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Garden Reach Shipbuilders & Engineers Ltd.

BSE: 542011 Sector: Others
NSE: GRSE ISIN Code: INE382Z01011
BSE 12:52 | 02 Dec 510.55 8.25
(1.64%)
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504.95

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515.45

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501.95

NSE 12:39 | 02 Dec 510.85 8.85
(1.76%)
OPEN

504.55

HIGH

515.50

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OPEN 504.95
PREVIOUS CLOSE 502.30
VOLUME 50188
52-Week high 539.90
52-Week low 199.00
P/E 26.70
Mkt Cap.(Rs cr) 5,848
Buy Price 510.10
Buy Qty 70.00
Sell Price 510.85
Sell Qty 1.00
OPEN 504.95
CLOSE 502.30
VOLUME 50188
52-Week high 539.90
52-Week low 199.00
P/E 26.70
Mkt Cap.(Rs cr) 5,848
Buy Price 510.10
Buy Qty 70.00
Sell Price 510.85
Sell Qty 1.00

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 2021-22 together with the Audited Financial Statements forthe year ended 31 March 2022.

FINANCIAL PERFORMANCE

Despite the challenges of the COVID-19 pandemic the performance ofyour Company has been the best ever in terms of revenue generation during the financialyear 2021-22.

In current year the Company registered an improvement in Revenue fromOperation by 54% registering Rs 1757 crore against Rs 1141 crore in the previous year.During the year the Company has registered growth in EBIDTA and PAT by 24%.

The summarized operating results for the financial years 2021-22 and2020-21 are given below:

Particulars 2021-22 2020-21
Value of Production 1748.34 1132.76
Revenue from Operation 1757.51 1140.83
Profit Before Depreciation Interest and Tax 293.71 236.89
Finance Cost 0.76 0.67
Depreciation 35.71 29.09
Profit Before Exceptional Items & Tax 264.93 227.87
Exceptional Item (7.69) (20.75)
Profit Before Tax 257.24 207.12
Provision for Tax 67.71 53.65
Profit After Tax 189.53 153.47
Other Comprehensive Income (Net of Tax) 1.12 3.56
Total Comprehensive Income 190.65 157.03

The financial position of your Company as on 31 March 2022 and 31 March2021 is shown below:

Particular As on 31 March 22 As on 31 March 21
Capital Employed 1257.89 1137.12
Gross Block 687.03 496.14
Net Block 500.65 340.20
Working Capital 569.65 542.98
Net Worth 1257.89 1137.12
Value Added 550.53 466.41
Value of Production 1748.34 1132.76
Profit Before Exceptional Items & Tax 264.93 227.87
Exceptional Item (7.69) (20.75)
Profit Before Tax 257.24 207.12
Particular As on 31 March 22 As on 31 March 21
Ratios: (%)
Profit before interest and tax : 20.51 18.27
Capital Employed (%)
Profit after tax: Net Worth (%) 15.07 13.50
Gross Profit: Capital Employed (%) 23.34 20.83
Profit Before Tax: Value of Production (%) 14.71 18.28
Value of Production: Capital Employed (%) 138.98 99.62
Ratios FY - 22 FY -21
Current Ratio (In times) 0.93 0.99
Return on Equity (%) 16 % 14 %
Trade Receivables Turnover Ratio (In times) 10.55 3.20
Trade Payable Turnover Ratio (In times) 2.20 1.24
Return on Capital Employed (%) 20% 18%

Value of Production

During the financial year under review due to the then emerging secondwave of the COVID-19 pandemic and as per Government directives your Company was affectedby lock-downs from mid of May 2021 to mid of June 2021. Despite these interruptions yourcompany has achieved the highest ever Value of Production ('VoP') of Rs 1748.34 crore asagainst Rs 1132.76 crore during the previous year. The comparative VoP for the threeDivisions are as follows:

Year Ship Division Engineering Division Engine Division Misc. Total
2021-22 1620.50 71.83 55.48 0.53 1748.34
2020-21 1048.02 66.69 18.05 - 1132.76

Net Worth

During the year under review your Company has reported Net worth of Rs1257.89 crore as on 31 March 2022 against Rs 1137.12 crore as reported on 31 March 2021.

Value Addition

The Value added during the financial year under review was Rs 550.53crore as against Rs 466.41 crore during the previous year. The Value added per employeewas Rs 30.76 lakh as compared to Rs 24.56 lakh during the previous year.

Appropriations

Considering the financial performance of your Company in the year2021-22 the Directors are pleased to recommend the following appropriations from thedisposable surplus:

Profit After Tax 189.53
Other Comprehensive income for the year Net of Tax 1.12
Total Comprehensive income for the period 190.65
Less:
Final Dividend of FY 2020-21 on the Paid-up Capital 13.17
Interim Dividend of FY 2021-22 56.70
Balance retained in Statement of Profit & Loss 120.78

Contribution to Exchequer

Your Company has made a contribution of Rs 47.52 crore to the NationalExchequer during the financial year 2021-22 by way of Income Tax and GST.

Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") the top one thousand listed entities shall formulate aDividend Distribution Policy. Accordingly the Board of Directors of the Company hasformulated a Dividend Distribution Policy keeping in view the provisions of SEBI ListingRegulations the Companies Act 2013 and Guidelines issued by the Department of PublicEnterprises (DPE) and the Department of Investment and Public Asset Management (DIPAM).The Policy is available on the Company's website athttps://grse.in/wp-content/uploads/2022/04/GRSE- Dividend-Distribution-Policy.pdf.

Pursuant to the approval of the Board of Directors on 11 February 2022your Company has paid an interim dividend of Rs 4.95/- per equity share of face value ofRs 10/- each to Shareholders who were on the Register of Members as on 18 February 2022being the record date fixed for this purpose. Further the Board at its meeting held on25 May 2022 has recommended a dividend of ' 0.85/- per equity share of face value of Rs10/- each for the financial year 2021-22. Thus the total dividend for the financial year2021-22 if approved by the Shareholders would be Rs 5.80/- per equity share.

