.72 12.98
Value of Production : Capital Employed 136.96 132.79
Sundry Debtors : Value of Production 37.57 15.94

Value of Production

During the financial year under review your Company achieved Value ofProduction (‘VoP') of Rs 1424.70 crore as against Rs 1378.77 crore during theprevious year. The comparative VoP for the three Divisions are as follows:

Year Ship Division Engineering Division Engine Division Total
2019-20 1345.31 35.28 44.11 1424.70
2018-19 1337.66 40.64 0.47 1378.77

Net Worth

During the year under review your Company reported Net Worth of Rs1040.23 crore as at 31 Mar 2020 against Rs 1038.31 crore as reported at 31 Mar 2019.

Value Addition

The Value Added during the financial year under review was Rs 455.78crore as against Rs 442.17 crore during the previous year. The Value Added per Employeewas Rs 23.07 lakh as compared to Rs 21.06 lakh during the previous year.

Appropriations

Considering the financial performance of your Company in the year2019-20 the Directors are pleased to recommend the following appropriations from thedisposable surplus:

Profit After Tax 163.48
Other Comprehensive income for the year Net of Tax (11.86)
Total Comprehensive income for the period 151.62
Less:
Dividend of FY 2018-19 on the Paid-up Capital 58.42
Dividend Distribution Tax 12.00
Interim Dividend of FY 2019-20 65.75
Interim Dividend Distribution Tax 13.52
Balance retained in Statement of Profit & Loss 1.93

Contribution to Exchequer

Your Company has made a contribution of Rs 42.86 crore to the NationalExchequer during the financial year 2019-20 by way of Income Tax Dividend DistributionTax and GST.

Contribution to DIO/iDEX

The Company had received a letter from Deptt. of Defence ProductionMinistry of Defence in Nov 2018 for making an initial contribution of Rs 10 crore toDefence Innovation Organisation (DIO). Accordingly the Board approved a contribution ofRs 356.35 lakh which was 5% of average net profits for the three immediately precedingfinancial years for payment to DIO during FY 2019-20 and the balance portion ofcontribution of Rs 643.65 lakh to be made on the basis of profitability of the Company inforthcoming years.

The contribution of Rs 356.35 lakh has been made during the FinancialYear 2019-20 in terms of Board approval. Further the Ministry of Defence has also beenrequested for allowing the Company to make the balance contribution of Rs 643.65 lakh intranches based on the affordability of the Company.

Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the top fivehundred listed entities shall formulate a Dividend Distribution Policy. Accordingly theBoard of Directors of the Company has formulated a Dividend Distribution Policy keeping inview the provisions of SEBI (LODR) Regulations the Companies Act 2013 and Guidelinesissued by the Department of Public Enterprises (DPE) and the Department of Investment andPublic Asset Management (DIPAM). The Policy is available on the Company's website at http://www.grse.in/pdf/investors/GRSE%20-%20Dividend%20Distribution%20 Policy.pdf. However your Companyis declaring dividend as stipulated by Government of India.

Pursuant to the approval of the Board of Directors on 19 Mar 2020 yourCompany paid an interim dividend of Rs 5.74/- per equity share of face value of Rs 10/-each to Shareholders who were on the register of members as on 27 Mar 2020 being therecord date fixed for this purpose. Thereafter the Board at its meeting held on 06 June2020 has recommended a dividend of Rs 1.40/- per equity share of face value of Rs 10/-each for the financial year 2019-20. Thus the total dividend for the financial year2019-20 if approved by the Shareholders would be Rs 7.14/- per equity share.

Goliath Crane Incident

The shipbuilding infrastructure at Main Works Unit of GRSE wasmodernized and commissioned during 2013 at a cost of Rs 605.85 crore. The modernizedfacilities have enabled GRSE to adopt the modern Rs Integrated ConstructionMethodology' wherein large hull blocks could be constructed with significantpre-outfitting at the hull fabrication stage.

On 17 Apr 2018 a Rs Near Cyclonic Storm' hit Kolkata and theentire structure of the 250 Tonne Goliath Crane collapsed resulting in damage to theModule Hall New Dry Dock Inclined Berth and a part of the Stores Complex located in theMain Works Unit of the Shipyard. Based on assessment of Insurance Surveyors InsuranceCompany M/s Reliance General Insurance Company Ltd. has settled the claim at Rs 112.69crore admitting a claim for Rs 96.78 crore against Book Value of Assets of Rs 107.39crore. Loss on Insurance Claim for Rs 10.61 crore has been booked in Statement of Accountsunder the head “Exceptional Items”.

The admitted claim amount of Rs 112.69 crore has been received from theInsurer in June 2020.

The damaged Module Hall was built from the funds allocated by IndianNavy and this asset was not appearing in Company Books. Your Company being custodian ofthis asset had taken insurance coverage for the same. Surveyors had admitted a claim ofRs 15.90 crore for the damage to this asset out of total amount of settlement of Rs 112.68crore. The tendering process for repairs to Module Hall is underway.

Impact of Rs COVID-19'

Consequent to the lockdown restrictions imposed by Central and StateGovernments due to the Covid-19 pandemic your Company implemented a complete lockdownand Work from Home 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 in order to compliance of Social Distancingnorms & COVID Protocols.

Due to the complete and compulsive cessation of all productionactivities many important milestones planned to be performed/ completed during thisperiod could not be fructified.

The COVID-19 has mostly impacted the physical performance of theCompany. However during the lockdown period the Company continued with its designplanning and commercial activities with truncated manpower are as required basis with thecomplete Rs Essential Services Organisation' being fully functional.

The Company is executing projects having long construction period andmitigation plan have been formulated to arrest the delays on physical performance duringthe lockdown period.

The financial implications on the business operations due to COVID-19lockdown are yet to be ascertained due to the unpredictable situation prevailing.

Impact of Cyclone Rs Amphan'

The Super Cyclone Rs Amphan' struck Kolkata on 20 May 2020 PM andhas caused severe devastation in several areas/ parts of Kolkata. The survey action by theInsurer has been done and shipyard is in the process of submitting the claim to theInsurance Company. The expected quantum of loss/ damage caused by the Rs Amphan' tothe assets of the shipyard is around Rs 10 crore which was covered by insurance. There isno significant impact on the production / operation due to the impact of cyclone.

MOU RATING

Your Company has been rated “Excellent” as per MoURating for FY 2018-19 by the Department of Public Enterprises. The Company achievedExcellent Ratings for MoU 201718 and 2018-19 with a score of 93.08 and 92.72 out of 100respectively. Further on the basis of actual achievements vis-a-vis parameters laid downin the MoU signed with the Government of India for the year 2019-20 your Company ishopeful to be rated “Excellent” for its performance during 2019-20.

