garden reach shipbuilders engineers ltd share price Directors report

Dear Shareholders,

Your Board of Directors takes great pleasure in presenting the Annual Report on the performance of your Company and its Audited Financial Statements for the Financial Year ended 31^st March 2023, together with Reports of the Statutory Auditors and the Comptroller & Auditor General of India (C&AG) thereon.

Directors Report

FINANCIAL PERFORMANCE

FINANCIAL PERFORMANCE

The financial performance of your Company has been the best ever during the financial year 2022-23. During the year, the Company has registered an improvement in Revenue from Operation by 46% by registering Rs.2,561.15 crore against Rs.1,754.45 crore in the previous year. During the year, the Company has also registered growth in EBIDTA and PAT by 19% and 20%, respectively.

The financial highlights for the financial 2022-23 and 2021-22 are summarized below:

Particulars	2022-23	2021-22
Value of Production	2,547.84	1,745.28
Revenue from Operation	2,561.15	1754.45
Profit Before Depreciation, Interest and Tax	350.86	294.38
Finance Cost	6.48	1.43
Depreciation	39.17	35.71
Profit Before Exceptional Items & Tax	305.22	264.93
Exceptional Item	-	(7.69)
Profit Before Tax	305.22	257.24
Provision for Tax	77.09	67.71
Profit After Tax	228.12	189.53
Other Comprehensive Income (Net of Tax)	0.54	1.12
Total Comprehensive Income	228.67	190.65

The financial position of your Company as on 31 March 2023 and 31 March 2022 is appended below:

Particular	As on 31 March 23	As on 31 March 22
Capital Employed	1,413.82	1,257.89
Gross Block	729.70	687.03
Net Block	507.61	500.65
Working Capital	654.25	569.04
Net Worth	1,413.82	1,257.89
Value Added	953.81	810.88
Value of Production	2,547.84	1,745.28
Profit Before Exceptional Items & Tax	305.22	264.93
Exceptional Item	-	(7.69)
Profit Before Tax	305.22	257.24
Particular	As on 31 March 23	As on 31 March 22
Ratios: (%)
Profit before interest and tax: Capital	21.81	20.33
Employed (%)
Profit after tax: Net Worth (%)	16.14	15.07
Gross Profit: Capital Employed (%)	24.55	23.14
Profit Before Tax: Value of Production (%)	11.98	14.74
Value of Production: Capital	178.27	137.17
Employed (%)
Ratios	FY – 23	FY - 22
Current Ratio (In times)	1.07	0.93
Return on Equity (%)	17.08%	15.83%
Trade Receivables Turnover Ratio (In times)	25.33	10.65
Trade Payable Turnover Ratio (In times)	4.19	2.20
Return on Capital Employed (%)	21.81%	20.33%

Value of Production

Your company has achieved the highest ever Value of Production (‘VoP) of Rs.2,547.84 crore as against Rs.1,745.28 crore during the previous year. The comparative VoP for the three Divisions of the Company are as follows:

Year	Ship Division	Engineering Division	Engine Division	Misc.	Total
2022-23	2,454.89	69.82	22.97	0.16	2,547.84
2021-22	1,620.16	70.32	54.27	0.53	1,745.28

Net Worth

During the year under review, your Company has reported Net worth of Rs.1,413.82 crore as on 31 March 2023 against Rs.1,257.89 crore as reported on 31 March 2022.

Value Addition

The Value added during the financial year under review was Rs.953.81 crore as against Rs.810.88 crore during the previous year. The Value added per employee was Rs.54.60 lakh as compared to Rs.45.30 lakh during the previous year.