IMPACT OF COVID-19 PANDEMIC

The Company was impacted by the second wave of the COVID-19 pandemicduring the first Quarter of FY 2021-22 wherein the operations were interrupted from midof May 2021. While we resumed operations partially almost after a month with requisiteprecautions this has had an adverse effect on the revenue and financial performance ofthe Company. Management has estimated value of loss of production hours and quantum ofnon-usage of Plant & Machinery of production shops as Rs 709.95 lakh and Rs 58.59 lakh(Total Rs 768.54 lakh) respectively for the quarter ended 30th June 2021 andnil in the subsequent quarters of FY 2021-22 and the same has been stated as Exceptionalitems in the Financial Statement.

MOU RATING

Your Company has been rated "Excellent" with a score of 91.23out of 100 as per MoU Evaluation for FY 2020-21 approved by the Department of PublicEnterprises. This is a remarkable achievement as GRSE is the only shipyard one of the twoDPSUs & one among 22 CPSEs to attain "Excellent" rating for FY 2020-21. ThisExcellent rating is significant as the financial year was plagued by Covid-19 pandemicand consequent imposition of 75 days of complete lock down several associatedrestrictions hampering production activities and delays in material supply throughout theyear. Further on the basis of actual achievements vis-a-vis parameters laid down in theMoU signed with the Government of India for FY 2021-22 your Company is expected to berated "Very Good" for its performance during the Financial Year.

PERFORMANCE OF THE COMPANY DURING THE YEAR

SHIPBUILDING

The Company has achieved a total shipbuilding income of Rs 1620.50crore during 2021-22 as against Rs 1048.02 crore in 2020-21. During the year SCG PS'Zoroaster' the fourth ship in the series of Fast Patrol Vessel (FPV) built by GRSE wascommissioned on 08 Apr 2021 at Seychelles by Hon'ble Prime Minister of India Shri NarendraModi. Further the details of ships under construction in your Company as on 31 Mar 2022are as follows:

Project / Vessel Type No. of Vessels as on 31 Mar 2022
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 Ships 17
Patrol Boats for Govt. of Bangladesh 6

The Shipyard also completed major milestones on various projectsincluding launching keel laying and start production during the financial year are asfollows:

Launching

Sl. No. Ship Yard Date
1 1st Survey Vessel (L) 3025 05 Dec 2021
2 2nd Survey Vessel (L) 3026 21 Mar 2022

Keel Laying

Sl. No. Ship Yard Date
1 Fast Patrol Vessel (FPV) 2118 15 Jul 2021
2 3rd Survey Vessel (L) 3027 06 Aug 2021
3 1st Anti-Submarine Warfare Shallow Water Craft (ASW SWC) 3029 06 Aug 2021
4 Ocean Going Passenger & Cargo Ferry Vessel (OGV) 2119 20 Nov 2021
5 5th Anti-Submarine Warfare Shallow Water Craft (ASW SWC) 3035 21 Dec 2021

Start Production

Sl. Ship No. Yard Date
1 2nd Anti-Submarine Warfare Shallow Water Craft (ASW SWC) 3030 14 Jul 2021
2 3rd Anti-Submarine Warfare Shallow Water Craft (ASW SWC) 3031 14 Jul 2021
3 Ocean Going Passenger & Cargo Ferry Vessel (OGV) 2119 07 Aug 2021
4 5th Anti-Submarine Warfare Shallow Water Craft (ASW SWC) 3035 28 May 2021

Contracts Signed

During this year your Company concluded a contract for supply of anadditional Fast Patrol Vessel (FPV) for the Indian Coast Guard as a replacement againstthe FPV exported to Seychelles on 28 May 2021.

In addition to pursuing defence projects your Company has also pursuedprojects in non-defence government sectors. GRSE bagged an export order worth 1.82 M USDfrom Department of Fisheries Bangladesh to supply six 'Patrol Boats'. This was the firstexport order won by GRSE on competitive bidding where 06 bidders from Bangladesh SriLanka South Korea Finland and Singapore participated. Notification of Award was issuedto GRSE on 01 Jul 2021 and subsequently contract has been signed on 28 Jul 2021 betweenGRSE and Department of Fisheries.

SHIP REPAIR

During the Financial Year 2021-22 your Company has successfullycompleted the refit of Barracuda a Mauritius Ship for amount of Rs 20.90 crore. In orderto give thrust to Ship Repair and Refit business the Company has signed an agreement withSyama Prasad Mookherjee Port Kolkata for long term lease of 03 existing Dry Docks forshipbuilding including repair & refit of ships. The refit of ICGS Sarojini Naidu wasalso undertaken in this year.

ENGINEERING DIVISION

The Value of Production (VOP) achieved by the Engineering Divisionduring the financial year 2021-22 amounted to Rs 71.83 crore.

Portable Steel Bridge Unit

The Value of Production achieved by the Bailey Bridge unit during thefinancial year 2021-22 amounted to Rs 60.03 crore [consisting of (70) Bridges 5400 MT] asagainst Rs 50.16 crore [consisting of (58) Bridges 4895 MT] during the previous year2020-21.

Out of 70 Bridges your Company has exported Fourteen Bridges to Bhutan(Ten Bridges) and Nepal (Four Bridges) during 2021-22 VOP from such export order in FY2021-22 is Rs 7.07 crore.

Bailey Bridge Unit has also achieved a major milestone in August 2021by successfully completing Load Testing for 1 No of 140 ft. Double Lane Modular BridgeLoad class 70R Bailey bridge and supplied the same to Director General of Border Roads(DGBR) / Project Swastik at Flaghill Dokala Sikkim. Another important achievement wasthe signing of an MOU with DGBR for supply of 27 Double Lane Modular Steel Bridges.

Deck Machinery Unit

Deck Machinery 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 Electric BoatDavits Electro-Hydraulic Boat Davits Survey Motor Boat Davits Hydrographic DavitsOceanographic Winch Anchor cum General Purpose Winches for beaching operations HeloTraversing System (Both Rail based and Rail Less type) & various types of Naval Pumpsconsisting of marine fresh water and sea water pumps of different discharge and capacitybased on application.

During FY 2021-22 the total Value of Production of the Deck MachineryUnit for the financial year 2021-22 is Rs 20.61 crore. Out of this Value of Production ofDeck Machinery division stands at Rs 11.80 crore excluding internal consumption. Equipmentand spares with sale value of Rs 6.03 crore have been supplied to various new constructionyards as well as to operational ships of Indian Navy and Indian Coast Guard.

During FY 2021-22 total fifty-six (56) 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. In addition the GroundSupport Equipment of Rail Less Helicopter Traversing System for Advanced Light Helicopter(ALH) has been indigenously designed and manufactured for use on board Indian Navy andIndian Coast Guard ships.

ENGINE DIVISION

The Diesel Engine Plant (DEP) of your Company at Ranchi hassuccessfully completed the Factory Acceptance Trial and delivery of the first shipset of 1MW DAs of the P17A Project.

The division has achieved Value of Production of Rs 55.48 crore duringthe financial year 2021-22 from diesel engine business.

The DEP Ranchi has also signed the rate contract with Indian CoastGuard (ICG) for the W6 routines (overhaul) of MTU 4000 series engines.

You may also note that the Bailey Bridge Components are also beingproduced at DEP unit at Ranchi.

NEW INITIATIVES

In order to establish long term business growth create & increaseof various footprints your company has taken up the following initiatives with signing ofthe following MoUs during FY 2021-22:

(a) M/s Kongsberg Sweden to explore manufacture of propulsionwaterjets in India with high level of Indigenous content.

(b) M/s Bridge Engineering Research & Design (BERD) MatosinhosPortugal to explore and identify synergies and partnerships to approach the bridge marketwith new design bridges in India and friendly neighbouring countries. GRSE and BERDco-operation offers more and diverse products of Modular Steel Bridges to the markets.

(c) M/s Hindustan Shipyard Limited to facilitate construction andrepairs of warships & commercial vessels.

ORDER BOOK POSITION

The total order book position of your Company for the three (3)divisions as on 31 Mar 2022 is as follows:

DIVISION / DEPTS No. Closing order Value as on 31 Mar 2022
A Ship Division
Ship (including B&D Spares) 23864.31
B Engineering Division
Bailey Bridge 16.51
Deck Machinery 78.80
Total Engineering Division 95.31
C Engine Division 143.98
Total (A+B+C) 24103.60

(d) M/s ABS Hovercraft Ltd. to explore avenues to collaborate toeffectively leverage each other's competence and strengths to offer state of artHovercraft to the prospective customers (domestic & foreign) by way of customizeddesign and construction.

(e) Naval Science & Technological Laboratory (NSTL) DRDO - MoDVisakhapatnam for Transfer of Technology (ToT) of 4 MW Diesel Engine Infrared SignatureSuppression (DEIRSS) System.

(f) Naval Group SA France to develop detailed contemplated cooperationand establish a frame work thereof for GOWIND class Frigate project.

(g) M/s. CDC Consulting Design Engg Centre Pvt. Ltd. for Designdevelopment and research to pursue and optimize new design requirement and systemintegration for state of art new generation deck Machinery items.

(h) M/s. Syama Prasad Mookerjee Port Kolkata (SMP Kolkata) toundertake the development & utilisation of 03 existing Dry Docks of the Port Trust atKhidderpore Kolkata. This collaboration will also contribute to the future strategy ofGRSE to take on additional shipbuilding activities including repair & refit of ships.Based on the concession agreement the facility named GRSE- KPDD Unit was inaugurated andtaken over from SMPK by GRSE on 01 Dec 21.

(i) DGBR - Border Roads Organisation (BRO) for supply of 27 Nos. DoubleLane Galvanised Modular Steel Bridge Load Class IRC-6 70 R (Carriageway 7.5 Mtrs. wide).

(j) M/s Vrinda Engineers Pvt. Ltd. Kolkata for Collaboration forSupply of Permanent Steel Bridges.

RESEARCH & DEVELOPMENT

Next Generation Electric Ferry: Your Company has developed a conceptdesign for full electric battery operated ferry for transportation of passengers in theinland waters. This 24m long aluminium vessel shall have a max speed of 8 Knots and acapacity of carrying 145 passengers. This will be pioneering effort in promoting Greentechnologies in the Inland Water transportation sector in the country as replacing theconventional inland ferries. This is a step to replace the diesel ferries that causeenvironmental pollution as they ply over the Hooghly river. Your Company is now building avessel for Government of West Bengal as a pilot project.

Hovercraft: At present Hovercraft technology is not available with anyof the Indian firms. Various requirements of Indian Coast Guard/ Indian Army etc. are metby Indian Shipyards through licensed production of foreign OEMs design involving royaltypayment in foreign exchange. Your Company in past had built Hovercraft for Indian CoastGuard in collaboration with M/s Griffon Hovercraft UK. Presently your Company is in theprocess of working towards Hovercraft requirement of Indian Armed Forces and Coast Guard.

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) Co-production 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 your company has achievedover 90% indigenisation for Landing Craft Utility Ships and over 85% indigenisation forAntiSubmarine Warfare which is a major step towards achieving selfreliance instate-of-the-art warship design and construction. MoD/GoI has published an InitialNegative List of 101 items followed by 2nd positive Indigenisation list of 108items. GRSE's capabilities for design development and manufacture of several designateditems has been conveyed to MoD-DDP. As per directive of GoI several imported items havebeen identified for indigenisation and uploaded in Srijan Portal. Interaction with severalinterested domestic vendors are underway. GRSE also has a 5 year' Indigenisation Planaimed towards Aatma

Nirbhar Bharat' for presently imported equipment which are primarilyproject specific and are also planned for incorporation & utilization for variousupcoming projects. In accordance with GoI guidelines GRSE has implemented variousmeasures to support the domestic defence industry for indigenisation of defencemanufacturing such as 'Make in India' 'Make - II' TReDS GeM MSME Sambandh MSMESamadhan Online Vendor Registration E-Procurement effective utilization of assortedIndustry Clusters and 'Aatmanirbhar Bharat for overall selfreliance.

EXPORT INITIATIVES

Your Company is the first Indian shipyard to export a warship anOffshore Patrol Vessel to Mauritius in 2014. GRSE also exported a Fast Patrol Vessel 'SCGPS Zoroaster' to the Govt. of Seychelles and completed its Guarantee Refit & DryDocking (GRDD) on 31 March 2022. The Shipyard also won a 1.82 Million USD contract forconstruction and delivery of six Patrol Boats for the Govt. of Bangladesh and thecontract was signed on 01 July 2021. This is the first export order from Bangladeshthrough global competitive bidding with participants of other shipyards including fromNetherland South Korea Finland and UAE. Your Company has taken initiatives to exportNaval ships to the friendly foreign countries and has identified SAARC ASEAN African& Latin American countries such as Seychelles Bangladesh Vietnam PhilippinesMyanmar Guyana Mauritius etc. as areas of focus.