PERFORMANCE OF THE COMPANY DURING THE YEAR A. SHIPBUILDING ShipProduction & Delivery

Deliveries of Ships: Your Company has delivered following four (4)ships to the Indian Navy / Indian Coast Guard during the financial year 2019-20.

Ship Yard Delivery
1 ICGS Annie Besant (2nd FPV) 2114 05 Nov 19
2 ICGS Amrit Kaur (3rd FPV) 2115 19 Nov 19
3 L-57 (7th Landing Craft Utility) 2098 11 Dec 19
4 INS KAVARATTI (4th ASWC) 3020 18 Feb 20

During the year under review your Company has achieved a milestone bycompleting the ASWC Project by delivering the last ship of Rs Kamorta' Class on 18Feb 2020 in the august presence of Cmde DK Goswami CEO/HQENC at GRSE.

First ship of five FPV class constructed by your Company “ICGSPriyadarshini” was commissioned by Addl. Director General K R Nautiyal PTM TMCGC(ES) in presence of Inspector General S Paramesh PTM TM COMCG(East) at Kakinada on27 Apr 2019. The 2nd and 3rd ships of 05 ship of FPV projectconstructed by your Company “ICGS Annie Besant” and “ICGS Amrit Kaur”were commissioned together by Dr. Ajay Kumar Defence Secretary Government of India atKolkata on 12 Jan 2020 in presence of Director General K Natarajan PTM TM DirectorGeneral of Indian Coast Guard at Kolkata.

The 6th in the series of eight LCU Class ships “IN LCUL-56” constructed by your Company was commissioned by Vice Admiral Atul Kumar JainFlag Officer Commanding- in-Chief (FOC-in-C) Eastern Naval Command at Visakhapatnam on29 Jul 2019.

The entire design of these LCU Class Mark-IV ships has been developedin-house by your Company as per the requirements specified by the Indian Navy. These shipsboast of over 90% indigenous content proving once again your Company's commitmenttowards successful implementation of Rs Make in India' initiative of the Governmentof India.

Launching of ships

The last ship of the 05 Fast Patrol Vessel (FPV) project Rs KanaklataBarua Yard 2117 was launched by Smt. Veena Ajay Kumar in the august presence of Dr.Ajay Kumar Defence Secretary Government of India on 10 Aug 2019 with the pre-launchprogress of more than 56% the highest percentage progress at pre-launch stage everachieved at your Company.

The ship was delivered to the Indian Coast Guard on 09 Jun 2020. Theship was originally scheduled to be delivered to the Indian Coast Guard on 26 Mar 2020.

Keel Laying

Keel of the following ships were laid during the FY 2019-20:

Project Yard Date
1 SURVEY VESSEL (L) 3025 08 Nov 19
2 P-17A 3023 24 Jan 20

Keel of the 2nd P-17A ship (Yard 3023) was laid on 24 Jan 20by VAdm G Ashok Kumar AVSM VSM Vice Chief of the Naval Staff. Keel of first SurveyVessel (Large) was laid on 08 Nov 2019 by VAdm Ajay Kumar Saxena AVSM VSM Controller ofWarship Production & Acquisition Indian Navy.

Start Production

Start Production of the 2nd ship of the Survey Vessel(Large) project (Yard 3026) commenced on 29 Nov 2019 and start of the production of the 3rdi.e. the last Frigate of the P-17A Project is scheduled to commence in Aug 2020. These arecredible achievements during the FY 2019-20.

Contracts Signed

The contract of Anti-Submarine Warfare Shallow Water Craft (ASW SWC)Project of 08 ships was signed on 29 Apr 2019 and this project was won by your companythrough competitive bidding which signifies the capability and confidence of your Companyto win such major contracts.

Major Projects Near Delivery

Details of Projects near delivery are given below:

Sl. No. Ship Yard Status
1 5th FPV 2117 The ship was fully ready and scheduled for delivery on 26 Mar 2020. The delivery has been delayed due to the lockdown owing to COVID 19.
2 4th FPV 2116 Ship completed her CST in Feb 20. Delivery delayed as the ship is now earmarked to be exported to a friendly foreign country. The delivery formality is expected post improvements in COVID 19 situation.
3 8th LCU 2099 BT/CST delayed to Aug 20 and Delivery is planned by Oct 20. Delivery schedule impacted due to COVID-19 Pandemic

B. ENGINEERING DIVISION

The Value of Production achieved by the Engineering Division during thefinancial year 2019-20 amounted to Rs 35.28 crore.

Portable Steel Bridge Unit

The Value of Production achieved by the Bailey Bridge Unit during thefinancial year 2019-20 amounted to Rs 26.20 crore [consisting of forty-two (42) Bridgeswith combined 3998 MT] as against Rs 25 crore [consisting of thirty-five (35) Bridges withcombined 3250 MT] during the previous year 2018-19.

It is pertinent to mention that there has been a major increase incompetition in the field of Portable Steel bridges and suppliers of Bailey type Bridgesregistered with CQA (EE) is now around eighteen (18) Nos. as against five (5) Nos. twoyears back.

During 2019-20 your Company exported one Bridge to Nepal and anotherto Bhutan.

To meet the latest requirements of prospective customers the followingR&D initiatives were under taken:

(a) Indigenous development of Cable Gripper used in Suspension Bridges.

(b) Development and successful trials of 30 feet span of PortablePedestrian Bridge (Assault Bridge) made of light weight composite material.

(c) Development and successful trials of 140 feet Double Lane ModularSteel Bridge using 7 feet panel.

The major achievements of the Portable Steel Bridge Unit during FY2019-20 are as follows:

(a) The Portable Steel Bridge manufacturing facility at DEP/ Ranchi hasreceived CQAE (EE) registration certificate.

(b) The Unit supplied & erected one number (01) 140 feet extra wide70R Bailey Bridge to Kolkata Metropolitan Development Authority (KMDA) at Salt Lake TownKolkata within a record time of 12 days.

Deck Machinery and Naval Pumps Unit

The Taratala Unit of your Company is engaged in manufacturing andsupply of various Deck Machinery equipment comprising of Anchor Capstan Anchor WindlassMooring Capstan Dock Capstan General Purpose Davits Ammunition Davit/ Rocket LauncherDavit Electric Boat Davits Electro-Hydraulic Boat Davits Survey Motor Boat DavitsHydrographic Davits Oceanographic Winch Anchor cum General Purpose Winches for beachingoperations Helo traversing system (both Rail based and Rail Less type) & varioustypes of Naval Pumps consisting of marine fresh water and sea water pumps of differentdischarge and capacity based on application.

During FY 2019-20 a total of thirty-one (31) Nos. of different DeckMachinery equipment and pumps have been supplied to various new construction yards as wellas to operational ships of Indian Navy and Indian Coast Guards. The Ground SupportEquipment of Rail Less Helicopter Traversing System for Advance Light Helicopter (ALH) hasbeen indigenously designed and manufactured for use on board Indian Navy and Indian CoastGuard ships.

With this the Value of Production of the Deck Machinery and Naval PumpUnit for the financial year was Rs 9.12 crore.

C. ENGINE DIVISION

During the year under review your Company has delivered three (3) MTUengines after overhauling and testing. The Division has also successfully completedSetting to Work and Commissioning of main engines and controls of Yard 2114 to Yard 2117(04 Ships) FPV warships of Indian Coast Guard.

The DEP Ranchi unit has achieved Value of Production of Rs 44.11 croreduring the financial year 2019-20 against Rs 0.47 crore in the financial year 2018-19.

ORDER BOOK POSITION

The total order book position of your Company for the three (3)divisions as on 31 Mar 2020 is as follows:

DIVISION / DEPTS Closing order Value as on 31 Mar 2020
A Ship Division
Ship (including B&D Spares) 26280.76
B Engineering Division
Bailey Bridge 29 95
Deck Machinery & Pump 50 20
Total Engineering Division 80.15
C Engine Division 183.46
Total (A+B+C) 26544.37

The details of ships under construction in your Company as on 31 Mar2020 is as follows:

Project / Vessel Type Outstanding Ships as on 31 Mar 2020
Landing Craft Utility (LCUs) 01
Fast Patrol Vessel 02*
Project P-17A 03
Survey Vessel (Large) 04
ASW-SWC 08
Total 18

*5th FPV-Kanaklata Barua delivered on 09 Jun 2020

NEW INITIATIVES

(a) In order to explore manufacture of propulsion waterjets in Indiawith high level of Indigenous Content an MoU was signed between GRSE and M/S KongsbergSweden. This MOU will help the parties continue with discussions to evaluate thecontributions and benefits for various activities.

(b) Your Company has signed an MoU with M/s Bridge Engineering Research& Design (BERD) Matosinhos Portugal to explore and identify synergies andpartnerships to approach the bridge market with new design bridges in India and friendlyneighbouring countries. GRSE and BERD co-operation offers more and diverse products ofModular Steel Bridges to the markets.

MAKE IN INDIA INITIATIVES

Your Company has implemented the “Make in India andIndigenisation” Policy whereby indigenous vendors are encouraged to quote withmaximum indigenisation content through Licensed production with collaboration Licensedproduction by way of Transfer of Technology (ToT) Coproduction Assembling Design andManufacture in India with ToT. Your Company has developed in-house capabilities to design& build most modern warships in the country. Of these ships the ongoing ASW Corvettesand LCUs have about 90% indigenous content which is a major step towards achievingself-reliance in state-of-the-art warship design and construction.

EXPORT INITIATIVES

GRSE is the first Indian shipyard to export a warship an OffshorePatrol Vessel to Mauritius in 2014. Thereafter GRSE has taken initiatives to export Navalships to the friendly foreign countries and has identified SAARC ASEAN African &Latin American countries and particularly countries such as Seychelles BangladeshVietnam Phillipines Myanmar Guyana Mauritius etc. as areas of focus.

GRSE has also adopted a strategy of engaging with the authorities ofthe target market countries for export of its products. The company is also regularlysupplying considerable amount of Bailey Bridges and its components to the neighbouringcountries such as Nepal & Bhutan. Efforts are on further to enhance the export ofBailey Bridges & their components to other friendly foreign countries as well.

CREATION AND RENOVATION OF INFRASTRUCTURE

Company has been continuously modernising its infrastructure to be intune with the changing needs of the technology/products. During the year 2019-20 thecompany has spent Rs 5189 lakh 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) Upgradation of Engineering Complex: Engineering Complexconsisting of five bays has been upgraded/ revamped for better work environment at a costof Rs 684.23 lakh

(b) Restoration of FAC Store at Main Unit: The FAC Storeincluding one EOT crane which was damaged due to collapsed 250-ton goliath crane in 2018has been restored and functioning fully since Jan 2020.

(c) Renovation of Ship Building Shop (SBS) and Plate PreparationShop (PPS) at Main Unit: Both SBS and PPS shops has been renovated with replacement ofasbestos roof sheet to metal sheet and other civil & structural jobs for betterinternal environment.

(d) Modernisation of Raja Bagan Dockyard (RBD): Raja BaganDockyard facility spread across over 31.5 acre of area has a good scope for augmentation/improvements to its old marine infrastructures. As part of a modernisation plan of RBDfollowing major actions have been completed/initiated:-

(i) Dry Dock No.1 has been rejuvenated including development ofsurrounding areas.

(ii) Slipway-1 - Rejuvenation of the old slipway is underway.

(iii) Dock No. 3 (West Dock) is planned to be converted into a WetBasin. Towards this entire dock has been cleared to enable feasibility study by aconsultancy firm.

(iv) A new state of the art underwater CNC Plasma Plate Cutting Machinehas been installed and commissioned in Ship Building Shop.

(v) Construction of two nos. Block fabrication sheds of sizes 85mX27m& 50Mx25m is in progress and expected to be completed by Sept 2020. This will add upto Shipyards' Block fabrication capacity.

On completion of the above modernization project by 2023 theshipbuilding construction capacity of GRSE will increase from 20 to 24 ships.

(e) Your Company has a strong Design Department having a modern 3DVirtual Reality Lab. Both SVL & ASW (SWC) projects are being built using inhousedesign by our Design Department. This will give further boost to your Company designcapability.

FUTURE OUTLOOK

A strong order book for construction of 15 warships concurrently forthe Indian Navy at this juncture holds exciting times ahead for the GRSE. Recent policyannouncement by the Raksha Mantri declaring 101 items in the negative list of imports overnext five years in defence segment provides huge opportunities to Indian Industry as partof larger objective of Atmanirbhar Bharat Abhiyan. The defence shipbuilding segmentcontinues to look promising on account of ambitious acquisition plan of Indian Navy andIndian Coast Guard which is quite encouraging for the Indian Shipbuilders and the entireecosystem. A number of RFPs for various shipbuilding projects have been floated by theMinistry of Defence during last one year and some more are expected to come out in thenear future. Further the Ministry of Defence plan to increase export of defence productsto 5 Billion USD by 2024 augurs well for all of us.

With all the policy initiatives taken by the Government of India in therecent times for encouraging & supporting Atmanirbharta the overall scenario forwarship building looks quite positive in coming years. However it requires buildingcapabilities and competencies to meet global standards. It's a good opportunity forthe company to become part of global value chain to meet our vision of becoming globalplayer in Shipbuilding.

Your Company's major future plans for steady business growth andstability are as follows:

(a) The Vision is to become a Global Player by increasing exportsfootprint by looking at the entire operations from the view point of cost delivery timequality & credibility. In this regard GRSE is actively pursuing all possibilities toengage Marketing Representatives to increase geo-strategic reach for exports to friendlycountries.

(b) Your Company believes that innovation in the production processescoupled with enhanced efficiency and optimum utilisation of resources is the key to reduceproduction costs. The Company intends to leverage its design engineering andmanufacturing capabilities to improve its procurement and production processes.

(c) Continuous endeavour towards assessment of tentative & likelyopportunities from the Indian Navy Indian Coast Guard Ministry of Home Affairs InlandWaterways Authority of India over next 05 Years.

(d) In Indian context the demand for warships by the Indian Navy andIndian Coast Guard has remained positive. Both these maritime forces have approved ashipbuilding programme spanning over 15 years under which they aspire to grow their fleetsizes by 200 ships each by end of this decade. Your Company is also targeting for ordersfrom the Indian Navy and Indian Coast Guard for AMC & Refits of GRSE built ships andhave plans to diversify to ship repair business verticals.

VENDOR DEVELOPMENT

Your Company has analysed the production activities identified coreand strategic operations and undertaken comprehensive mapping of activities to beoutsourced. Accordingly vendor development initiatives like organizing VendorMeet/participation in Vendor Fairs / Melas / Programs / Seminars / Conferences / Conclavesorganized by Cll FICCI MSME-DI BCCI NSIC FOSME other Defence Shipyards State /Central Governments Industry Defence Linkage etc. have been undertaken to inducttechnically competent and financially capable vendors from across the country foroutsourced jobs.

IMPETUS TO MICRO SMALL AND MEDIUM ENTERPRISES

Your Company has been providing increased thrust on enhancingprocurement from Micro Small and Medium Enterprises (MSMEs) and has implemented thePublic Procurement Policy for SMEs issued by the Ministry of MSMEs. Your Company extendstechnical guidance and requisite support to these industries wherever required. YourCompany is regularly conducting MSME Vendor Development programmes in association with CIIand MSME Ministry Government of West Bengal. Our quality control personnel visit theseindustries to assist and ensure that the quality of the products meet the requisitestandards.

During the financial year 2019-20 your Company procured items worth Rs226.71 crore from the SMEs which is 38% (approx.) of the total annual procurement value(considering exclusions as applicable for SMEs). List of items reserved for SMEsprocurement is available on your Company's website at: http://www.grse.in/msenotice website.pdf

Your Company has on-boarded on TReDS Platform and MSME“Sambandh” & MSME “Samadhaan” Portals complying with Governmentguidelines/ directives.

GOVERNMENT e-MARKETPLACE (GeM)

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

ERP & IT

The highlights in the area of ERP & IT are as follows:

(a) Cyber Security:- GRSE has well defined organisationalstructure for Cyber Security Management. Director (Personnel) is nominated as ChiefInformation Security Officer (CISO) for GRSE. At each Unit/ Department InformationSecurity Officers are nominated. Cyber Security Enhanced Awareness Training by CDAC tocyber security core group consisting of 20 personnel was conducted in Nov 2019. AIR-GAPimplementation across organization and ILL based internet LAN was implemented in GRSE (MW& FOJ Units).

(b) ERP-SAP:- GRSE has adopted a centralised approach to managecritical IT infrastructure on which all business processes are dependent. It includes ERPinfrastructure mail servers WAN LAN network security components Antivirus and patchmanagement. During the year 2019-20 organization wide ERP refresher training wasconducted for 250 SAP users towards improving the efficiency of the operations. FurtherERP/SAP core team has also been re-vitalized.

(c) PDM / PLM (Product Data Management / Product LifecycleManagement):- Implementation of AVEVA Marine based PDM & Siemens Team Centre basedPLM software is under implementation. Modular construction technology with the use of PDM/ PLM will improve efficiency and reduction of construction time of P17A ships.

(d) DMS (Document Management System):-

Manual files have been reduced substantially and approximately 70% ofthe organizational processes have been digitized.

HUMAN RESOURCE & ADMINISTRATION Manpower

The total Manpower strength under permanent roll of the Company as on31 Mar 2020 was 1973 including 467 Officers on regular roll 1 Officer and 21 Supervisorson Fixed Term contract and 4 tradesmen as Journeyman.

Statements showing the representation of SC/ ST/ Women etc. as on 31Dec 2019 as well as the total recruitment made during the period from Jan to Dec 2019 aregiven at Appendices “A & B” of this report.

Further in accordance with Ministry of Corporate Affairs Notificationdated 05 Jun 2015 Government Companies are exempted from the provisions of Section 197 ofthe Companies Act 2013 and its rules thereof.

Industrial Relations

Industrial Relations during the period under review across all Units ofthe Company including DEP Ranchi remained more or less peaceful.

The Union election was held through secret ballot method on 27 Jun 19and operatives posted in Main Yard 61 Park FOJ Taratala RBD TTC Belur and RegionalOffice-Delhi participated for electing the Sole Bargaining agent. This election wasconducted by the Office of Registrar of Trade Unions Govt. of West Bengal. In theelection GRSE Ltd. Workmen's Union has secured 59.14 % votes and emerged as Rs SoleBargaining Agent' for a period of 02 years w.e.f. 27 Jun 19. Management made allarrangements to ensure smooth conduct of the elections.

Human Resource Development

GRSE intends to nurture and develop a well-balanced workforce oftalented individuals who can contribute towards enhancing organization's growthtrajectory. Your Company has undertaken various initiatives to enhance the efficiency ofthe workforce in an atmosphere that encourages pursuit of individual excellence andcohesive teamwork.

The company has prepared and promulgated a comprehensive Training &Development Manual encompassing all necessary details on courses target groups traininginstitutions SOPs and formats related to training activities. A structured training needassessment exercise was conducted where Officers and Supervisors were given opportunity toself- assess the training requirement and prepare their Individual Development Plan (IDP)in consultation with their Reporting Officers. This will help employees reach short andlong term career goals as well as improve current job performance.

In FY 2019-20 your company has 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 4700 training man-days were achieved by organizing more than200 programs conducted in-house by inviting faculty/ trainers from reputed institutions aswell as deputing participants in courses/ seminars/ workshops/ conferences organized byexternal institutions/ training providers in India and abroad. A brief of the capabilitydevelopment programs conducted during FY 2019-20 for building technical & managerialcompetencies of the workforce is given below:

(a) Leadership Development Programmes: A batch of 30 Officers frommiddle management level who were identified from the Performance Potential Matrix (PPM)were sent to Indian Institute of Management Calcutta for a 6 days Leadership DevelopmentProgramme. Senior management executives were nominated for Masterclass for Directorsprogramme Advanced Leadership Programme with overseas learning module Workshop forsuccession planning for Board level positions etc. An outbound teambuilding residentialworkshop titled “Utkarsh” was organized for a batch of 25 high performing youngexecutives.

(b) Advanced Technical Training Programmes: GRSE executives wereimparted technical upgradation training conducted by reputed training providers in Indiaand abroad on topics like Advanced Welding NonDestructive Testing (NDT) HydraulicsAVEVA Marine design software Radiography Testing certification Liquid Penetrant Testing(Level-2) certification NACE CIP Level-1 certification Shock & Vibro acousticsCyber & Information Security HT/LT Motors Piping Engineering maintenance of CNCPlasma cutting machine etc.

(c) Managerial & Behavioural Competencies Development Programmes: Executiveswere nominated for various Management Development Programmes conducted by reputedinstitutions on topics relevant to present and future business requirements of thecompany. Few in-house programs on improving managerial effectiveness negotiation skillsinter-personal skills emotional intelligence were also organized. For nonexecutivesEmployee development programs for Organizational Excellence were organized in batches forwhich trainers from Dattopant Thengdi National Board for Workers Education andDevelopment Ministry of Labour Govt. of India and other experts were invited by thecompany.

(d) Functional Development Programmes: Workshops on variousfunctional areas like Contract management QMS Management of Discipline Corporate RiskManagement Project Management MS Project HR related issues Labour Laws Reservationmatters etc were conducted.

(e) Training Programmes on Emerging Topics: In order to keepabreast with latest technological development and management concepts executives weretrained on Business analytics People analytics Supply chain analytics design thinkingIdeation process Artificial Intelligence & machine Learning Internet of Things(IOT) Industry 4.0 etc.

(f ) Introduction of E-learning: Your Company has introduced astructured e-learning scheme for all categories of employees. A Standard OperatingProcedure (SOP) for undertaking web based courses conducted by NPTEL IIMBx and World Bankhas been promulgated. On completion of the online courses reimbursement of fee andmonetary award is given to the participants.

(g) Women Development Programmes: Workshops were conductedexclusively for women executives and employees on topics like improving work-life balanceGender sensitization awareness about sexual harassment at workplace etc. Five womenexecutives were nominated for women leadership development programme.

(h) Awareness programmes on IPR: More than 200 employees fromtechnical disciplines were imparted awareness training on Intellectual Property Rights(IPR) by senior officials of the Patent Office Kolkata (under Ministry of Commerce Govt.of India) who were invited by the company as guest faculty. Two Officers from your companywere deputed for Advanced IPR training conducted by RGNIIPM Nagpur.

Employee Engagement Initiatives

(a) GRSE Day celebration (Commencement of the Diamond Jubilee year): GRSEcelebrated the occasion with much fanfare on 19 & 20 Apr 2019. The event on April 19was an in-house affair which saw wholehearted and enthusiastic participation from allsections of GRSE employees. Employees were awarded in recognition of their contributionand retired workers who had served the Company for 40 years were felicitated. The functionon 20 Apr 2019 was an evening of grandeur as Hon'ble Governor of West Bengal ShriKeshari Nath Tripathi graced the occasion as the Chief Guest. He also unveiled a booktitled “Voyage to the Centennial Warship”- a memorabilia celebrating andchronicling GRSE's commendable journey spanning from its delivery of the firstindigenous warship of Independent India to Indian Navy in 1961 till the recent landmark ofdelivering the 100th warship Landing Craft Utility IN LCU - L-56 to IndianNavy. The Hon'ble Governor also released a copy of Rs GRSE Varta 2019' anAnnual In-House Journal during this event.

(b) GRSE Family Day Function: The Annual Family Day 2019-20 RsAhoban' was celebrated on 02 Feb 2020. The year being the Diamond Jubilee year ofyour Company large scale arrangements were made for the family members of the employeesto come together for a day full of fun and to bond with each other.

(c) Annual Sports: In order to reinforce its focus on creating teamspirit as also improving work-life balance for the employees different types of sportevents were conducted during the year from 10 Dec 2019 to 28 Jan 2020. Various eventssuch as Cricket Badminton Volleyball Table Tennis Chess and Carom are included whichwitnessed huge participation of both female and male employees and created immenseenthusiasm not only among participants but also among other employees.

(d) Award Schemes: In order to recognize the officers who displayexcellence in their performance and who have served in an exceptional manner by renderingoutstanding service through his/ her work and exhibiting a positive and supportiveattitude one new award scheme i.e. Rs STAR PERFORMER' has been introduced during theyear. This award scheme is promulgated to instill a sense of healthy competition amongstofficers to perform at optimum level in large interest of the organization and also helpin generating a spirit of perseverance. All other awards like GRSE Exemplary ServiceAwards On the Spot CMD's Commendation & On the Spot Cash Award Employee of theMonth Award Employee Innovation Scheme GRSE Merit Award for employees' childrenGroup Awards like Quality Circle and 5'S' etc. have been continued.

New HR Initiatives

(a) Annual Health Check-up for Employees: Safety and health issuesare of paramount importance for every organization. Employees' health is a keycriterion to the success of every organization as it leads towards increased efficiencyand productivity among their teams. Accordingly Annual Health Check-up covering all theimportant health checks has been introduced by the Company in respect of all category ofemployees on permanent roll as a welfare measure.

(b) Introduction of Cafeteria: There was a long felt need to starta cafeteria in all units so that employees and outsiders visiting GRSE can avail qualityand hygienic food especially during odd hours. In Main Unit cafeteria was started inassociation with West Bengal Livestock Development Corporation Ltd. (A Govt. of W.B.Undertaking) in Feb 2020. Similar initiative is being planned for other Units.

(c) Implementation of Contract Labour Management System (CLMS): Withintroduction of outsourcing of various activities in your Company the strength ofcontractors' labour have increased substantially over the years. In order to ensurerealtime compliances by the contractors the Contract Labour Management System (CLMS) wasimplemented in Oct 2019 in three major units viz. Main FOJ and RBD Units to replace theexisting manual compliance management with system - based compliance management.

(d) Employee Satisfaction Survey: An Employee Satisfaction Survey for all Officers and Supervisors has been conducted in month of Jan2020. The objective of the survey was to measure employee satisfaction on a number ofparameters related to work environment compensation/ benefits/ facilities communicationtraining and development rewards & recognition and job satisfaction. Overall theresponses received will help the company in improving the processes and making the companya great place to work.

(e) General Awareness Assessment Test (GAAT): In order to reinforcegreater general awareness about company's affairs activities of various departmentsPolicies & Rules a General Awareness Assessment Test (GAAT) was conducted for allofficers upto the rank of AGM in the Company. A comprehensive Study Material consisting ofinformation of all departments was prepared and distributed to all the officers inadvance. The test was conducted through online as well as offline modes on 14 Feb 20.

Swachhta Campaigns

GRSE has adopted innovative methods to take forward the nationwideSwachh Bharat Campaign and created awareness among internal and external stakeholders soas to make it a mass awareness movement and bring about a lasting behaviour change.

As a part of Swachh Bharat Abhiyan GRSE observed DPE Swachhta Pakhwada(from 16 Aug to 31 Aug 2019) Swachhta Hi Seva (from 11 Sep to 02 Oct 2019) andMoD's Swachhta Pakhwada (from 01 Dec to 15 Dec 2019).

Observance of Rashtriya Ekta Diwas (National UnityDay)

National Unity Day (also known as Rashtriya Ekta Diwas) was celebratedon 31 Oct 2019 to commemorate the birth anniversary of Sardar Vallabhbhai Patel whounified the country.

Persons with Disabilities

Your Company extended all necessary the relaxations / concessions tothe employees with disabilities as per the Statute / Govt. directives. During the year2019-20 the Company has recruited 01 PWD out of total recruitment of 32 employees.

Empowerment of Women

The women representation is 5% of the total strength in your Company.During 2019-20 01 lady employee has been appointed out of 32 which is 3.1%.

SAFETY AT WORK

The Shipyard continually strives to ensure safe working environment toachieve the objective of “zero accident”. In order to achieve the same closemonitoring and safety surveillance system has been instituted for strict implementation ofsafety norms and procedures at all work locations including on-board ships.

In order to upgrade the safety awareness amongst the employees 49thNational Safety Day / Week was celebrated in all units of your Company during 04 -10 Mar2020 through administering National Safety Council's Health & Safety Pledgedisplaying of Safety Banners at strategic locations of various Units and organised safetycompetitions. The Contractors Firms had also organised safety awareness programme fortheir employees across the GRSE Units.

Fire safety awareness programmes were conducted in the Yard for allcategories of employees including CISF BOPT Apprentices and contractor's personneland 400 participants attended the training session during the period under review.

During the FY 2019-20 the Shipyard has achieved a Safety FrequencyRate (Industrial Injuries Index) of 2.58 as against the last year's Safety FrequencyRate of 3.32 indicating an improvement in the area of Safety Culture of the Shipyard.

INDUSTRIAL SECURITY

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

Total security of your Company continued to be robust withoutoccurrence of any serious security incident during the year. All security systems andmeasures introduced and installed in your Company are of international standards. As perthe security plan and policy of the Company periodic security mock drills were conductedto ensure prompt mitigating action in the event of any security breach crisis orcalamities.

Effective access control systems including biometric attendance systemfor GRSE employees and contractors' labourers at the gates are in place in theCompany. A full- fledged visitor's facilitation centre is operated for scrutiny andverification of the credentials of the visitors to the Company. Baggage scanning systemhas also been installed at the main entry gates of the Company. Apart from these specialsystems and measures such as exclusive photo entry pass and CCTV surveillance system isbeing installed for complete fortification of GRSE Units by way of observations andsurveillance.

Materials entry and exit system has also been made robust in terms ofrecording by CISF which ensures effective and vigilant monitoring of materials movementin and out of the Company. No case of theft sabotage leakage of information etc. wasreported during the year.

OFFICIAL LANGUAGE

In pursuance of sub rule (4) of rule 10 of the Official Language (Usefor the Official Purposes of the Union) Rules 1976 as notified by the Government ofIndia 80% of ministerial staff of your Company have acquired working knowledge /proficiency in Hindi.

Official Language Implementation Committee: Official Languageimplementation has increased considerably during the period under review. Quarterlymeetings of Official Language Implementation Committee were held regularly under thechairmanship of Chairman & Managing Director to review the progress made by variousUnits and Departments.

Rajbhasha Awards:

(a) Rajbhasha Shield was awarded to GRSE for the year 2018-19 forExcellence in Implementation of Official Language in the company by Town Official LanguageImplementation Committee (TOLIC).

(b) Deputy Manager (Official Language) was also awarded appreciationletter by TOLIC for Excellence in Implementation of Official Language in the company.

Hindi Day / Fortnight Celebrations: Your Company observed HindiFortnight from 01-14 Sep 2019 and Hindi Day on 27 Sep 2019. During the period variouscompetitions like Hindi Essay Hindi Noting-Drafting & Hindi Translation wereorganised. Cash Awards and certificates were distributed to winners by C&MD on HindiDay function.

Efforts to Promote Use of Official Language: In order to promoteuse of Official Language in your Company the following activities had been undertaken:

(a) Hindi Computer Workshops;

(b) In-House Hindi Training;

(c) Induction Programme for newly joined Officers/ Supervisors;

(d) Implementation of various incentive schemes.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards ofcorporate governance in all spheres of business activity carried out by your Company andcontinues to lay strong emphasis on transparency accountability and integrity. YourCompany complies with the applicable regulations under the Companies Act 2013 the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI ListingRegulations”) and also the Guidelines on Corporate Governance for CPSEs issued byDepartment of Public Enterprises (DPE) vide its Office Memorandum dated 14 May 2010 bothin letter and spirit. The Company also strives to comply with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Our Report on Corporate Governance alongwith ComplianceCertificate from M/s. Maheshwari R & Associates Company Secretaries confirmingcompliance with the conditions of Corporate Governance as required under both the SEBIListing Regulations and the DPE Guidelines on Corporate Governance for CPSEs forms part ofthis Annual Report.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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

During the year 2019-20 the following changes took place in the Boardof Directors and of Key Managerial Personnel (KMP) of your Company:

Name of Director Designation Date of Appointment Date of Cessation
1 Shri A K Nanda Director (Personnel) - 30.09.2019
2 Cmde Hari P R Director (Personnel) 21.10.2019 -

Subsequent to the closure of the Financial Year 2019-20 to the date ofthis report following changes has taken place:

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 Ajai Bhandari Independent Director 09.03.2018 20.07.2020

DIRECTORS RETIRING BY ROTATION

Pursuant to Section 152(6) of the Companies Act 2013 and Articles ofAssociation of the Company Cmde Sanjeev Nayyar IN (Retd) Director (Shipbuilding) whohas served on the Board of Directors and the longest amongst the retiring directors isliable to retire by rotation and being eligible offers himself for reappointment.

DECLARATION AND MEETING OF CRITERIA BY INDEPENDENTDIRECTORS

Your Company has received declarations from all the IndependentDirectors of your Company confirming that they meet the criteria of independence asprescribed under the Companies Act 2013 the Guidelines on Corporate Governance for CPSEsissued by the Department of Public Enterprises and the SEBI Listing Regulations. Furtherin the opinion of the Board the Independent Directors fulfil the conditions prescribedunder the SEBI Listing Regulations and are independent of the management of the Company.The Independent Directors of the Company have confirmed that they have registeredthemselves with the Indian Institute of Corporate Affairs Manesar and have included theirname in the databank of Independent Directors within the statutory timeline and they willalso appear for the online proficiency test within a period of one year whereverapplicable.

MEETINGS OF INDEPENDENT DIRECTORS

During the year a separate meeting of Independent Directors was heldon 29 Feb 2020 in which all Independent Directors were present except Shri Bharat BhushanJain who was not present due to his pre-occupation.

MEETINGS OF THE BOARD

Ten (10) meetings of the Board of Directors were held during the yearunder review. For further details please refer to the Rs Report on CorporateGovernance'.

REMUNERATION POLICY & EVALUATION OFBOARD'S PERFORMANCE

Your Company is a 74.50% Government of India owned Public SectorEnterprise under Ministry of Defence. Presently the Directors of the Company arePresidential appointees and their remuneration is fixed in accordance with the DPEGuidelines in this regard. Accordingly Articles 194 and 214 of the Articles ofAssociation of your Company states that the President of India will appoint Directors anddetermine their remuneration. Since the Board level appointments are made by President ofIndia the evaluation of performance of such appointees is also done by the Government ofIndia. A separate meeting of Independent Directors was held on 29 Feb 2020 to evaluate theBoard processes.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprise of followingDirectors:

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

For further details please refer the 'Report on CorporateGovernance'

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the

Companies Act 2013 your Directors hereby confirm that:

(a) In the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards read with requirements set out underSchedule III to the Companies Act 2013 had been followed and there are no materialdepartures from the same;

(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your Company as at 31stMarch 2020 and of the profit of your Company for the year ended on that date;

(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities;

(d) The Directors had prepared the Annual Accounts on a Rs goingconcern' basis;

(e) The Directors had laid down internal financial controls to befollowed by your Company and such internal financial controls are adequate and wereoperating effectively; and

(f) The Directors had devised proper systems to ensure compliance withthe provisions of all the applicable laws and that such systems are adequate and operatingeffectively.

STATUTORY AUDITORS

The Comptroller & Auditor General of India have under Section139(5) of the Companies Act 2013 appointed M/s. A. Kayes & Co. CharteredAccountants Kolkata as the Statutory Auditors of your Company and M/s. Chanakya Ashok& Co. Chartered Accountants as Branch Auditors for the Diesel Engine Plant Ranchifor the financial year 2019-20.

The Comments of the C&AG u/s 143(6) of the Companies Act 2013 onthe Financial Statements of the Company for financial year 2019-20 form part of thisReport.

COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 and the Companies(Cost Record and Audit) Rules 2014 the Board of Directors of your Company has appointedM/s. Mou Banerjee & Co. Cost Accountants Kolkata as the Cost Auditors of yourCompany for the financial year 2019-20 to conduct audit of cost records maintained by yourCompany.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 your Boardappointed M/s. Vinod Kothari & Co. Practicing Company Secretaries to conductSecretarial Audit of the Company for the FY 2019-20. The Secretarial Audit Report of M/s.Vinod Kothari & Co. is placed at Appendix - “C” to this Report. Thesaid report does not contain any qualification reservation or adverse remarks.

Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019 dated February8 2019 the Company has obtained an Annual Secretarial Compliance Report for the year201920 from M/s Vinod Kothari & Co. Practicing Company Secretary confirmingcompliance of SEBI Regulations / Circulars / Guidelines issued thereunder and applicableto the Company and the said report has filed with the National Stock Exchange of IndiaLimited and BSE Ltd. There are no observations or adverse remarks in the said report.

INTERNAL AUDITOR

The Board of your Company has appointed M/s. V Singhi & AssociateChartered Accountants to conduct Internal Audit for the financial year 2019-20.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDERSECTION 143

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 ofthe Companies Act 2013 and the rules framed thereunder and Regulation 23 of the SEBIListing Regulations. Your Directors draw attention of the Members to Note 33 to thefinancial statements which sets out related party disclosures as per Indian AccountingStandard 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/pdf/investors/Policy%20on%20Related%20Party%20Transactions.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 loanto any other body corporate or person; nor

(c) acquired by way of subscription purchase or otherwise thesecurities of any other body corporate as prescribed under Section 186 of the CompaniesAct 2013.

VIGIL MECHANISM

As a part of its vigil mechanism your Company has adopted a WhistleBlower Policy to provide appropriate avenues to the employees of your Company to report tothe management instances of unethical behaviour actual or suspected fraud or violationof your Company's Code of Conduct. As per the Whistle Blower Policy a whistle blowercan send written communications to the Chairman & Managing Director of your Company(or any person to whom he has delegated his power). Alternatively the whistle blower maysend such Protected 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 at http://www.grse.in/pdf/investors/Whistle%20Blower%20Policy.pdf

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return of your Company for the FY 2019-20 inForm MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management andAdministration) Rules 2014 is appended as Appendix - “E” to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report asrequired under the SEBI Listing Regulations and the DPE Guidelines on Corporate Governancefor CPSEs forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

GRSE's Corporate Social Responsibility (CSR) initiatives haveplayed a significant role in socio-economic development of the vast stretchunderprivileged inhabitants belonging mostly to minority community in the vicinity of ourproduction units. The CSR and Sustainability Policy of your Company is in line with theprovisions of Companies Act 2013 and the rules framed thereunder and DPE Guidelines onCorporate Responsibility and Sustainability and the same can be accessed on the website ofthe Company at http://grse. in/pdf/investors/GRSE%20Policy%20on%20Corporate%20Social%20Responsibility%20and%20Sustainability.pdf.

The CSR projects have been implemented in various broad thematicdomains such as Skill Development Swachh Bharat initiatives mainstreaming differentlyabled persons and health related initiatives for improving the quality of life of themarginalized segment mainly residing in the vicinity of the production units of yourCompany.

The CSR & Sustainability Committee of the Board of Directorscomprises of Smt. Kanwaljit Deol Independent Director as Chairperson Director(Shipbuilding) and Director (Personnel) as Members.

The Annual Report on your Company's CSR activities as requiredunder the Companies (Corporate Social Responsibility Policy) Rules 2014 has beenappended as Appendix - “F” to this Report.

RISK MANAGEMENT

Your Company has in place a Board approved Risk Management Policy &charter and implemented a structured and comprehensive Enterprise Risk Management System.This charter is intended to establish a common understanding language and methodology foridentifying assessing responding monitoring and reporting risks and to provideassurance to the management that key risks are being properly identified and effectivelymanaged in the company. The Company has in place a mechanism to inform the Board Membersabout Risk Assessment and minimization procedures and periodical review to ensure thatexecutive management controls risk by means of a properly designed framework.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India (SEBI) has mandatedinclusion of Business Responsibility Report (“BR Report”) as part of the AnnualReport for the top 1000 listed entities based on market capitalisation. Regulation34(2)(f) of SEBI (LODR) Regulations stipulates that the annual report shall include aBusiness Responsibility Report describing the initiatives taken by the listed entity froman environmental social and governance perspective in the format specified. Accordinglythe Business Responsibility Report for the year 2019-20 has been drawn up and appended tothis Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls in placecommensurate with the size scale and complexity of its operations supported by anEnterprise Resource Planning (ERP) platform i.e. SAP for its main business process. It hasdocumented policies and procedures covering financial and operating functions. Thesecontrols have been designed to provide a reasonable assurance with regard to maintainingof proper accounting controls for ensuring reliability of financial reporting monitoringof operations protecting assets from unauthorized use or losses compliances withregulations. The internal control system ensures that the resources of the Company areoptimally used for the business purposes and safeguarded from loss misuse and physicalimpairment. A comprehensive delegation of power exists for smooth functioning and decisionmaking and the same is periodically reviewed to align it with changing businessenvironment

CONSERVATION OF ENERGY TECHNOLGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Your Company being a Government Company engaged in producing defenceequipment the disclosure of information with respect to conservation of energytechnology absorption foreign exchange earnings and outgo under the provisions of Section134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules 2014 is not required asthe Ministry of Corporate Affairs vide Notification GSR No.680 (E) dated 04 Sept 2015 hasgranted exemption to Defence Public Sector Undertakings.

IMPLEMENTATION OF RTI ACT

The information required to be provided as per Section 4(1) (b) of theRight to Information Act 2005 has been posted on the website of the Company(www.gsre.in).

During the year 2019-20 total of 70 no. RTI requests through online/offline mode were received while opening balance from previous year was 2 in nos. A totalof 69 no. RTI applications were replied to during the year 1 no. RTI Applicationtransferred to concerned Department of Government of India and remaining 2 no. RTIapplications were taken as Rs carried forward' to the year 2020-21. In case of RTIappeals 6 no. RTI First Appeals were received during 2019-20 through online/ offline modeand 1 no. First Appeal was shown as Rs opening balance' from previous year. A totalof 7 no. RTI First Appeals were decided and replied to while no RTI First Appeal was Rscarried forward' to the year 2020-21. 2 no. Second Appeals were heard during 2019-20before the Central Information Commission and disposed of without any adverse ordersagainst Public Information Officer or the Public Authority. The Quarterly Returns arebeing uploaded on the CIC's website as well as on the DoPT website timely.

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

In pursuance of Section 4 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act. 2013 the Internal Committee wasreconstituted on 18 Aug 2017 with an external member who is a person familiar with theissues relating to sexual harassment.

In accordance with Section 21 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules framed thereunderthe following details are submitted:

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

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

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

(iv) Number of workshops or awareness programme against sexualharassment carried out: Two

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

PUBLIC GRIEVANCES

In order to facilitate resolution of grievances in a transparent andtime bound manner the Department of Administrative Reforms & Public GrievancesMinistry of Personnel Public Grievance & Pensions Government of India has initiateda web-based monitoring system at www.pgportal.gov.in (PG Portal).

Your Company is committed to the resolution of public grievances in anefficient and time bound manner. Upon receipt of Public Grievances the matters are beingresolved by thorough examination of facts of the case with due diligence by the concerneddepartments. During the year under review a total of 14 Public Grievances through online/ offline mode were received and 2 of grievances were carried forward from previous year.All the 16 grievances were resolved during the year. There was no grievance to be carriedforward to the year 2020-21 for its resolution. All the pending grievances were resolvedduring 2019-20. Details of the Grievance Committee have been uploaded on yourCompany's website with provision of a link to the PG Portal to enable the citizen tofile grievances online.

VIGILANCE ACTIVITIES

The main thrust of the Vigilance Department is to ensure transparencyfairness & probity in all spheres of activities of your Company. Towards this focusof the department was on both punitive & preventive vigilance. During the year manyspheres of activities were taken up and various processes were carefully observedanalysed and scrutinised to ensure that the systems of checks & balances are workingas per the required parameters. In many 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 varioussources and appropriate actions were taken.

(b) As a preventive measure regular & surprise inspections andverification of files were carried out.

(c) Suggestions for system improvements have been made to themanagement for implementation.

(d) Based upon above investigation / inspections and suggestion thefollowing preventive measures are under implementation:

(i) Contract Labour Management Service for monitoring of Contractlabours through Biometric Attendance.

(ii) Bill Tracking Systems for monitoring of Bill Payments to vendorsat various stages.

(e) Annual Property Returns filed by the officers were scrutinized.Vigilance status of officers was assessed at various stages. Identified Sensitive Posts inthe Company & actions initiated in a phased manner for rotation of officers. Theimplementation of actionable points is being monitored through quarterly reports andsubmitted to MoD informing the status of action taken.

(f) Inter Organisation Auditing was taken up amongst all DPSUs as perMOD directives.

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

(h) Your Company observed Vigilance Awareness Week during 28 Oct - 02Nov 2019 and carried both for outreach activities for citizens/public and within theorganisation.

(i) Meeting with C&MD were held at regular intervals to apprise thestatus of vigilance cases.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

(a) Detailed reasons for any voluntary revision of financial statementor Board's Report in the relevant financial year in which the revision is made.

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

(c) Issue of equity shares with differential rights as to dividendvoting or otherwise.

(d) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and future operations of yourCompany.

Acknowledgements

Your Directors express their deep appreciation and place on recordtheir gratitude to the Department of Defence Production and other Departments in theMinistry of Defence for their continued support assistance and guidance. The Directorsalso express their sincere thanks to the Government of India and also to the Governmentsof West Bengal Jharkhand and various other States for their continued co-operation andvaluable support. Your Directors are particularly grateful to the Indian Navy and IndianCoast Guard Headquarters Ministry of Home Affairs Ordnance Factory Board Kolkata PortTrust Public Works Departments of various State Governments Police Department of WestBengal & Kolkata and other valued customers as well as business associates for theconfidence reposed by them in your Company. We will fail in our duty if we do notacknowledge the cooperation and positive approach of the Warships ProductionSuperintendent and his dedicated team under whose watchful eyes our ships are being built.Also we thank all classification societies in particular IRS & ABS who haveensured quality and adherence to the required standards.

The Directors acknowledge with thanks the valuable advice rendered byand co-operation received from the Comptroller and Auditor General of India the Principal

Director of Commercial Audit Ex-offico Member of the Audit BoardBengaluru Principal Controller of Defence Accounts (Navy) Mumbai Controller of DefenceAccounts (Navy) Kolkata Registrar of Companies the Department of Public Enterprisesthe Securities Exchange Board of India the National Stock Exchange of India Limited andBSE Limited.

The Directors wish to place on record their appreciation to itsStatutory Cost Internal and Secretarial Auditors Company's Bankers Trade Unionsand all Officers and Employees at various levels of the organisation for their hard workdedication and commitment. The enthusiasm and unstinted efforts of the employees haveenabled your Company to remain at the forefront of the industry despite increasedcompetition from several existing and new players.

For and on behalf of the Board of Directors Sd/-
(V K Saxena)
Kolkata Rear Admiral IN (Retd.)
Dated: 21st July 2020 Chairman & Managing Director

.