Appropriations

Considering the financial performance of your Company in the year 2022-23, the Board of Directors are pleased to recommend the following appropriations from the disposable surplus:

Profit After Tax	228.12
Other Comprehensive income for the year, Net of Tax	0.54
Total Comprehensive income for the period	228.67
Less:
Final Dividend of FY 2021-22 on the Paid-up Capital	9.74
Interim Dividend of FY 2022-23	63.00
Balance retained in Statement of Profit & Loss	155.93

Contribution to Exchequer

Your Company has made a contribution of Rs.79.98 crore to the National Exchequer during the financial year 2022-23 by way of Income Tax and GST.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the top one thousand listed entities shall formulate a Dividend Distribution Policy. Accordingly, the Board of Directors of the Company has formulated a Dividend Distribution Policy keeping in view the provisions of SEBI Listing

Regulations, the Companies Act, 2013 and Guidelines issued by the Department of Public Enterprises (DPE) and the Department of Investment and Public Asset Management (DIPAM). The Policy is available on the Companys website at https://grse.in/wp-content/ uploads/2022/04/GRSE-Dividend-Distribution-Policy.pdf

Dividend

Pursuant to the approval of the Board of Directors on 10 February 2023, your Company has paid an interim dividend of Rs.5.50/- per equity share of face value of Rs.10/- each to Shareholders who were on the Register of Members as on 20 February 2023, being the record date fixed for this purpose. Further, the Board, at its meeting held on 24 May 2023 has recommended a dividend of Rs.0.70/- per equity share of face value of Rs.10/- each for the financial year 2022-23. Thus, the total dividend for the financial year 2022-23, if approved by the Shareholders, would be Rs.6.20/- per equity share.

MOU Rating

Your Company has been rated "Very Good" with a score of 85.44 out of 100 as per MoU Evaluation for FY 2021-22 by the Department of Public Enterprises. This is a remarkable achievement as GRSE is one of the two DPSU Shipyard to attain ‘Very Good rating. Further, on the basis of actual achievements vis-?-vis parameters laid down in the MoU signed with the Government of India, your Company is expected to be rated "Excellent" for its performance during the FY 2022-23.

SHIPBUILDING

The Company has achieved a total shipbuilding income of Rs.2,454.89 crore during 2022-23 as against Rs.1,620.16 crore in 2021-22. During the year, One Fast Patrol Vessel for Indian Coast Guard, built and delivered by GRSE on 31 Dec 2022, and the same was also commissioned on 12 Jan 2023. Further, the details of vessels under construction in your Company as on 31 Mar 2023 are as follows:

Project / Vessel Type	No. of Vessels
Project P-17A for Indian Navy	03
Survey Vessel (Large) for Indian Navy	04
ASW-SWC for Indian Navy	08
NG OPV for Indian Navy	04
Total Ships	19
Patrol Boats for Govt. of Bangladesh	6
NG Ferry for Govt of West Bengal	1

The Shipyard has also completed construction of an Ocean-Going Cargo cum Passenger Vessel for the Govt. of Co-operative Republic of Guyana (South America). The vessel was transported from GRSE to Georgetown, Guyana and commissioned on 23 Apr 2023 in the august presence of HE Dr Mohammad Irfan Ali, Honble President Cooperative Republic of Guyana, Brigadier (Retd.) Mark Anthony Phillips, Prime Minister, Cooperative Republic of Guyana, Dr. S Jaishankar, External Affairs Minister of India and several cabinet ministers of the Cooperative Republic of Guyana.

The Shipyard also completed major milestones on various projects during the financial year as follows:

Commissioning

Sl. No. Ship	Yard	Date
(a) Fast Patrol Vessel for ICG	2118	12 Jan 2023

Delivery

Sl. No. Ship	Yard	Date
(a) Ocean-Going Cargo cum	2119	15 Dec 2022
Passenger Vessel for Guyana
(b) Fast Patrol Vessel for ICG	2118	31 Dec 2022

Launching

Sl. No. Ship	Yard	Date
(a) 2nd Survey Vessel Large	3026	26 May 2022
(b) 2nd Project P-17A	3023	15 Jul 2022
(c) 3rd Survey Vessel Large	3027	26 Nov 2022
(d) 1st Anti-Submarine Warfare	3029	20 Dec 2022
Shallow Water Craft (ASW SWC)
(e) 2nd Anti-Submarine Warfare	3035	21 Mar 2023
Shallow Water Craft (ASW SWC)

Keel Laying

Sl. No. Ship	Yard	Date
(a) 3rd Anti-Submarine Warfare	3030	17 Jun 2022
Shallow Water Craft (ASW SWC)
(b) 6th Anti-Submarine Warfare	3031	17 Jun 2022
Shallow Water Craft (ASW SWC)
(c) 4th Survey Vessel Large	3028	17 Jun 2022
(d) 4th Anti-Submarine Warfare	3033	31 Dec 2022
Shallow Water Craft (ASW SWC)
(e) 5th Anti-Submarine Warfare	3036	31 Dec 2022
Shallow Water Craft (ASW SWC)
(f) Next Generation Electric Ferry	2120	19 Jan 2023

Start Production

Sl. No. Ship	Yard	Date
(a) 4th Anti-Submarine Warfare	3033	01 Jul 2022
Shallow Water Craft (ASW SWC)
(b) 7th Anti-Submarine Warfare	3032	27 Oct 2022
Shallow Water Craft (ASW SWC)
(c) 5th Anti-Submarine Warfare	3036	01 Nov 2022
Shallow Water Craft (ASW SWC)

Contract signed CONTRACT SIGNED

Sl. No. Ship	Yard	Date
(a) 04 Nos. Next Generation	3037-40	30 Mar 2023
Offshore Patrol Vessels (NGOPV)

SHIP REPAIR

The Ship Repair Division of your Company has effectively utilised all the three dry-docks taken from Shyama Prasad Mukherjee Port, Kolkata and successfully completed docking of 15 ships during the Financial Year 2022-23. Further, the Division has also completed refits of 04 ships (ICGS Sujay, ICGS Priyadarshini, River Pearl-4 & River Pearl-1) at a total value of Rs. 27.65 crore.

ENGINEERING DIVISION

The Value of Production (VoP) achieved by the Engineering Division during the financial year 2022-23 amounted to Rs. 69.82 crore.

Portable Steel Bridge Unit

The Value of Production achieved by the Bailey Bridge unit during the financial year 2022-23 amounted to Rs. 69.30 crore [consisting of (78) Bridges, 5850 MT] as against Rs. 59.35 crore [consisting of (70) Bridges, 5400 MT] during the previous year. The Company has also exported two Bridges to Bhutan during 2022-23.

During the year, your Company has delivered and launched 01 No. of 160 ft. Single Lane Modular Steel Bridge and 1 No. of 90 ft. Single Lane Modular Steel Bridge (MSB) in Arunachal Pradesh under Project Arunank (BRO) despite inclement weather conditions. This major achievement helped to restore critical geo-connectivity around the region.

ORDER BOOK POSITION

The total order book position of your Company for the three (3) divisions as on 31 Mar 2023 is as follows:

Sl. No. DIVISION / DEPTS	Closing order Value as on 31 Mar 2023
A Ship Division
Ship (including B&D Spares)	24,804.49
Ship Repair & AMCs	52.30
Total Ship Division	24,856.79
B Engineering Division
Bailey Bridge	74.78
Deck Machinery	58.95
Total Engineering Division	133.73
C Engine Division	120.77
Total (A+B+C)	25,111.29

Your Company has also been successful in delivering 11 sets of Double Lane MSB to BRO under the MoU with DGBR (BRO) for supply and launching of 30 sets of Double Lane MSBs. It is noteworthy to record that GRSE has successfully launched of 02 Nos. of 60 ft. and 02 Nos. 50 ft. Double Lane MSBs and 2 Nos of Single Lane Modular Bridges in the span of 70 feet & 80 feet under Project Brahmank. Bailey Bridge unit also received an export supply order from DGDP/ Bangladesh Army under DLOC of Govt. of India for supply of 07 Nos of 80 feet Modular Steel Bridges of contract value of Rs. 8.98 crore. Your Company is the only Indian organisation that has been conferred with the coveted ‘Green Channel Status for "Design and Supply of Bailey Bridges and Bailey Suspension Bridges" to Indian Army / Border Road Organisation (BRO) as per Indian Defence Specifications.

Deck Machinery Unit

Deck Machinery Unit of your Company is engaged in manufacturing and supply of various Deck Machinery equipment (Anchor Capstan, Anchor Windlass, Mooring Capstan, Dock Capstan, General Purpose Davits, Ammunition Davit, Electric Boat Davits, Electro-Hydraulic Boat Davits, Survey Motor Boat Davits, Hydrographic Davits, Oceanographic Winch, Anchor cum General Purpose Winches for beaching operations, Helo Traversing System (Both Rail based and Rail Less type) etc).

During FY 2022-23, the total Value of Production of the Deck Machinery Unit is Rs. 0.52 crore.

During FY 2022-23, total thirty-four (34) Nos. of different Deck Machinery equipment have been supplied to various new construction yards as well as to operational ships of Indian Navy. In this regard, it is worthy to mention that indigenization of Telescopic Helicopter Hangar and 3T Telescopic Deck Crane with maximum reach of 13M for Survey Vessel Large (SVL) project has been completed successfully.

ENGINE DIVISION

The Diesel Engine Plant (DEP) of your Company at Ranchi has successfully completed the Factory Acceptance Trials and delivery of five (5) 1 MW DAs of the P17A Project during this year. It is also pertinent to state that the Unit has also completed Type test of these DAs including the "tilt test" which is a major milestone and undertaken for the first time in India for a DA of this capacity. The division has achieved Value of Production of Rs. 22.97 crore during the financial year 2022-23.

DEP Ranchi has also delivered three (03) MTU 4000 series engines of Indian Coast Guard post completion of W6 routines and successful Factory Acceptance Trials.

The Bailey Bridge Components are also being produced at DEP unit at Ranchi where Bailey Bridge Division of DEP Ranchi Unit achieved a VoP of approx. Rs. 16.86 crore during the financial year.

During the year, DEP Ranchi Unit has also signed the Running Rate Contract (RRC) with NSRY (Karwar) for routines which has been won on competitive basis and execution of the job has already been commenced.

NEW INITIATIVES

In order to establish long term business growth and adoption of new technologies, your company has taken up the following major initiatives through signing of MoUs during FY 2022-23:

(a) M/s Rolls-Royce Solutions GmbH (MTU), Germany for License production with localization of the MTU 16V4000M73L engine.

(b) M/s Tunga Aerospace Industries Pvt. Ltd., Chennai for Design, development, testing, series production and after sales service of products requiring advanced technologies in the domain of ship based drones.

(c) IIT, Kharagpur to effectively leverage competence & strength in warship construction / Ship Design/ Naval Architecture by undertaking process improvement using Industry 4.0, AI / ML to pursue & optimise new State of the Art Warship Construction.

(d) In order to increase Ship Repair Associates of GRSE and thereby enhance business from Ship Repair / Ship Refit and allied activities at GRSE / GRSE-KPDD / elsewhere in India, separate MoUs were signed by GRSE with 7 (seven) firms.

(e) Alliance for indigenized design, production, supply and maintenance of FRO/GRP boats established with separate MoUs with (a) M/s Elite Polymer, Howrah, West Bengal and (b) M/s RAADS Marine, Muthialpet, Puducherry.

(f) Indian Register of Shipping (IRS), Mumbai for Effectively leverage competence and strengths in Quality Inspection Services as well as Assistance in Quality Inspection Services and other technical studies during Refits/ Repairs of Naval & Coast Guard Ships/ Crafts and Merchant Ships/ Crafts.

(g) For Collaboration in design for warship construction -

(i) M/s Gibbs and Cox, USA and

(ii) Naval Group SA, France.

(h) For Portable Pre-Fabricated Steel Bridges, MoU has been signed with CSIR - Structural Engineering Research Centre (SERC), Chennai for Analysis, Design Checking & Testing of Modular/ Girder/ Permanent Steel Bridges and Health Monitoring of Bridges and with M/s Vrinda Engineers Pvt Ltd, Kolkata for Technical and Marketing collaboration for manufacture and supply of Large Span Steel Bridges.

(i) M/s. Indian Armour Systems Pvt. Ltd. (IAS), Haryana for exploring ‘Export Opportunities in the field of armour for boats in overseas territory.

(j) Kerala Electrical & Allied Engineering Co. Ltd. (KEL), Kochi, Kerala (a state-owned Enterprise of Kerala) to associate/ collaborate in design & development and supply of various products to GRSE as per need.

(k) Supply Agreement with M/s. Indian Oil Corporation Ltd. (IOCL), Kolkata for oil & lubricants

(l) Steel Authority of India (SAIL) for supply of Non DMR Steel Structural.

(m) M/s Rekise Marine Pvt. Ltd., Hyderabad to jointly conduct R&D in connection with unmanned surface vessels and jointly pursue and execute contracts for the same.

(n) M/s Aerospace Engineers Pvt Ltd., (AEPL), Salem, Tamilnadu for Design, development, testing, series production and after sales service of products requiring advanced technologies in the domain of Autonomous Underwater vehicles and allied systems.

(o) M/s KELTRON, India to jointly develop sensors required for AUVs, explore possibilities of using Noise Anomaly detectors & noise ranging equipment in shipbuilding project for technology development to aide future business.

(p) M/s CIFT, India for Design, engineering, construction and supply of Deep sea fishing vessels/ Boats of medium to large size.

(q) M/s Damen, Netherlands for cooperation in commercial shipbuilding.

(r) M/s Dynatron for undertaking ship repair/ refit and allied activities at GRSE/ GRSE-KPDD/ elsewhere in India. (s) M/s KONGSBERG, Sweden for license production with localization of the ‘Kongsberg waterjet in India.

RESEARCH & DEVELOPMENT

Next Generation Electric Ferry: Your Company has developed the design for a full electric battery operated ferry for transportation of passengers in the inland waters. This 24m long Catamaran Hull aluminium vessel with FRP superstructure shall have a max speed of 8 Knots and a capacity of carrying 145 passengers. This will be pioneering effort in promoting Green technologies in the Inland Water transportation sector in the country. This is a step towards replacing diesel ferries and reduce environmental pollution. The Company is now building a vessel for Government of West Bengal as a pilot project.

Unmanned Surface Vessel (USV): Your Company has developed a 5m USV prototype called ‘SWADHEEN. The potential roles of the USV are bathymetric survey and mine-hunting. The remote-control capabilities have been successfully demonstrated, and the prototype is being enhanced further with collision avoidance capabilities with required payloads for defined potential roles. Demonstration of autonomous operations shall enable the fructification of order from Indian Navy, Coast Guard and DRDO, where they have already issued RFIs which are of similar requirements of the prototype being developed.

Autonomous Underwater Vehicle (AUV): GRSE has developed an Autonomous Underwater Vehicle of length 2.15m for Mine Counter Measure operations, Reusable ASW training target, and passive acoustic monitoring. Integration of payloads under progress. GRSE intends to demonstrate the prototype to potential customers.

MAKE IN INDIA INITIATIVES

Your Company has implemented the "Make in India and

Indigenisation" Policy whereby indigenous vendors are encouraged to quote with maximum indigenisation content through Licensed production with collaboration, Licensed production by way of Transfer of Technology (ToT), Co-production, Assembling, Design and Manufacture in India with ToT. Your Company has developed in-house capabilities to design & build most modern warships in the country and has achieved over 90% indigenisation for Landing Craft Utility Ships and over 85% indigenisation for Anti-Submarine Warfare Corvettes, which is a major step towards achieving self-reliance in state-of-the-art warship design and construction. Ministry of Defence through DDP-MoD has notified three positive lists (03 PILs) of items for DPSUs, for which there would be an embargo on the import beyond the timeline indicated against them. Further, Ministry of Defence through Department of Military Affairs (DMA-MoD) has notified four positive lists (04 PILs) of items required for

Armed Forces. This initiative offers a great opportunity to the Indian defence industry to manufacture these items using own design and development capabilities to meet the requirements of the Armed Forces. GRSE has identified total 34 items from the DDP-MoD list and 24 items from DMA-MoD lists. GRSE has already indigenised 24 items out of 34 items specified in three PILs promulgated by DDP-MoD. GRSE has uploaded 70 items in the SRIJAN Defence Portal (srijandefence.gov.in) launched by the GoI on 14 Aug 2020. These items were earlier imported or indigenous vendors not available, and as on date, GRSE has successfully indigenized 27 items from this list. The Make-II framework (Industry funded prototype development) was implemented at GRSE on 09 Jul 22. As on date, GRSE has 4 items identified under Make-II project and these items are at various stages of development process. Your Company has also a comprehensive ‘5 Year Indigenisation Plan (FY 2019-20 to FY 2023-24) for developing equipment that are primarily project specific and are also planned for incorporation & utilization for various upcoming projects. Since FY 2013-14, GRSE has indigenized 27 items worth Rs.216.74 crore. Another 12 items worth Rs.535.20 crore (approx.) have been planned to be Indigenised by FY 2024-25.

Self-reliance in defence manufacturing is a crucial component of effective defence capability to maintain national sovereignty and achieve military superiority. As a part of these initiatives, a framework, the "Mission Raksha Gyan Shakti" was instituted in 2018 by the Ministry of Defence. This impetus from Ministry has become key driver, stimulating innovation as well as ingenuity in the GRSE ecosystem. GRSE has filed 133 IPRs (129 IPRs post MRGS launching) out of which 44 IPRs are granted (03 Patents) / registered (38 Copyrights & 03 Trademarks) as on date. GRSE trained around 1305 personnel (own employees as well as vendors personnel) with an objective to imbibe Technology and Innovation Driven work culture. Further, to promote and encourage employees towards innovation "Employee Innovation Scheme" has been promulgated at the company level in Jan 2019 which includes monetary and career encouragement benefits.

Since launching of ‘Make-in-India programme by GoI in Sep 2014, GRSE has constructed and delivered 22 Warships to the Indian Armed Forces and Friendly Foreign Countries.

EXPORT INITIATIVES

Your Company is the first Indian shipyard to export a warship, an Offshore Patrol Vessel to Mauritius in 2014. GRSE also exported a Fast Patrol Vessel ‘SCG PS Zoroaster to the Govt. of Seychelles and completed its Guarantee Refit & Dry Docking (GRDD) on 31 Mar 22. Your Company also exported 01 No. Ocean Going Vessel (OGV) to Republic of Guyana at a value of 12.73 Million USD.

Your Company has taken initiatives to export Naval ships to the friendly foreign countries and has identified SAARC, ASEAN, African & Latin American countries. Countries such as Bangladesh, Guyana, Philippines, Seychelles, Malaysia, Mauritius, UAE, Vietnam, etc. are in focus.

GRSE regularly supplies Portable Steel Bailey Bridges and its components to the neighbouring countries such as Nepal, Bhutan & Bangladesh. Efforts are on to further enhance the export of Bailey Bridges & their components to other friendly foreign countries as well.

During FY 2022-23, your Company has generated revenue of

Rs. 59.78 crore from export orders which includes Rs. 58.49 crore from Shipbuilding and Rs. 1.29 crore from the Bailey Bridges.

Your Company is presently executing the following Export Orders: (a) Supply of 06 Patrol/ Surveillance Boats for Govt. of Bangladesh for a value of 1.82 Million USD. (b) Maintenance/ Afloat Support for 03 years for one Fast Patrol Vessel of the Govt. of Seychelles which was constructed and delivered to Govt. of Seychelles by your Company. (c) 07 Nos. Single Lane Pre-Fabricated Portable Steel Bridges of

Rs. 8.92 crore for Bangladesh Army through DLoC

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 the year 2022-23, the Company has spent Rs. 43 crore as a part of CAPEX investment towards modernisation of Infrastructure, Technology, Plant & Machinery etc. The following are some of the major facilities modernised during the year:

(a) Upgradation of Fitting Out Jetty (FOJ) Unit – Towards enhancing production capability at at FOJ, following actions have been taken: -

(i) Refurbishment of Jetties – Both the Finger Jetty & Naval Jetty has been refurbished including structural strengthening and replacement of old Fenders & Bollards.

(ii) Refurbishment of Shops & Stores - All major Shops & Stores at FOJ has been refurbished in terms of replacing old asbestos sheet with metal sheet, structural retrofitting/ strengthening work & allied jobs.

(iii) Installation of new Flanging Machine - To enhance productivity of pipes, a new Flanging Machine has been installed at Pipe Shop of FOJ. (iv) Also, refurbishment of age old 02 Nos. Jib Cranes at both the Jetties is currently underway, which will be completed by 20 September 2023.

(b) Retrofitting of old shipbuilding Docks & Berths at Main & RBD Unit – Retrofitting & structural refurbishment/repair of old Dry Dock & Inclined Berth of Main and also old Dry Dock of RBD has been completed.

(c) Commissioning of 04 nos. of 25 Ton capacity EOT Cranes at RBD - For enhancement of Shipyards block fabrication capacity, 02 nos. of 25 Ton capacity EOT cranes, each at two nos. Block Fabrication Shops has been commissioned.

(d) Rooftop Solar Plant - As a part of green energy initiative for reducing the impact of atmospheric climate change, total 450 KWp roof top solar power plant (200 KWp at Main & 250 KWp at FOJ) has been commissioned in this year. With this, the total capacity of rooftop solar plant at GRSE is now 1950 KW i.e. 1.95 MW.

(e) 3D Printed Modular Building - In line with the Government of Indias thrust towards latest technology and also Start Up India Mission, a Modular Building using 3D Printing technology (concrete) by a start-up company has been created at RBD Unit.

(f) Cherry Picker with Articulated Boom – For faster ship construction outfitting work, a new Cherry Picker with Articulated Boom has been procured & installed.

A strong order book for design and construction of 19 warships concurrently for Indian Navy at this juncture holds exciting times ahead for the GRSE. With all the policy initiatives taken by the Government of India in the recent times for encouraging & supporting ‘Atmanirbharata, the overall scenario for warship building looks quite positive in coming years. The defence shipbuilding segment continues to look promising on account of ambitious acquisition plan of Indian Navy and Indian Coast Guard which is quite encouraging for the Indian Shipbuilders and the entire eco-system. A number of Request for Proposals (RFPs) for various shipbuilding projects have been floated by the MoD during last one year and some more are expected to come out in the near future. Further, the MoD plan to increase export of defence products to 3.59 Billion USD by end of 2024-25 augurs well for all of us. GRSE also plans to enter in to the highly competitive commercial shipbuilding segment in order to address the domestic as well as global demands for ships. Thus, your company has identified Ocean going Ferry (Cargo + Passenger), Tugs, Dredger, Barges, E-Ferry as targeted non-defence products to promote in Export Market of Friendly Foreign Countries (FFCs).

It is a good opportunity for the company to become part of global value chain to meet our vision of becoming global player in Shipbuilding. Our willingness to adopt latest technologies and modern tools in various areas of operations would play a significant role in improving efficiency, quality and productivity of the Company. The company has taken steps to adapt Industry 4.0 practises in its core areas of functioning such as ‘Design, ‘Planning, ‘Production and ‘Supply Chain Management. GRSE has strengthened its green energy footprint with inauguration of a 250 kWP Rooftop Solar Power Plant at FOJ Unit. This is the second plant to be commissioned in a span of 04 months. The total capacity of rooftop solar plants at GRSE is now 1950 KWP. GRSE has plans to further enhance the solar power plant capacity as part of its Green initiatives.

GRSE was awarded the order for design, construction & delivery of 01 No. Zero emission Next Generation Electric Ferry by Govt. of West Bengal on 05 July 2022. The ferry is planned to be delivered in FY 2023-24. The newly formed "Innovation & New Technology" department at GRSE is also working on several projects incorporating new technologies.

GRSE has a glorious past and the companys credentials and achievements are unmatched in the Indian Warship building arena. GRSE presently has a world class infrastructure and amongst the best talent that is needed to scale newer heights in shipbuilding. Presently, the company is at the cusp of transformation to embark upon an unprecedented growth trajectory. This entails a mindset change, coupled with efficient project management, strategic partnerships, new technology adaptation and most importantly effective management of resources. GRSE has set its aspirations on "Upgradation as a "Navaratna" Company by 2030 and be Globally recognized as the Best Indian Shipyard". Your Companys major future plans for steady business growth and stability are as follows:

(a) To become a Global player by increasing export footprint by looking at the entire operations from the view point of cost, delivery time, quality & credibility. In this regard, GRSE is actively pursuing all avenues to increase geo-strategic reach for exports of defence as well as commercial ships to friendly foreign countries.

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

(c) Continuous endeavour towards assessment of tentative & likely opportunities from the Indian Navy, Indian Coast Guard, Indian Army, BRO, Ministry of Home Affairs, Ministry of Earth Sciences, National Centre for Polar and Ocean Research, