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Great Eastern Shipping Company Ltd.

BSE: 500620 Sector: Infrastructure
NSE: GESHIP ISIN Code: INE017A01032
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OPEN 692.95
PREVIOUS CLOSE 691.00
VOLUME 5147
52-Week high 714.00
52-Week low 265.05
P/E 6.76
Mkt Cap.(Rs cr) 9,728
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 692.95
CLOSE 691.00
VOLUME 5147
52-Week high 714.00
52-Week low 265.05
P/E 6.76
Mkt Cap.(Rs cr) 9,728
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Great Eastern Shipping Company Ltd. (GESHIP) - Director Report

Company director report

Your Directors are pleased to present the 74th Annual Report on thebusiness operations and the Financial Statements of your Company for the financial yearended March 312022.

FINANCIAL PERFORMANCE

The financial results of your Company (standalone) for the financialyear ended March 31 2022 are presented below:

(Rs. in crores)

2021-22 2020-21
Total Revenue 2966.39 2892.85
Total Expenses 2135.84 1826.98
Profit before tax 830.55 1065.87
Less : Tax Expenses 18.88 35.74
Profit for the year 811.67 1030.13
Retained Earnings
Balance at the beginning of the year 2135.71 1344.39
Add:
- Profit for the year 811.67 1030.13
Less:
- Other Comprehensive Loss 12.51 19.13
- Transfer to Tonnage Tax Reserve 150.00 180.00
- 2nd Interim Dividend on Equity Shares (FY 2019-20) - 39.68
- Final Dividend on Equity Shares (FY 2020-21) 132.27 -
- 1st Interim Dividend on Equity Shares (FY 2021-22) 66.13 -
- Tax on Buyback of equity shares 29.96 -
Balance at the end of the year 2556.51 2135.71

The net worth of your Company as on March 312022 was Rs. 6571.43crores as compared to Rs. 6097.99 crores for the previous year.

The financial statements have been prepared in accordance with theIndian Accounting Standards (IndAS) notified under the Companies (Indian AccountingStandards) Rules 2015.

DIVIDEND

During the year your Directors declared and paid first interimdividend of Rs. 4.50 per share. Subseguent to the end of the year your Directors declaredsecond interim dividend of Rs. 5.40 per share. The aggregate outflow on account of theequity dividend for the year will be Rs. 143.23 crores.

Your Directors have not recommended any final dividend for the yearunder review.

BUYBACK OF EQUITY SHARES

During the year under review your Company announced buyback of itsequity shares from the open market through stock exchanges at a price not exceeding Rs.333 per share for an aggregate amount not exceeding Rs. 225 crores.

The buyback commenced on January 07 2022 and is scheduled to close onJuly 6 2022. As on date of this Report your Company has bought back 4199323 equityshares of Rs. 10 each for an aggregate amount of Rs. 133.23 crores.

Conseguent upon the buyback the paid-up equity share capital of yourCompany was reduced from Rs. 1469664840 comprising of 146966484 equity shares ofRs. 10 each to Rs. 1427671610 comprising of 142767161 equity shares of Rs. 10 each.

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY PERFORMANCE

In Financial Year 2021-22 (FY 22) your Company recorded a total incomeof Rs. 2966.39 crores (Previous Year Rs. 2892.85 crores) and earned a PBIDT of Rs. 1542.78crores (Previous Year Rs. 1731.83 crores).

MARKET ANALYSIS CRUDE TANKER MARKET

Crude tanker freight rates remained around opex levels for most of theyear in FY22 but experienced a sudden spurt starting end-Feb 2022 due to theRussia-Ukraine conflict. Overall FY22 earnings were significantly lower than FY21earnings.

The main reasons for subdued earnings were:

1. Products demand and therefore refinery runs rebounded sharply duringFY22 from the lows of FY21. However both demand and refinery runs were still much belowpre-pandemic levels.

2. OPEC+ continued to unwind their production cuts but actualproduction remained significantly below pre-pandemic level.

3. Crude trade remained flat during FY22 as backwardation in crudeprices resulted in inventory drawdown which kept the need for imports lower. Traderemained about 10% below pre-Covid levels.

4. On the other side fleet grew by 1.3% during the year and vesselsin floating storage were released which added another 0.5% to the fleet supply overhang.

Rates witnessed a sudden spurt in March 2022 due to the Russia-Ukraineconflict which prompted western countries to impose sanctions against Russia. Althoughenergy was excluded from the sanctions the usual trade patterns were disrupted byself-sanctioning by many companies and owners' unwillingness to call Russian ports. Asusually happens the inefficiency caused by the disruption led to more demand for shipspushing freight rates up. This was more pronounced in the Aframax sizes.

The table below captures the market spot earnings of the Suezmax andthe Aframax type of ships over the financial year (in USD/day).

FY 22 FY 21 YOY CHANGE
Suezmax 9078 18856 -52%
Aframax 13609 14465 -6%

PRODUCT TANKER MARKET

As in the case of crude tankers product tanker freight rates alsoremained at record low levels for most of FY22 but recovered significantly towards end Feb2022 due to the Russia-Ukraine conflict. Overall earnings were significantly lower inFY22 as compared to FY21.

While the reasons were similar to those mentioned for crude tankermarket a couple of additional factors were observed for product tankers during the year.They are as follows:

1. Jet fuel demand continued to struggle as air-traffic stayedsignificantly below pre Covid levels. Even at the end of FY22 jet demand remained 20%below pre-pandemic levels.

2. Product trade increased by 6% YoY during FY22. Unlike the crudetrade which remained about 10% below pre-Covid levels product trade was down by onlyabout 3.5%.

3. The relative tightness in product tanker markets compared to crudetanker markets prompted many LR2 owners to switch their vessels from dirty trade intoclean trade.

The table below captures the market spot earnings of the LR and MR typeof ships over the financial year (in USD/day).

FY 22 FY 21 YOY CHANGE
MR - Avg. Earnings 7597 12040 -37%
LR1 MEG-Asia Earnings* 7489 16886 -56%

* Earnings of LRIs on the Middle East to Far East route

ORDERBOOK AND OUTLOOK

Demand for oil products is expected to rise as economies across theworld continue to remove Covid related restrictions. With crude oil and oil productsinventory significantly below 5-year average levels incremental oil demand is expected tobe increasingly met by seaborne trade. Further OPEC+ will continue to unwind theirproduction cuts which would increase crude supply in the market. With oil prices aboveUSD 100/bbl non-OPEC countries particularly the US are also expected to increase theircrude production. However macro worries driven by high commodity prices and risinginterest rates/inflation will be an overhang over world GDP growth and therefore oildemand growth.