During FY 2021-22 your Company has generated revenue of Rs 60.94 crorefrom export orders which includes Rs 53.87 crore from Shipbuilding & Ship Repairs andRs 7.07 crore from Bailey Bridge.

Your Company has adopted a strategy of engaging with the authorities ofthe target market countries for export of its products. GRSE regularly supplies PortableSteel Bailey Bridges and its components to the neighbouring countries such as Nepal &Bhutan. Efforts are on to further enhance the export of Bailey Bridges & theircomponents to other friendly foreign countries including Bangladesh (through DLoC route)as well.

Your Company is presently executing the following Export Orders:

(a) Export order of 12.73 Million USD for supply of 01 No. Ocean GoingVessel (OGV) to Republic of Guyana.

(b) Supply of 06 Patrol/ Surveillance Boats for Govt. of Bangladesh fora value of 1.82 Million USD.

(c) Maintenance/ Afloat Support for 03 years for one Fast Patrol Vesselof the Govt. of Seychelles which was constructed and delivered to Govt. of Seychelles byyour Company.

INFRASTRUCTURE AND TECHNOLOGICAL MODERNIZATION

Your Company has been continuously modernising its infrastructure/facilities to be in tune with the changing needs of the technology/ products. During theyear 2021-22 the Company has spent Rs 42 crore as a part of CAPEX investment towardsmodernisation of Infrastructure Technology Plant & Machinery etc. Following are someof the facilities modernised during the year:

(a) Goliath Crane Project - The new 250 Ton capacity Goliath Crane(116m span) covering Dry Dock Inclined Berth & Module Hall has been commissioned inAug 2021. This facility has enabled Modular and Integrated Construction of warships akinto the best in the world which is presently being followed for construction of advancedStealth Frigates (P-17A).

(b) Restoration of Module Hall - The Module Hall at Main Unit whichgot severely damaged due to collapse of 250 Ton Goliath Crane in 2018 has been restoredalong with telescopic sliding roof arrangement & services and made fully functional inDec 2021. This shop facilitates integration of mega-hull blocks weighing up to 250 Tonwith outfitting items.

(c) Upgradation of Fitting Out Jetty (FOJ) Unit - Looking intointensive outfitting for number of ships at FOJ in forthcoming years following actionshave been taken during year: -

(i) Refurbishment of Jetties - The Finger Jetty has been refurbishedincluding structural strengthening and replacement of all Fenders & Bollards.

(ii) Augmentation of Low Tension (LT) Power - After modernisation nowboth the Finger & Naval Jetties individually is capable of using power up to 2000 A(from previous 630 A) during ship outfitting work.

(iii) Vendor Sheds - For streamlining the activities of OEMs/contractors and more effective utilisation of space Vendor Sheds with allied facilitieshave been created for maximum 50 nos. contractors' office/store/workshop in a collocatedplace.

(d) Augmentation of Shipyards' Block Fabrication Capacity

- Further to construction of two nos. Block Fabrication Sheds in Sept2020 at Raja Bagan Dockyard (RBD) 02 nos. 25 Ton capacity EOT crane at each workshop hasbeen installed for enhancement of Shipyards' Block fabrication capacity.

(e) Rooftop Solar Plant - As a part of commitment towards green energyfor reducing the impact of atmospheric climate change 200KWp roof top solar power planthas been commissioned in Feb 2022. With this the total capacity of rooftop solar plant atGRSE is now 1500 KW i.e. 1.5 MW.

(f) Technological Modernization - Product Data Management (PDM) &Product Lifecycle Management (PLM) are under implementation for P-17A project by M/sSiemens for interconnection of data at the Naval HQ (New Delhi) MDL (Mumbai) GRSE(Kolkata). and a Disaster Recovery Site. Module related to Design activities has gone livein Nov 21.

(i) Further a Project Management System based on PLM platform for allshipbuilding projects other than P-17A is also under final stages of implementation.

(ii) Critical Chain Project Management (CCPM) system is also underimplementation for two ships.

(iii) Towards enhancing efficiency of the Supply chain managementsystem an AI based application "Procurement Accelerator" has been implementedin 2021.

FUTURE OUTLOOK

A strong order book for construction of 16 warships concurrently forIndian Armed Forces at this juncture holds exciting times ahead for the GRSE. Recentpolicy announcement by the Raksha Mantri declaring ‘Initial Negative List of 101items followed by 2nd positive Indigenisation list of 108 items' in thenegative list of imports over next five years in defence segment provides hugeopportunities to Indian Industry as part of larger objective of 'Atmanirbhar BharatAbhiyan'. GRSE's capabilities for design development and manufacture of several suchdesignated items has also been conveyed to the Ministry of Defence (MoD). The defenceshipbuilding segment continues to look promising on account of ambitious acquisition planof Indian Navy and Indian Coast Guard which is quite encouraging for the IndianShipbuilders and the entire eco-system. A number of Request for Proposals (RFPs) forvarious shipbuilding projects have been floated by the MoD during last one year and somemore are expected to come out in the near future. Further the MoD plan to increase exportof defence products to 3.59 Billion USD by end 2024-25 augurs well for all of us.

With all the policy initiatives taken by the Government of India in therecent times for encouraging & supporting ‘Atmanirbharata1 theoverall scenario for warship building looks quite positive in coming years. However itrequires building capabilities and competencies to meet global standards. It is a goodopportunity for the company to become part of global value chain to meet our vision ofbecoming global player in Shipbuilding. Our willingness to adopt latest technologies andmodern tools in various areas of operations would play a significant role in improvingefficiency quality and productivity of the Company. Thus the company has embarked on amission to adapt Industry 4.0 practises in its core areas of functioning such as‘Design' ‘Planning' ‘Production' and ‘Supply Chain Management'.

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) Your Company is targeting for orders from the Indian Navy IndianCoast Guard and Ministry of Home Affairs for AMC & Refits of GRSE built vessels andhave plans to strengthen the refit & repair business verticals.