Apart from demand side factors the Russia-Ukraine conflict is likelyto be a significant driver of the tanker market in the short term. Sanctions are likely totake a toll on Russian exports thereby reducing seaborne volumes. On the other handsanctions may boost ton-miles as Russian exports increasingly shift towards Asiancountries and Europe replaces Russian oil with distant sources like North America WestAfrica and the Middle East.

The orderbooks for crude and product tankers are at about 7% and 5% ofthe fleet respectively the lowest levels in the last 25 years. Therefore fleet supplygrowth is likely to remain under control especially considering that most of the yardslots are booked through till end of 2024.

In a stark divergence from freight earnings asset values increasedduring the year for crude as well for product tankers. This increase can be attributed torising new building prices owing to surging steel prices while multi-year high scrapprices supported values for older tankers. Values have increased anywhere between 5%-20%depending upon the age profile and the type of the vessel.

LPG CARRIER MARKET

During FY22 VLGC earnings averaged ~ 30% lower YoY as compared toFY21. Despite this drop VLGC earnings remained reasonably healthy throughout the year.

The main factors driving the VLGC market during FY22 were:

1. Global VLGC trade increased ~ 4.5% YoY mainly driven by increase inUS LPG exports. Middle East LPG exports also started recovering during second half of theyear.

2. On the supply side the in-water VLGC fleet grew by ~ 6% YoY duringFY22.

3. Effective VLGC fleet supply growth was marginally lower due tohigher congestion and increase in number of scheduled dry dockings.

4. Bunker prices increased 65% YoY having a negative impact on realizedearnings.

The table below captures the market spot earnings of VLGC type of shipsover the financial year (in USD/day).

FY 22 FY 21 YOY CHANGE
VLGC Earnings 32125 45530 -29%

ORDER BOOK AND OUTLOOK

US LPG production is expected to grow further due to favorable NGL fracmargins going forward. US LPG inventories have already started recovering from all-timelows. Additionally Middle East LPG production is also expected to increase as OPEC+increases output on the back of strong oil price.

LPG trade growth is likely to sustain mainly driven by increase infeedstock demand in petrochemical sector. LPG continues to remain price competitive tonaphtha. In addition scheduled commissioning of new PDH plants in China would supportincrease in import demand into Asia. Retail demand growth in India is expected tonormalize as most of the new (free) connections under the PMUY scheme have already beenprovided and refills may not happen at the same rate going forward.

Congestion at Panama Canal continues to remain a wild card as newbooking rules prioritize other ship categories over VLGCs which could lead to congestionduring peak demand months. VLGC asset values gained marginally during the year.

However VLGC orderbook is quite high at 21% of the fleet and thiscould present headwinds to freight market and possibly asset values.

DRY BULK CARRIER MARKETS

Dry Bulk freight rates hit multi year highs in FY22 (highest sinceFY08/09) underpinned by a) strong demand recovery on the back of improved economy afterthe COVID-19 induced market collapse and b) modest fleet supply led by strong congestion.Sub-Capes performed better than Capes with earnings up 134% to 170% YoY vs Cape earningsthat were up 104% YoY.

The key factors behind the strong freight market were:

1. Recovery in global industrial activity improved demand for dry bulkcommodities especially minor bulks and coal.

2. Minor bulks trade remained strong throughout the year on the back ofstrong demand for goods in the west and exceptionally high container market - which led toswitching of some minor bulk cargoes from containerships to dry bulk vessels.

3. Coal demand was exceptionally strong as we approached winter. Lowcoal inventories (in China and India) amidst rising power demand and urgency to replenishstocks before winter led to a sudden spurt in demand.

4. A major factor that supported the freight market was increasedcongestion at ports. So rising dry commodities demand periodic resurgence of Covidvariants (which slowed port operations) and weather disruptions (typhoon in China)increased congestion to decadal highs.

The table below shows the market spot earnings of the variouscategories of dry bulk ships over the financial year (in USD/day):

FY 22 FY 21 YOY CHANGE
Capesize 32642 16012 104%
Panamax 26593 11373 134%
Supramax 28728 10631 170%

ORDERBOOK AND OUTLOOK

Currently the outlook for 2022 seems to Indicate a reasonably firmrate environment. Much like 2021 this could be due to low fleet growth and possiblestrong congestion (supported by record high container rates). The risk to rates are 1)Potential aggressive moves by China to cap commodity imports to prioritize domestic outputinstead (e.g. coal) 2) Continuous steel production cuts in China to prioritize emissioncontrols 3) Potential drought in South America that could reduce grain exports from theregion and 4) The Russia-Ukraine conflict that can have a negative impact on grain exportsand other commodities.

The current dry bulk orderbook stands at 6.6% of the fleet which Isaround its lowest since Jan 1996.

FLEET SIZE AND CHANGE DURING THE YEAR

As on March 31 2022 your Company's fleet stood at 45 vesselscomprising 31 tankers (8 crude carriers 18 product carriers 5 LPG carriers) and 14 drybulk carriers (2 Capesize 7 Kamsarmax 5 Supramax) with an average age of 12.55 yearsaggregating 3.57 mn dwt.

During the financial year your Company took delivery of a Midsize GasCarrier 'Jag Vikram' and a Supramax Bulk Carrier 'Jag Rajiv'.

During the financial year your Company sold and delivered to thebuyers a Midsize Gas Carrier 'Jag Vayu' and an Aframax Crude Oil Carrier 'Jag Lata'.

A detailed Asset Profile section forms part of this Annual Report.

KEY FINANCIAL RATIOS

Conventional return ratios are not appropriate to assess theperformance or condition of your Company for the following reasons:

1. A very significant part of the return in shipping comes from theappreciation in the value of the asset itself. This does not enter the Profit and Lossaccount except at the time of sale.

2. In recent years due to the change in accounting standards theCompany's profits have been affected very significantly by the movement in exchange rates.This has generally had the effect of increasing the Company's profits when the rupeeappreciates against the US Dollar and of reducing its profits when the rupee depreciatesagainst the US Dollar. In reality the depreciation of the rupee against the US Dollarimproves the profitability of the Company.

Considering the cyclical and highly volatile nature of the shippingindustry the ability to survive weak markets and if possible even take advantage ofthem Is critical to success. The Company therefore believes that following are the keyfinancial ratios applicable to its business:

1. Gross and Net PebfiFquity Ratio - This shows the extent of leveragetaken by the business both at a gross level and net of the cash and cash equivalentsheld. Net debt:equity Is a standard ratio used in assessing a shipping company'screditworthiness.

There has been a drop in these ratios over the course of FY 22 as aresult of the repayment of debt during the year.

FY 22 FY 21
Gross 0.52 0.61
Net 0.06 0.10

2. Cash Debt Service Coverage Ratio - This represents the Company'sability to meet its debt servicing obligations. It Is the sum of the PBIDT plus the cashand cash equivalents held by the Company divided by the expected debt service paymentsover the next 12 months.

This ratio stood at 5.95 as of end FY 22 versus 6.33 at the end of theprevious financial year. The decrease In the ratio Is due to (I) decreased PBIDT and (II)decrease In cash and cash equivalents In FY22.

3. Net Debt:PBIDT - This shows the number of years earnings It wouldtake to cover the repayment of the debt which Is not covered by the cash and equivalents.The ratio was 0.24 as of end FY 22 versus 0.34 as at the end of the previous financialyear. The change was mainly due to the drop In net debt.

4. Return on net worth - The ratio was of 12.81% for FY 22 versus18.45% for FY 21. Profitability was lower during the year as a result of sharply lowertanker markets which was not fully compensated by stronger bulk carrier markets. Thesehave been explained In the above sections. In addition the movement In exchange rates hada negative Impact on the P & L In FY 22 as against a positive Impact In the previousyear.

RISKS AND CONCERNS

Your Company has carried out a detailed exercise to identify thevarious risks faced by your Company and has put in place mitigation control andmonitoring plans for each of the risks. Risk owners have been identified for each riskand these risk owners are responsible for controlling the respective risks. The efficacyof these processes is monitored on a regular basis by Risk Committees for the differentareas in order to make continuous improvement and is further reviewed by the RiskManagement Committee currently consisting of Mr. Bharat K. Sheth Chairman Mr. BerjisDesai Ms. Rita Bhagwati Dr. Shankar Acharya Mr. Tapas Icot and Mr. G. Shivakumar.

The Board of Directors and Audit Committee are regularly briefed onyour Company's risk management process.

The material risks and challenges faced by your Company are as follows:

ECONOMIC RISK:

Shipping is a global business whose performance is closely linked tothe state of the global economy. Therefore if global economic growth is adverselyimpacted it could have an unfavourable effect on the state of the shipping market.

GEO-POLITICAL RISK:

OPEC nations control more than one third of the world oil supply.Therefore their decision on whether to comply with (or extend) crude production targetscan have a material impact on the crude product and LPG freight markets.

Many of the countries producing and exporting crude oil are politicallyvolatile. Any change in the political situation in these countries may alter thesupply-demand scenario. This would have a consequential impact on the tanker market.

Issues such as sanctions and wars may also affect shipping markets.

TRADE BARRIERS:

Trade disputes between countries can turn into trade wars with erectionof tariff and non-tariff barriers. The manner in which such barriers are implemented couldhave significant impact on trade volumes and routes.

CHINESE ECONOMY:

China has been a major driver of global growth especially forcommodities. If the economy falters or changes its policy towards import of various goodsthe consequential damage to shipping will be significant.

CHALLENGES FACED BY THE SHIPPING BUSINESS EARNINGS VOLATILITY:

The shipping industry is a truly global business with a host of issuespotentially impacting the supply demand balance of the industry. This results intremendous volatility in freight earnings and asset values.

Your Company attempts to manage that risk in various ways.

If your Company believes that the freight market could weaken it mayenter into time charter contracts ranging from 6 months to 3 years or use freightderivatives to hedge the risk. Another method of managing risk is by adjusting the mix ofassets in the fleet through sale or purchase of ships.

Your Company also ensures that assets are bought at cheap prices ascapital cost is a major cost component. Your Company hopes to weather the depressedmarkets better than most players in the business by having among the lowest fleetbreak-evens.

Your Company operates ships in different asset classes and differentmarkets. This ensures that your Company's fortunes are not fully dependent upon a singlemarket.

LIQUIDITY RISK:

The sale and purchase market and time charter markets are not alwaysliquid. Therefore there could be times when your Company is not able to position theportfolio in the ideal manner.

FINANCE RISK:

Your Company's business is predominantly USD denominated as freightrates are determined in USD and so are ship values. Your Company has its liabilities alsodenominated in USD. Any significant movement in currency or interest rates couldmeaningfully impact the financials of your Company.

SHIPBOARD PERSONNEL:

Indian officers continue to be in great demand all over the world.Given the unfavourable taxes on a seafarer sailing on an Indian flagged vessel it isbecoming increasingly difficult to source officers capable of meeting the modern-daychallenges of worldwide trading.

CYBER RISK:

A new and worrying threat to our business is cyber risk. Your Companyis taking steps to secure its assets and systems from this threat including by havingsuitable protection in place and by constant training to employees on how to avoid suchissues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has instituted internal financial control systems whichare adequate for the nature of its business and the size of its operations. The policiesand procedures adopted by your Company ensure the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of the accountingrecords and timely preparation of reliable financial information.

The systems have been well documented and communicated. The systems aretested and audited from time to time by your Company and internal as well as statutoryauditors to ensure that the systems are reinforced on an ongoing basis. Significant auditobservations and follow up actions thereon are reported to the Audit Committee.

No reportable material weakness or significant deficiencies in thedesign or operation of internal financial controls were observed during the year.

The internal audit is carried out by a firm of external CharteredAccountants (Ernst & Young LLP) and covers all departments. Your Company also has anindependent Internal Audit Department. Apart from facilitating the internal audit by Ernst& Young LLP the Internal Audit Department also conducts internal audit as per thescope decided from time to time.

Both Ernst & Young LLP and Head (Internal Audit) report to theAudit Committee in their capacity of internal auditors of your Company.

In the beginning of the year the scope of the internal audit exerciseincluding the key business processes and selected risk areas to be audited are finalisedin consultation with the Audit Committee. All significant audit observations and follow upactions thereon are reported to the Audit Committee.

The Audit Committee comprises of Mr. Cyrus Guzder (Chairman) Mr. RajuShukla and Ms. Rita Bhagwati all of whom are Independent Directors and Mr. Berjis Desaiwho is the Non-Executive Director on the Board of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by yourCompany in accordance with the Indian Accounting Standards (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 2015. The audited Consolidated FinancialStatements together with Auditors' Report thereon form part of the Annual Report.

The group recorded a consolidated net profit of Rs. 629.68 crores forthe year under review as compared to net profit of Rs. 918.52 crores for the previousyear. The net worth of the group as on March 31 2022 was Rs. 8051.30 crores as comparedto Rs. 7704.27 crores for the previous year.

SUBSIDIARIES

The statement containing the salient features of the financialstatements of your Company's subsidiaries for the year ended March 31 2022 is attachedalong with the financial statements of your Company.

The report on performance of the subsidiaries is as follows:

GREATSHIP (INDIA) LIMITED MUMBAI

Greatship (India) Limited (GIL) a wholly owned subsidiary of yourCompany and one of India's largest offshore oilfield services providers has completedanother challenging year of operations. In financial year 2021-22 GIL has recorded atotal Income of Rs. 615.74 crores (previous year Rs. 567.56 crores) on a standalone basisand Rs. 730.18 crores (previous year Rs. 668.22 crores) on a consolidated basis. In thecurrent financial year GIL has earned a profit before interest depreciation (includingimpairment) & tax of Rs. 165.56 crores (previous year Rs. 159.16 crores) and Rs.216.80 crores (previous year Rs. 205.75 crores) on a standalone and consolidated basisrespectively. GIL's net loss for the current financial year is Rs. 149.05 crores (previousyear Rs. 134.29 crores) and Rs. 143.69 crores (previous year Rs. 131.12 crores) on astandalone and consolidated basis respectively.

GIL alongwith its subsidiaries currently owns and operates eighteenvessels and four jack up drilling rigs. The operating fleet of eighteen vessels comprisesof four Platform Supply Vessels (PSVs) four R-Class Supply Vessels eight Anchor HandlingTug cum Supply Vessels (AHTSVs) and two Multipurpose Platform Supply and Support Vessels(MPSSVs).

GIL has the following four wholly owned subsidiaries whose performanceduring the year is summarised hereunder:

1. Greatship Global Energy Services Pte. Ltd. Singapore (GGES)

GGES has incurred a net loss of USD 0.02 Mn for the current financialyear as against the net profit of USD 0.20 Mn in the previous year. The net loss in thecurrent year has been on account of reduction in the interest rates resulting into reducedinterest on bank deposits and the net profit in the previous year has been on account ofthe interest received on bank deposits.

2. Greatship Global Offshore Services Pte. Ltd. Singapore (GGOS)

GGOS owns and operates two Multi-purpose Platform Supply and SupportVessels and one R-Class Supply Vessel. GGOS has earned a net profit of USD 2.93 Mn for thecurrent financial year as against the net profit of USD 2.05 Mn in the previous year.

3. Greatship (UK) Limited United Kingdom (GUK)

GUK's net loss for the current financial year amounted to USD 0.32 Mnas against the net profit of USD 0.01 Mn in the previous year. The net loss in the currentyear has been on account of foreign exchange difference which arose on account of thereimbursement of expenses to parent company and the net profit in the previous year isattributable to the interest received on bank deposits/exchange gain on forex.

4. Greatship Oilfield Services Limited India (GOSL)

During the year under review GOSL has been exploring possible businessopportunities and has incurred certain expenses resulting into net losses of ' 0.01 crorefor the current financial year same as the net loss of ' 0.01 crore in the previous year.

THE GREATSHIP (SINGAPORE) PTE. LTD. SINGAPORE

The Greatship (Singapore) Pte. Ltd. is a wholly owned subsidiary ofyour Company. The Greatship (Singapore) Pte. Ltd. does shipping agency business for theships owned by your Company. During the year ended March 31 2022 there were 62 shipcalls at Singapore. The company's loss for the current financial year amounted to SS94640 as against the profit of SS 2991 in the previous year.

THE GREAT EASTERN CHARTERING LLC (FZC) U.A.E.

The Great Eastern Chartering LLC (FZC) is a wholly owned subsidiary ofyour Company. During the year ended March 31 2022 the company made a loss of USD 3.12 Mn(previous year net profit of USD 3.88 Mn). The company had invested in shares of somelisted shipping companies during the year and these shares were valued at USD 14.17 Mn asof March 312022.

During the year the company made an investment of USD 10.50 Mn inequity shares of its wholly owned subsidiary The Great Eastern Chartering (Singapore)Pte. Limited Singapore.

THE GREAT EASTERN CHARTERING (SINGAPORE) PTE. LTD. SINGAPORE

The Great Eastern Chartering (Singapore) Pte. Ltd. is a wholly ownedsubsidiary of The Great Eastern Chartering LLC (FZC) UAE. During the financial year endedMarch 312022 the company made a loss of USD 6.47 Mn (previous year profit of USD 0.01Mn). The company held positions in dry bulk freight futures as of March 312022.

The company received an investment of USD 10.50 Mn in its equity sharesfrom its parent The Great Eastern Chartering LLC (FZC) U.A.E.

GREAT EASTERN CSR FOUNDATION INDIA

Great Eastern CSR Foundation (Foundation) is a wholly owned subsidiaryof your Company which handles the CSR activities of your Company and

its subsidiaries. The Foundation received a total contribution of Rs.6.61 crores from your Company during the year ended March 31 2022. The Foundation spentRs. 6.62 crores on CSR activities during the year.

Details of CSR activities carried out by Great Eastern CSR Foundationare set out in the reports on CSR activities which form part of this Annual Report. GREATEASTERN SERVICES LIMITED INDIA

Great Eastern Services Limited is a wholly owned subsidiary of yourCompany. The company has not yet started its commercial operations. The company made aloss of Rs. 45800 for the year ended March 312022 as compared to a loss of Rs. 32198for the year ended March 312021.

DEBT FUND RAISING

During the year fresh debt of Rs. 162.38 crores was raised. The grossdebt:equity ratio as on March 312022 was 0.52:1 (including effect of currency swaps onrupee debt was 0.59:1) and the debt:equity ratio net of cash and cash equivalents as onMarch 31 2022 was 0.06:1 (including effect of currency swaps on rupee debt was 0.12:1).Your Company redeemed non-convertible Debentures aggregating to Rs. 200 crores during theyear and also settled the swaps relating to those debentures.

HEALTH SAFETY ENVIRONMENT AND QUALITY (HSEQ)

The last couple of years have been very challenging for the shippingindustry. The outbreak of COVID-19 and its impacts worldwide cannot be overstated.Hundreds of millions of people around the globe were infected by the disease with manysuffering from severe and life-threatening symptoms. Pandemic throwed up variouschallenges which are not only limited to crew change or logistics support to the shipbut also to keep people motivated and focused. However your Company's committed teams onboard and ashore ensured the implementation of risk-based Disease Outbreak plan helping inminimizing its impact on business operations to a large extent. Regardless to say the teamis still on the job with continued sincerity as there are signs of a fresh wave in fewparts of the world.

Your Company believes in ensuring clean seas reducing generation ofwaste and avoiding pollution at sea. This year your Company has had zero non-compliancewith MARPOL and zero spills to sea.

Your Company cares for its employees and during these challenging timesof pandemic extraordinary measures were taken to give priority to their health andsafety. Arrangements like continued work from home option for all shore employees vesseldiversion for crew sign on/sign off 1-Call remote expert counselling service enhancedpre-employment mental examination from the experts and a dedicated crew relationshipofficer for managing their welfare and to enhance their relationship with the organizationwere some of the measures.

Your Company has taken several initiatives to foster the safety cultureon board which includes introduction of tools to avoid injuries such as Whip- checkdevice finger saver and 3M™ Protect? Rebel Self-Retracting Lifeline andcontinuation of GESCO safety culture course and Dynamic Safety Trainings. Theseinitiatives have started yielding results and have translated into reduction of Lost timeInjury with Zero Fatalities or Partial / Total disability cases.

Your Company conducted exclusive vaccination drives for seafarers onboard and on vacation. 85.6% and 12.8% were fully and partially vaccinated respectively.Similar programs were done for shore employees and their families in Ocean House. All ofthe shore employees are now fully vaccinated except for some maternity cases.

Your Company's vessel 'Jag Rani' was involved in a rescue operation ofa seafarer at sea. It was done while vessel was enroute to Jeddah. 3rd Officer had fallenoverboard from another vessel in the vicinity while working on lifeboat. He was picked upfrom sea using a life buoy & cargo net and was provided with warm clothing food andwater. Later he was safely disembarked.

In its effort to reduce the GHG emissions your Company has fitted itsvessels with Mewis Duct LED lighting and applied superior antifouling coatings onselected vessels this fiscal. In its journey towards decarbonization your Companyconducted successful ship trials with a low carbon alternate fuel (biofuel blend) on oneof its vessels. These fuels are generally considered to be carbon neutral because theamount of carbon dioxide (C02) they emit during combustion tends to be absorbed by sourceplants etc. during their growing stage. The biofuel blend used for trials was certifiedby International Sustainability and Carbon Certification (ISCC) and complying with EURenewable Energy Directive (RED II) requirements.

Your Company also successfully conducted Its first drone deliveryoperation trials at Singapore anchorage on the vessel 'Jag Arnav'. This will help yourCompany in reducing its scope 3 emissions and provide an option of contactless delivery.

Environmental initiatives working group was formulated who shall bedoing research on the feasibility of use of alternate fuels technologies and retrofitsfor use on your Company's existing fleet.

In the effort to streamline the organization structure and consolidatefunctions the Training & Assessment and Vessel Performance Cells were moved under theHSEQ department. This will also help in overall value creation by better collaboration andimplementation.

TRAINING AND ASSESSMENT

Keeping in mind your Company's endeavour to man the entire fleet with apool of competent confident and well-trained seafarers the Training and Assessment cellhas continued to manage and satisfactorily conduct mandatory and recommendatoryvalue-added training for the seafarers.

The challenges due to ongoing COVID 19 pandemic faced by the departmentduring the past year are minimized to Quite an extent however continuing in some areas.During the pandemic your Company commenced online facilitation of various in-housetrainings. Your Company also worked with the maritime training institutes to move some ofthe existing training online and developed some new online trainings. Training andAssessment department continued to work jointly with various partners in training not onlyin India but also globally to shift the focus from classroom training to online training.

In view of the new maritime regulatory reguirements and updatedtraining matrix the department developed and conducted various in-house training moduleswith assessment viz. DANAOS ISM Module LSA FFA Module Inventory of Hazardous MaterialTraining Cyber Security Online Module Main Engine & Boiler Water-Chemical TreatmentIncident Investigation Training Risk Assessment Training Environmental Officer TrainingCourse and Induction Program etc.

In addition various other value-added Courses (beyond the TrainingMatrix) were conducted on e-platforms.

The department continued conducting the competency assessments forevery rank of seafarers. Clearing these competency assessments Is a mandatory reguirementof your Company for recruitment and promotions of the seafarers.

Training and Assessment portal developed in-house Is being used tomonitor the Training Need Identification and monitoring of its effectiveness.

IT INITIATIVES

Your Company's focus on technology initiatives which includes newplatform implementation application consolidation Business Continuity Process (BCP) andCybersecurity Governance have enabled your Company to conduct smooth business operationssafe from cyberthreat and helped in embarking on major change initiative of 'Rise withSAP S/4 HANA' ERP implementation. These changes will bring in industry best practicesprocess standardization improvement bring transparency and audit compliance. Theorganization's technology enablement and collaboration platform ensured zero disruptionduring pandemic lockdown period and BCP got demonstrated as live use case.

In FY 2021-22 IT department has focused on the following majorinitiatives:

APPLICATION CONSOLIDATION INITIATIVE

To ensure efficient and effective performance of business supportsystem your Company has partnered with SAP and has gone for latest 'Rise with SAP s/4HANA' which Is a complete enterprise resource planning (ERP) system with built-inintelligent technologies including Al machine learning and advance analytics.Implementation of SAP will be done in FY 2022-23.

Last year your Company had partnered with Danaos (Greece basedshipping software company) for their powerful maritime software suite which Is anintegrated and unified environment between ship and office. In Phase 1 your Company hasimplemented Planned Maintenance System (PMS) for Technical Department. In the secondPhase your Company has Implemented HSEQ modules and Implementation of commercial andoperations modules Is In progress.

BUSINESS CONTINUITY PLAN

Your Company is committed to ensure that its systems are resilient andensured high availability in case of any disaster scenarios. They are designed with strongbusiness continuity plan. It enabled IT to respond quickly to any kind of disruption andbe prepared with a strong recovery and response time to make systems available withminimum restoration time and data loss. In FY 2021-22 your Company ensured continuity ofcritical business operations through various technology initiatives so that business canrun smoothly during or after the crisis.

Technology transformation initiatives like Modernised InfrastructureCloud-first strategy and setup of complete Disaster Recovery Site (DR) has helped yourCompany to run the business from Work from Home (WFH) without compromising on employeeproductivity.

Work from Home (WFH): Your Company has ensured that there are zerocybersecurity incidents 100% application availability and provided 24x7 remote support(earlier 9x5 support) to ships for smooth business operations.

SHIP IT MANAGEMENT

Your Company improvised the solution to have centralized platform forremote monitoring maintenance and management of the entire IT and connectivityinfrastructure onboard including network devices satellite terminals operating systemsapplications OT details with low controlled bandwidth requirements. Below are thefeatures of the solution:

• Asset management

• Network visualization

• Remote monitoring and management

• Software update and patching mechanism

• Alert mechanism for server and system for CPU memory storageissues

• Remote installation and uninstallation of software

Ships well connected with high bandwidth continued to help to cut downthe travel costs by quick access for expert advice from office to resolve technicalissues. Major Dry Dock operations had also been carried out on multiple ships throughvideo conferencing.

CYBER RESILIENCE

Cybersecurity will continue to be on top priority in the internationalmaritime sector. Your Company has strengthened the cybersecurity posture for ships andshore to protect the integrity of the organization's information and IT assets.

Governance through 'Sea Hawk' an Al & ML based security applicationhas helped the team to protect the organization from any advanced level cyber threat.

FUTURE ROADMAP

Your Company is committed to continue technology modernizationinitiatives and is planning to carry out industry benchmarking and technology gap analysisexercise to detail out continual improvement plans and roadmap for future. Your Company isplanning to take up initiative to adopt best practices in shipping industry and its keyfocus areas for coming year will be adoption and stabilization of new SAP ERP systemprocess automation leading to operational efficiency improvements Strategic andAnalytical Dashboards development to support decision making adoption of lOT and RPA toautomate the mundane tasks and improve productivity.

HUMAN RESOURCES

The second wave of the Covid-19 pandemic and the onslaught of Omicronvariant compelled the organization to defer resumption of the office till next fiscal yearand hence employees continued to work from home during this year. The organization tookproactive measures to facilitate double vaccination of its shore and floating staffthrough tie ups with eminent hospital chains across India and onsite vaccinationcampaigns.

Focus on training continued through online delivery of the programs aswell as tie ups with learning platforms such as Linkedln learning and Nomadic. Programs oncoaching for leadership roles ethics and governance communication POSH awarenesssessions and specific marine programs were held during the year. A program based onpositive psychology by leveraging one's strengths using Clifton Strengthfinder wasorganized for 120 shore employees.

Your Company signed a four-year wage settlement with Shore Union duringthe year. Settlement is effective from 1 July 2021.

Retention of the shore staff for the year was 97%.

Total number of shore staff and ship board personnel was 249 and 1812respectively at the end of the year.

GREAT EASTERN INSTITUTE OF MARITIME STUDIES (GEIMS)

Whilst the world has been striving hard to overcome the effects of theCovid-19 pandemic the Maritime Training Institutes like most other schools and collegeswere most adversely affected. The Great Eastern Institute of Maritime Studies was no lessaffected and had to overcome multiple challenges including effectiveness of on-linetraining. With the coming and going of each wave of the pandemic (all in a span of fewmonths from October 2021 till March 2022) we had to re-open close and then recentlyre-open the college finally for physical lectures as per the Government and DirectorGeneral of Shipping Office directives. Each time it caused severe disruption in schedulesand delayed course completion of the batches. All these challenges were successfullyovercome and the Institute is now back to full strength and all batches are in the campusnow. Despite all this the selection recruitment and training programs have continuedunhindered and all faculty and staff have manfully toiled to make things happenseamlessly.

During FY 2021-22 a total of 293 cadets passed out from the NauticalMarine Engineering Electrical Technology and GP Rating courses. The Institute alsoadmitted 435 new cadets during the year in these 4 courses.

The Institute was audited and certified for Quality Management SystemISO 2008-2015 by Indian Register of Shipping. An impressive result of 97.5% during theComprehensive Inspection Programme (CIP) Audit of Director General of Shipping wasobtained thus maintaining the "OUTSTANDING" rating since inception.

The Institute was awarded the 'Maritime Training Institute of the Year'award at the Samudra Manthan awards in December 2021. The Institute was also awarded the'Best Training Institute Award' by National Maritime Day Celebrations Committee in April2022 as part of the National Maritime Day Celebrations. These dual awards are recognitionenough to show that the Institute is indeed one of the best managed and operated MaritimeInstitutes in India.

Your Company proposes to construct a state-of-the-art museum on theGEIMS premises which would serve as an effective primer for understanding the maritimeindustry your Company's historical and present role in facilitating trade and theimportance of a seafarer's role within this overall context.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has always been conscious of its role as a good corporatecitizen and strives to fulfil this role by running its business with utmost care for theenvironment and all the stakeholders. Your Company looks at Corporate SocialResponsibility (CSR) activities as significant tool to contribute to the society.

The Board of Directors of your Company has constituted a Committee ofDirectors known as the Corporate Social Responsibility Committee comprising of Mr. VineetNayyar (Chairman) Mr. Cyrus Guzder and Mr. Bharat K. Sheth to steer its CSR activities.

Copy of the Corporate Social Responsibility Policy of your Company asrecommended by the CSR Committee and approved by the Board is enclosed as 'Annexure A'.The CSR Policy is also available on the website of your Company: www.greatship.com.

The CSR Policy is implemented by your Company through Great Eastern CSRFoundation a wholly owned subsidiary of your Company specifically set up for thepurpose.

During FY 2021-22 Rs. 6.61 crores were contributed by your Company toGreat Eastern CSR Foundation for undertaking CSR activities as against the mandatoryrequirement of spending Rs. 5.03 crores as per the provisions of Section 135 of theCompanies Act 2013.

The Annual Report on CSR activities is enclosed herewith as"Annexure B".

DIRECTORS

Following appointments / re-appointments were approved by the membersat their Annual General Meeting held on July 29 2021:

• Re-appointment of Mr. G. Shivakumar as a Director of theCompany liable to retire by rotation.

• Appointment of Mr. Urjit Patel as an Independent Director of theCompany for a term of 5 years w.e.f. August 012020.

• Re-appointment of Mr. Tapas Icot as 'Executive Director' of theCompany for a term of 3 years w.e.f. November 02 2021.

Mr. Urjit Patel resigned as an 'Independent Director' of the Companywith effect from January 31 2022. Due to his new full-time work assignment the attendanttime constraint compelled Mr. Urjit Patel to tender his resignation.

Your Directors place on record their appreciation for the valuableguidance and support extended by Mr. Urjit Patel during his tenure as an IndependentDirector of the Company.

The Board of Directors at its meeting held on May 06 2022 appointedMr. Shivshankar Menon Mr. T N. Ninan and Mr. Uday Shankar as Additional Directors andIndependent Directors of the Company for a term of 3 years w.e.f. May 06 2022. They bringwith them years of rich experience and knowledge of working with private sector as well aspublic services which will be of immense benefit to your Company.

Mr. Shivshankar Menon Mr. T N. Ninan and Mr. Uday Shankar beingAdditional Directors cease to be the Directors of the Company on the date of the ensuingAnnual General Meeting and are reguired to be appointed by the members. Notices underSection 160 of the Companies Act 2013 have been received in respect of their appointmentas Independent Directors of the Company.

The Board of Directors at its meeting held on May 06 2022re-appointed Mr. Bharat K. Sheth as 'Deputy Chairman & Managing Director' for a periodof 3 years w.e.f. April 01 2023 and Mr. G. Shivakumar as 'Executive Director' for aperiod of 3 years w.e.f. November 14 2022.

Mr. Tapas Icot shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Appointments of Mr. Shivshankar Menon Mr. T N. Ninan and Mr. UdayShankar as 'Independent Directors' re-appointment of Mr. Bharat K. Sheth as 'DeputyChairman & Managing Director' re-appointment of Mr. G. Shivakumar as 'ExecutiveDirector' and re-appointment of Mr. Tapas Icot as a 'Director retiring by rotation'reguire your approval at the ensuing Annual General Meeting.

Necessary resolutions for their appointments / re-appointments havebeen included in the Notice convening the ensuing Annual General Meeting.

As per the provisions of the Companies Act 2013 Independent Directorsshall not be liable to retire by rotation. The Independent Directors of your Company havegiven the certificate of independence to your Company stating that they meet the criteriaof independence as mentioned under Section 149(6) of the Companies Act 2013 and underRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Reguirements) Regulations2015. In the opinion of the Board all the Independent Directors are persons of integrityand possess relevant expertise and experience to effectively discharge their duties asIndependent Directors of the Company.

The policies on Director's appointment and remuneration includingcriteria for determining Qualifications positive attributes independence of Director andalso remuneration for key managerial personnel and other employees are enclosed herewithas Annexures 'C' and 'D'.

The details of remuneration as reguired to be disclosed pursuant to theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosedas Annexure 'E'.

During the year Mr. Bharat K. Sheth who is also the Non-executiveChairman of Greatship (India) Ltd. (Gil) a wholly owned subsidiary of the Company was inreceipt of remuneration of Rs. 5.40 lakhs for FY 2020-21 from GIL. The Board of Directorsof GIL have approved payment of remuneration of Rs. 9 lakhs for FY 2021-22 to Mr. BharatK. Sheth subject to GIL's shareholders' approval.

BOARD MEETINGS

During the year 6 meetings of the Board were held. The details ofBoard meetings as well as Committee meetings are provided in the Corporate GovernanceReport.

BOARD EVALUATION

With a view to bring in objectivity and independence in the process ofperformance evaluation of the Board its Committees and individual Directors your Companyengaged the services of Grant Thornton Bharat LLP ('GTBL') to assist in conductingperformance evaluation for FY 2021-22. The Performance Evaluation Framework of yourCompany was accordingly modified to enable the same.

GTBL conducted the assessment in line with the regulatory reguirementsand leading practices in the market and submitted its 'Board Assessment Report'. Theannual performance evaluation of the Board its committees and all the Directorsindividually was done based on the 'Board Assessment Report' submitted by GTBL.

Pursuant to the provisions of the Companies Act 2013 a separatemeeting of Independent Directors reviewed performance of your Company Board as a whole andNon-Independent Directors (including Chairman) of your Company.

The Board of Directors reviewed the performance of IndependentDirectors and Committees of the Board. Nomination and Remuneration Committee also reviewedperformance of your Company and every Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) of the Companies Act2013 the Board of Directors hereby state that:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors in the case of a listed company had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.

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

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamentalto the business of your Company since its inception. A separate report on CorporateGovernance is provided together with a certificate from the practicing Company Secretaryregarding compliance of conditions of Corporate Governance as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Your Company has formally adopted the 'National Guidelines onResponsible Business Conduct' ('NGRBC') issued by Ministry of Corporate Affairs. Theapplicable aspects of the principles of NGRBC have been suitably incorporated in theinternal policy framework and operating processes followed by your Company.

The Business Responsibility and Sustainability Report as per the formatspecified by Securities & Exchange Board of India forms part of this Annual Report.Though not mandatory yet your Company has voluntarily decided to publish it.

A separate section on ESG (Environment Social & Governance) alsoforms part of this Annual Report.

Copy of Annual Return as required under Section 92(3) of the CompaniesAct 2013 has been placed at the website of your Company www. greatship.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

With a view to create safe workplace your Company has formulated andimplemented Sexual Harassment (Prevention Prohibition and Redressal) Policy in accordancewith the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. For the purpose of handling and addressingcomplaints regarding sexual harassment your Company has constituted Internal ComplaintCommittee with an external lady representative (who has the requisite experience in thisarea) as a member of the Committee. To build awareness in this area your Company alsoconducts awareness programmes within the organisation.

During the year no complaints with allegations of sexual harassmentwere received by the Company.

VIGIL MECHANISM

Your Company has established a vigil mechanism (Whistle Blower Policy)for Directors and employees to report genuine concerns. The Whistle Blower Policy providesfor adeguate safeguards against victimisation of persons who use such mechanism and makeprovision for direct access to the Chairperson of the Audit Committee in appropriate orexceptional cases.

A copy of the Whistle Blower Policy is available on the website of yourCompany: www.greatship.com

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on dealing with Related PartyTransactions a copy of which is available on the website of your Company:www.greatship.com

The particulars of contracts or arrangements with related parties inForm AOC 2 is annexed herewith as "Annexure F".

All the related party transactions have been entered into by yourCompany in the ordinary course of business and on arm's length basis.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of your Company is available on thewebsite of your Company: www.greatship.com

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION CONSERVATION OF ENERGY

In order to align with IMO's GHG emission reduction targets and toprepare for a low carbon future your Company has been undertaking various initiativesabout enhancing energy efficiency in its business operations. The same have also beendescribed in detail in the ESG Report which forms part of this Annual Report.

ENERGY SAVING TECHNOLOGIES

In our efforts to reduce emissions your Company has implementedfollowing energy efficiency projects on various vessels during this financial year. Few ofthese will help us in complying with new IMO MARPOL Annex VI regulations - EEXI & CIIreguirements on emission reduction:

• Mewis duct - 06 vessels at an additional cost of USD 1.46 Mn.Mewis Duct is a device which improves the flow of water on to propeller and thus itsefficiency. It also helps in reduction of underwater noise.

• LED lighting - 05 vessels at an additional cost of USD 0.10 Mn.Cost of USD 0.03 Mn has also been committed for the LED lighting projects under progress.LED lights are energy efficient as compared to traditional lights such as fluorescenthalogen and incandescent lights.

• High performance paints - For a typical ship loss of energythrough hull resistance is around 30% and this increases with growth of hull roughness dueto biofouling. To minimize growth of biofouling your Company has applied superioranti-fouling coatings on 10 vessels during their respective dry dockings in this financialyear. The additional cost incurred for application of the superior anti-fouling coatingswas USD 1.89 Mn.

During the year saving of USD 3.47 Mn was achieved in fuel cost frompropulsion energy saving retrofits (viz. Mewis Duct Propeller Boss Cap Fins KappelPropeller) and use of superior anti-fouling hull coatings carried out on fleet vessels inprevious years. This fuel saving also resulted in reduction of C02 emission by 18537.15 MTduring the year.

COMPLIANCE WITH IMO DCS AND EU MRV REGULATIONS

With effect from January 01 2019 all vessels above GT 5000 aremandatorily reguired to report their annual fuel consumption distance sailed and sailinghours and certain other technical features of individual ships to its Flag State and uponsatisfactory verification of the data Flag States in turn are obliged to submit such datato International Maritime Organization (IMO) all as per Regulation 22A - Collection andreporting of ship fuel oil consumption data of MARPOL Convention Annex VI. The data willbe used by IMO for making future policy decision with respect to further reduction of GHGemission from ships on international trade. Your Company has developed ship specificreguired Data Collection Plans which describes the procedure of collection Qualitycontrol storage and transmission of relevant data and the same have been approved byRecognized Organizations (RO). Data for the calendar year 2021 have been submitted to R.Oby the due date for their review.

Similar exercise for corresponding reguirement of European Union butapplicable to vessels which have made commercial voyages to or from EU for the calendaryear 2021 has been completed.

QUANTIFICATION AND REPORTING OF GHG EMISSION

Your Company since FY 2015-16 has started to capture and quantify GHGemission from its business operations in a transparent and standardized manner for theinformation of stakeholders of your Company on a voluntary basis. The GHG emissionquantification and reporting has been done taking into account:

• ISO 14064-1 (2006) Greenhouse gases - Part 1: Specification withguidance at the organization level for quantification and reporting of greenhouse gasemissions and removals and

• The Greenhouse Gas Protocol - A Corporate Accounting andReporting Standard (Revised edition) published by World Business Council for SustainableDevelopment and World Resources Institute.

COMPLIANCE WITH ENERGY EFFICIENCY EXISTING SHIP INDEX (EEXI) AND CARBONINTENSITY INDICATOR (CII)

In preparation for the new regulations of Energy Efficiency ExistingShip Index (EEXI) which is coming into force from January 01 2023 your Company hasperformed sample EEXI calculations for all its fleet vessels with the support ofClassification Societies and plan to fully comply through a combination of engine powerlimitation (EPL) and other energy savings devices like MEWIS duct etc. Your Companyintends to complete the whole process well before the due date.

Your Company has developed an inhouse program for tracking andmonitoring of Carbon Intensity Indicator (CII) ratings for all its vessels. This will helpthe organization in timely identifying the vessels which require improvement andappropriate actions can be planned accordingly.

AUDITORS

Pursuant to the provisions of Section 139 of Companies Act 2013Deloitte Haskins & Sells LLP were appointed as the Statutory Auditors of your Companyat the Annual General Meeting held on August 10 2017 to hold office till the conclusionof the ensuing Annual General Meeting.

Since Deloitte Haskins & Sells LLP has completed its first term asprescribed under Section 139(2) of the Companies Act 2013 the Audit Committee and theBoard of Directors have recommended their re-appointment as Statutory Auditors for secondterm to hold office from the conclusion of the ensuing Annual General Meeting till theconclusion of the 79th Annual General Meeting to be held in calendar year 2027.

Necessary resolution for their re-appointment has been included in theNotice convening the ensuing Annual General Meeting.

The report given by the Auditors on the financial statements of yourCompany is part of this Report. There has been no qualification adverse remark ofdisclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013your Company appointed M/s. Mehta & Mehta Company Secretaries to undertake theSecretarial Audit of your Company for the financial year ended March 312022.

The Secretarial Audit Report of your Company is annexed herewith as"Annexure G".

The Secretarial Audit Report of Greatship (India) Limited the materialunlisted Indian subsidiary of your Company is annexed herewith as "Annexure H".

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Outgo are as follows:

 

(Rs. in crores)

a) Foreign Exchange earned on account of freight charter hire earnings sales proceeds of ships etc. 1990.50
b) Foreign Exchange used including operating expenses capital repayment down payments for acquisition of ships (net of loan) interest payment etc. 2271.28

OTHER DISCLOSURES

Particulars of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to thefinancial statements.

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is not reguired by yourCompany.

Neither any application was made nor any proceeding was pending underthe Insolvency and Bankruptcy Code 2016 in respect of your Company during or at the endof the financial year 2021-22.

The disclosures on valuation of assets as reguired under Rule 8(5)(xii)of the Companies (Accounts) Rules 2014 are not applicable.

APPRECIATION

Your Directors express their sincere thanks to all customerscharterers vendors investors shareholders shipping agents bankers insurancecompanies protection and indemnity clubs consultants and advisors for their continuedsupport throughout the year. Your Directors also sincerely acknowledge the significantcontributions made by all the employees through their dedicated services to your Company.A special mention needs to be made about the shipboard personnel who have soldieredtirelessly to keep global supply chain open even in the phase of the Covid-19 pandemic.Your Directors look forward to their continued support.

For and on behalf of the Board of Directors

K.M. Sheth

Chairman

(DIN: 00022079)

Mumbai May 6 2022

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