VENDOR DEVELOPMENT

VENDOR DEVELOPMENT WITH IMPETUS TO MICRO SMALL AND MEDIUM ENTERPRISES

Our Vendor base has played a pivotal role in the growth of GRSE andyour 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 has made significant improvement in production in spite oflockdown due to COVID Pandemic. This was possible with effective execution of contractmanagement on the outsourced jobs engagement of good capable service & supply vendormaintaining proper vendor relation and monitoring vendor performance. To achieve thisyour company has introduced vendor grievance redressal system online performance ratingsystem for service and supply vendor. Further development of online vendor registrationfor new vendor has been undertaken in order to improve ease of registration process andminimise the registration cycle time.

Your Company has been providing increased thrust on enhancingprocurement from Micro and Small Enterprises (MSEs) and has implemented the PublicProcurement Policy for MSEs issued by the Ministry of MSME. Your Company extends technicalguidance and requisite support to these industries wherever required. Your Company isregularly conducting MSE Vendor Development programmes in association with CII and MSMEMinistry Government of West Bengal. Our quality control personnel visit these industriesto assist and ensure that the quality of the products meet the requisite standards.

During the financial year 2021-22 your Company procured items worth Rs589.81 crore from the MSEs which is 64% (approx.) of the total annual procurement value(considering exclusions as applicable for MSEs). List of items reserved for MSEsprocurement is available on your Company's website at https://grse.in/policies-for-msme/.

Your Company has on-boarded on TReDS Platform and MSME Sambandh &MSME Samadhaan Portals complying with Government guidelines/ directives.

GOVERNMENT e-MARKETPLACE (GeM)

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

During the financial year 2021-22 your Company has achieved a purchasefigure of Rs 305 crores worth goods and services through the GeM portal.

ERP & IT

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

(a) IT Infrastructure: Your Company has well established on premiseData Centre (DC) in Kolkata and Disaster Recovery Centre (DR) at Mumbai. All its local andremote locations are connected through dedicated leased lines and LAN for seamless datatransfer and communication. GRSE has already mapped major business processes like SupplyChain Finance HR Payroll Vendor Plant Maintenance etc. in SAP ERP in 2010. TotalDesign

Operations are covered under secured IT Platform with AVEVA CAD VRLAB PDM-PLM etc.

(b) Cyber Security: Your Company has a well defined organisationalstructure for Cyber Security Management. Director (Personnel) is nominated as the ChiefInformation Security Officer (CISO) for the Company. Cyber Security Enhanced AwarenessTraining by CDAC to cyber security core group. AIR-GAP implementation across organizationand ILL based internet LAN was implemented in all its units.

(c) ERP-SAP: GRSE has adopted a centralised approach to manage criticalIT infrastructure 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): Implementation of 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. PMS (Project Monitoring System) for SVL and ASW-SWC projectshave already been implemented to collaborate with Directorate of Ship Production (DSP) andDirectorate of Naval Design (DND). Further CCPM (Critical Chain Project Management) hasalready been implemented for two ships as a pilot project.

(e) Work From Home: Secured VPN (Virtual Private Network) facilitiesare provided to nominated users for "Work From Home" and seamless high-enddevice based VC (Video Conferencing) being utilized for Video Conferencing with InternalMinistry and External stakeholders'.

(f) Access Control System: GRSE has already migrated from finger printbased system to Face Recognition Based Biometric Access Control System for both permanentas well as contractual employees.

(g) Employee Portal: Employee Portal has been revamped to cover variousonline modules like PMS (Performance Management System) e-Note Sheet e-File TrackingEmployee Survey Asset Tracking Production Monitoring QMS Attendance VisitorManagement System Employee document like Salary slip PF- Pension-Tax etc.

HUMAN RESOURCE & ADMINISTRATION

The total Manpower strength under permanent roll of the Company as on31 Mar 2022 was 1790 including 479 Officers on regular roll 4 Officers and 39 Supervisorson Fixed Term contract.

Statements showing the representation of SC/ ST/ Women etc. as on 31Dec 2021 as well as the total recruitment made during the period from Jan to Dec 2021 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.

(i) Election for recognition of Trade Union as 'Sole Bargaining Agent'

The election for recognition of Trade Union as Sole Bargaining Agentwas held through secret ballot method on 02 Dec 2021 and operatives posted in Main Yard61 Park GRSE Bhavan FOJ Taratala RBD TTC Belur and Regional Office-Delhiparticipated for electing the Sole Bargaining agent. This election was conducted by theOffice of Registrar of Trade Unions Govt. of West Bengal. In the election Garden ReachWorkshop Mazdoor & Staff Union emerged as 'Sole Bargaining Union' for 02 years w.e.f03 Dec 21. Management made all arrangements to ensure smooth conduct of the elections.

(ii) Signing of Memorandum of Settlement with Unionised employees ofDEP Unit Ranchi

The Memorandum of Settlement (MoS) for unionized category of employeesof DEP Unit Ranchi was signed with 04 Unions representing unionized employees of DEPRanchi on 03 July 2021. The MoS was signed for 10 years' periodicity from 01 January 2017to 31 December 2026. The MoS was implemented and arrears paid in the month of September2021.

Human Resource Development

Your Company is nurturing and developing a well-balanced workforce oftalented individuals who can contribute towards enhancing organization's growthtrajectory. The Company has undertaken various initiatives to enhance the efficiency ofthe workforce in an atmosphere that encourages pursuit of individual excellence andcohesive teamwork. In FY 2021-22 your company has prepared and implemented a well-definedAnnual Training Plan covering technical leadership managerial effectiveness functionalcross-functional and behavioural competencies development topics for all categories ofemployees. During the year 2480 training man-days were achieved through various trainingprogrammes. Due to the pandemic scenario most of the training programmes were conductedthrough online mode by nominating participants in various online workshops/conferences/webinars organized by external agencies/training providers in India. In-housetraining programmes were also conducted by inviting faculty/ trainers from reputedinstitutions/agencies.

The Company has also promulgated a revised policy on Competency Mappingto develop a robust competency mapping framework at the shipyard.

Apprenticeship Training under Apprentices Act: The company has trained260 Apprentices during FY 2021-22. Apprentices are engaged under Trade ApprenticeGraduate Apprentices and Technician Apprentice categories and their total strength isapprox. 15% of total manpower strength which is over and above the statutory requirementof 2.5%. The Company has a dedicated Apprentice Training School named Technical TrainingCentre for conducting apprenticeship training. Apart from the technical training variousdevelopment programmes were conducted for overall personality development of theapprentices. Safety awareness training sessions were conducted for all apprentices beforethey are placed for on job training in the yard.

New HR Initiatives Group Safety Training Kiosk

Your company has been at the forefront of transforming the landscape ofits work place. As a part of its safety cultural transformation inside shipyard theCompany has introduced a system-based safety training facility for Contractors' workmenthrough installation of a Group Safety Training Kiosk (GSTK) with the motto to ensure zeroaccident at workplace.

Employee Satisfaction Survey

Employee Satisfaction is one of the key metrics that can help determinethe overall health of an organization. Online Employee Satisfaction Survey was conductedfor Officers and Supervisors for the year 2021. The objective of the survey was to measureemployee satisfaction at GRSE on parameters like Quality of Work Life (Work Environment)Company People Policies & Practices (Compensation/ Benefits/ Facilities)Communication Learning & Development Rewards & Recognition. A substantial numberof employees actively participated in the survey and candidly submitted their responses.The response of the employee's satisfaction survey was analysed and many initiatives arebeing undertaken based on feedback captured through the survey.

Contract Labour Management Software

Your Company has installed Contract Labour Management Software (CLMS)in all the three shipbuilding units as a part of digitisation drive to bring transparencyas well as to ensure robust and real-time compliance by contractors in respect of theirworkmen deployed inside the factory premises.

Workplace Covid Vaccination Centre

In order to ensure better performance from the workforce during theCovid 19 pandemic situation your Company with the support of Health Dept. Govt. of WestBengal has started Covid Vaccination Centre inside the Company's premises and providedfree vaccination for permanent employees and contractors' workers.

MoD Swachhata Pakhwada

As a part of Swachh Bharat Abhiyan GRSE observed MOD Swachhta Pakhwadafrom 01 Dec to 15 Dec 21 and several events/ activities were conducted inside and outsidethe units of GRSE. Your company was conferred the 2nd prize in DPSU Swachhta PakhwadaCompetition by MoD.

PERSONS WITH DISABILITIES (PWD)

The Company extended all necessary relaxations /concessions to theemployees with disabilities as per the Statute / Govt. directives. During the year 2021the Company has recruited 01 PWD out of total recruitment of 43 employees.

EMPOWERMENT OF WOMEN

The women representation is 4.97% of the total strength in the Companyat the end of the FY 2021-22. During 2021 04 lady employees have been appointed out of 43which is 9.3%.

SAFETY AT WORK

The Shipyard has strived to ensure safe working environment to achievethe objective of "zero accident". In order to achieve the same systematicapproach to safety management has been adopted through close monitoring and implementationof safety norms and procedures at work place. Your company has achieved a safety frequencyrate of 3.02 during the year 2021-22.

INDUSTRIAL SECURITY

GRSE is a vital organisation with national importance and is classifiedas special security zone by both State and Central Government and the security of theestablishments has got national importance. The physical security of the shipbuildingunits of your Company has been entrusted to the Central Industrial Security Force (CISF).Twenty four hours water-front patrolling with armed personnel and a robust CCTV systemcovering all critical and important locations are in place.

OFFICIAL LANGUAGE

Your Company is committed to adhere to the Official Language (OL)policy of the Government of India (Gol). During the year 202122 the Company has achievedthe various targets prescribed in the Annual Programme 2021-22 issued by Dept. of OLMinistry of Home Affairs (MHA) Gol to transact official work in Hindi. The efforts madetowards implementation of Official Language include:

(a) Hindi Month Celebrations: Hindi Month and Hindi Day was observedduring September month in all the Units and Offices of the Company. During the monthemployees of the Company participated enthusiastically in various programs andcompetitions.

(b) Official Language Implementation Committee: Official

Language Implementation Committee (OLIC) meetings were conducted onquarterly basis under the chairmanship of Chairman & Managing Director to review theprogress made by various departments.

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

AWARDS & RECOGNITIONS

Your Company has received the following prestigious awards andrecognitions during the year under review:

(a) Ranking of GRSE at 'Fortune The Next 500 - 2021' list: GRSEwitnessed a phenomenal improvement in its ranking from 123rd position in 2020with a giant leap to 40th position in 2021 in the Fortune Next 500 2021 List ofcompanies in India.

(b) Recognition for GRSE Quality Circle Teams: Four teams conferredwith 'Par Excellence' award and three teams were conferred with 'Excellence' award in theNational Council for Quality Circle (NCQC) 2021.

(c) National Awards for Corporate Excellence 2021: In the

Category - "Innovative Leader in Manufacturing" conferred on27 Aug 21.

(d) Asian Leadership Award 2021 for 'CEO of the Year' in the categoryof Excellence in Branding and Marketing: Asian Leadership Award 2021 for 'CEO of the Year'in the category of Excellence in Branding and Marketing.

(e) 8th Governance Now PSU Awards: Governance Now 8thPSU Awards in the Categories "CSR Commitment" "Digital PSU""Research & Innovation" and "Communication Outreach" conferred toGRSE on 29 Jul 21.

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 SEBIListing Regulations and also the Guidelines on Corporate Governance for CPSEs issued byDepartment of Public Enterprises except with respect to the composition of Board ofDirectors viz. appointment of Independent Directors including a Woman Director andconsequence compliances related to Statutory Committees. GRSE being a Government Companythe power to appoint Directors vests with the Government of India and the Company hasprovided necessary intimations to the Administrative Ministry for filling up the post ofIndependent Directors including that of a Woman Director. The Company also strives tocomply with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

Further Department of Public Enterprise Guidelines on CorporateGovernance for CPSEs provide that CPSEs would be graded on the basis of their compliancewith the Guidelines. DPE has graded GRSE as "Very Good" for the year 2021-22.

In terms of Regulation 34 of the SEBI Listing Regulations and DPEGuidelines a Report on Corporate Governance along with Compliance Certificate issued byM/s. Maheshwari R & 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 whichincludes four (4) Whole-Time Directors five (5) Part-Time NonOfficial (Independent)Directors including one (1) Woman Director and one (1) Government Nominee Director.

During the year 2021-22 the following changes took place in the Boardof Directors and of Key Managerial Personnel (KMP) of your Company:

Sl. Name of No. Director Designation Date of Appointment Date of Cessation
1 Dr. Biswapriya Roychoudhury Independent Director - 15 Aug 2021
2 Cmde Sanjeev Nayyar IN (Retd.) Director (Shipbuilding)

-

31 Dec 2021
3 RAdm Vipin Kumar Saxena IN (Retd.) Chairman & Managing Director

-

28 Feb 2022
4 Shri Sanjay Dattatraya Panse Independent Director 27 Dec 2021 -

DIRECTORS RETIRING BY ROTATION

Pursuant to Section 152(6) of the Companies Act 2013 and Article 206and 207 of Article of Association of the Company Shri Ramesh Kumar Dash Director(Finance) & CFO who has served on the Board of Directors and the longest amongst theretiring directors is liable to retire by rotation and being eligible offers himselffor reappointment.

DECLARATION AND MEETING OF CRITERIA BY INDEPENDENT DIRECTORS

During the financial year 2021-22 the Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe criteria of independence as prescribed under the Companies Act 2013 the Guidelineson Corporate Governance for CPSEs issued by the Department of Public Enterprises and theSEBI Listing Regulations. Further in the opinion of the Board the Independent Directorsfulfil the conditions prescribed under the SEBI Listing Regulations and are independent ofthe management of the Company. The Independent Directors of the Company have confirmedthat they have registered themselves with the Indian Institute of Corporate Affairs(IICA) and have included their name in the databank of Independent Directors within thestatutory timeline and they will also appear for the online proficiency test within theprescribed time wherever applicable.

MEETINGS OF INDEPENDENT DIRECTORS

During the year 2021-22 Meeting of Independent Directors was not helddue to non-availability of requisite number of Independent Directors.

MEETINGS OF THE BOARD

Seven (07) meetings of the Board of Directors were held during the yearunder review. For further details please refer to the ‘Report on CorporateGovernance'.

REMUNERATION POLICY & EVALUATION OF BOARD'S PERFORMANCE

Your Company is a Government of India company under the Ministry ofDefence. Presently the Directors of the Company are the Presidential appointees and theirremuneration is fixed in accordance with the DPE Guidelines. Accordingly Articles 194 and216 of the Articles of Association of your Company states that the President of India willappoint Directors and determine their remuneration. Since the Board level appointmentsare made by President of India the evaluation of performance of such appointees is alsodone by the Government of India.

AUDIT COMMITTEE

As on 31st March 2022 and during the FY 2021-22 the AuditCommittee was not reconstituted due to non-availability of adequate number of IndependentDirectors on the Board of the Company in line with Section 177 of the Companies Act2013 the DPE Guidelines on Corporate Governance for CPSEs 2010 and the SEBI ListingRegulations. The Independent directors of your Company are appointed by the President ofIndia acting through the Government of India and such appointment is pending at their end.

During the year all the agenda items which are required to bediscussed at the Audit Committee were directly placed to the Board for discussion andapproval.

For further details please refer the ‘Reporton CorporateGovernance'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act2013 your Directors hereby confirm that: -

(a) In the preparation of the annual accounts for the year ended 31March 2022 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 31 March 2022and 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 'going concern'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. Mookherjee Biswas & Pathak.Chartered Accountants Kolkata as the Statutory Auditors of your Company for thefinancial year 2021-22.

The Comments of the C&AG u/s 143(6) of the Companies Act 2013 onthe Financial Statements of the Company for financial year 2021-22 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. Chatterjee & Co. Cost Accountants Kolkata as the Cost Auditors of your Companyfor the financial year 2021-22 to conduct audit of cost records maintained by yourCompany.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 the Board of yourCompany has appointed M/s. Vinod Kothari & Co. Practicing Company Secretaries toconduct Secretarial Audit of the Company for the FY 2021-22. The Secretarial Audit Reportof M/s. Vinod Kothari & Co. is placed at Appendix - "C" to this Report. TheSecretarial Audit Report has no adverse remarks. However the Secretarial Auditor observedthat the Company did not have requisite number of Independent Directors including WomanIndependent Director. The Secretarial Auditor also observed that the Audit Committee andHR Nomination and Remuneration Committee was not constituted during the Financial Year2021-22 and also Stakeholder Relationship Committee Risk Management Committee andCorporate Social Responsibility & Sustainability Committee were not constituted from15 Aug 2021 to 11 Feb 2022 due to inadequate number of Independent Directors in the Boardof the Company during the FY 2021-22.

The Company being a Government Company under the administrative controlof the Ministry of Defence the appointment/nomination of Directors (includingIndependent Directors and Woman Director) are made by the Government of India throughPresidential Order as per the Government guidelines. The Company on several occasions hasrequested to the Ministry of Defence (MoD) Government of India for appointment ofrequisite number of Independent Directors on the Board. The appointment/ nomination orderfrom the Government is awaited.

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

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 year2021-22 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 was filed with the National Stock Exchange of IndiaLimited and BSE Ltd. There are no 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 2021-22.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 OF THECOMPANIES 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 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 asAppendix - "D" to this Report as required under section 134(3)(h) of theCompanies Act 2013. The Company has a Policy on Related Party Transactions which can beaccessed at https://grse.in/wp-content/uploads/2022/04/Policy-for-Related-Party-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 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 blower cansend written communications to the Chairman & Managing Director of your Company (orany person to whom he has delegated his power). Alternatively the whistle blower may sendsuch 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 athttps://grse.in/wp- content/uploads/2022/04/Whistle-Blower-Policy-1.pdf.

ANNUAL RETURN

In accordance with the Companies Act 2013 the Annual Returns in theprescribed format (Form MGT-7) will be available on your Company's website athttps://grse.in/annual-returns/.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report as required under theSEBI Listing Regulations and the DPE Guidelines on Corporate Governance for CPSEs formspart of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

GRSE believes in cultivating socially sustainable inclusive developmentwhich can contribute to build better sustainable community and touch lives of millions ofpeople positively specifically the marginalized segment residing in the vicinity of theproduction Units by undertaking CSR initiatives. In last few years GRSE has created apositive footprint within the society to make a meaningful difference in the lives ofpeople by continually aligning its CSR initiatives to the goals for sustainabledevelopment.

The GRSE CSR Policy was amended in accordance with the Companies(Corporate Social Responsibility Policy) Amendment Rules 2021 issued by Ministry ofCorporate Affairs (MCA) vide its Gazette notification no. G.S.R.40 (E) dated 22 Jan 2021.The revised GRSE CSR & Sustainability Policy was promulgated on 07 Sep 2021 and can beaccessed on the website of the Company.

The focus areas of Company's CSR initiatives include Health careNutrition Education Skill development Infrastructure development of educationalinstitutes cleanliness campaigns under Swachh Bharat Mission sanitation and hygienemainstreaming differently abled persons and improving the quality of life of themarginalized segment. Keeping in view the spread of COVID-19 in India GRSE embarked onnoble ventures of Covid prevention initiatives like installation of medical oxygengeneration plants and other healthcare facilities for the marginalized segment ofpopulation residing in the vicinity of the factory premises. Thrust was also given formainstreaming the differently abled and holistic development of underprivileged tribalchildren including provisioning of nutritional supplements especially when this segmentwas hard hit by the pandemic. The Annual report on CSR projects/ activities undertaken inFY 2021-22 has been appended as Appendix- "E".

RISK MANAGEMENT

103. Pursuant to the Regulation 21 of SEBI Listing Regulations theCompany has constituted a Risk Management Committee. The details of the Committee and itsterms of reference Risk Management

Policy etc. are set out in the Corporate Governance Report and adetailed 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 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 Listing 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 2021-22 has been drawn up and appended tothis Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls withreference to financial statements. A detailed note on Internal Financial Controls isprovided in the Management Discussions and Analysis Report which forms part of thisreport.

CONSERVATION OF ENERGY TECHNOLGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Your Company being a Government Company engaged in producing defenceplatforms 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 MCA vide its notification GSR No.680 (E) dated 04 Sept 2015 has granted exemption toDefence 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 provisionsof the RTI Act.

RTI matters are being executed as per the provisions of the Right toInformation Act 2005 and rules therein. During the year 2021-22 a total of 119 in numberRTI requests through online/offline mode were received while opening balance fromprevious year was brought forward to 8. A total of 96 in number RTI applications werereplied to during the year and 1 in number RTI Application was transferred to otherconcerned Department of Govt. of India and remaining 30 in number RTI applications weretaken as 'carried forward' to the year 2022-23. The Quarterly Returns are being uploadedon the CIC's website as well as on the DOPT website. Proactive Disclosures of Informationwere updated on the website of GRSE under RTI Link as directed by CIC. In compliance withthe provision of section 26 of the RTI Act 2005 an In-house Awareness Programme on RTIAct was conducted during the year 2021-22.

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 atWorkplace (Prevention Prohibition and Redressal) Act 2013 the Internal Committee wasreconstituted on 18 Aug 17 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:

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

(b) Number of complaints disposed off during the year: Nil

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

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

(e) Number of meetings of Internal Committee conducted during the year:Two

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 examination of facts of each case with due diligence by the concerneddepartments. During the year under review 2021-22 a total of 25 no. of public grievancesthrough online/ offline mode were received while opening balance of 1 no. from previousyear was brought forward. All the above mentioned 26 no. of public grievances wereresolved within 2021-22. Company's official website has provided a link to the PG portalto enable the citizens to file grievance online.

VIGILANCE ACTIVITIES

The main thrust of the Vigilance Department is to ensure transparencyfairness & probity in all spheres of activities of the Company. Towards this focus ofthe 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 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 varioussources and appropriate actions were taken.

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

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

(d) As per the directives of CVC training to officers on PreventiveVigilance has been started from Nov 2020. The Two day Training Programme is beingconducted for 20 officers each month.

(e) Annual Property Returns filed by the officers were scrutinized.Vigilance status of officers was assessed at various stages. The implementation ofactionable points is being monitored through quarterly reports and submitted to MoDinforming the status of action taken.

(f) The following Vigilance Activities have been made online in 2022:

(i) Submission of Annual Property Return

(ii) Processing of Vigilance Clearance of employees

(g) Agreed list was drawn up with the CBI and close liaison was alsomaintained with the CBI.

(h) The Company observed Vigilance Awareness Week during 26 Oct - 01Nov 2021 and carried outreach activities for employees and their families.

(i) Meetings with C&MD were held with CVO at regular intervals todiscuss the status of vigilance cases.

INTEGRITY PACT

One of the initiatives of the Central Vigilance Commission (CVC) toeradicate corruption in procurement activity is the purpose for introduction of IntegrityPact in large value contracts. In line with the directives from Ministry of Defence andthe CVC your Company has adopted Integrity Pact with all vendors / suppliers /contractors / service providers for all Orders / Contracts of value Rs 2 crore and above.

The Integrity Pact essentially envisages an agreement between theprospective vendors/bidders and the principal (GRSE) committing the persons/officials ofboth sides not to resort to any corrupt practices in any aspect/stage of the contract.Only those vendors/bidders who commit themselves to such a Pact with the principal wouldbe considered competent to participate in the bidding process. Integrity Pact in respectof a 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 disqualificationof the bidders and exclusion from future business dealings.

As recommended by the CVC the Company has appointed Shri GirishShankar IAS (Retd.) and Shri R Kuppan IRSME (Retd.) as Independent External Monitors ofthe Company and they completed their 3 years' tenure on 25 Dec 2021. Subsequently ShriBam Bahadur Singh and Shri Pidatala Sridhar IRS (Retd.) as Independent External Monitors(IEMs) for a period of three years from 26 Dec 2021 for monitoring implementation ofIntegrity Pact in the Company. During the Financial Year 2021-22 the IEMs monitored 224contracts and held structured meetings with the Chairman & Managing Director.

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 PrincipalDirector of Commercial Audit Exofficio Member of the Audit Board Bengaluru PrincipalController of Defence Accounts (Navy) Mumbai Controller of Defence Accounts (Navy)Kolkata Registrar of Companies the Department of Public Enterprises the SecuritiesExchange Board of India the National Stock Exchange of India Limited and BSE Limited.

The Directors wish to place on record their appreciation to itsStatutory Cost Internal and Secretarial Auditors Company's Bankers Trade Unions andall 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/-
Cmde Hari P R IN (Retd.)
Place: Kolkata Chairman & Managing Director
Dated: 26th July 2022 DIN: 08591411

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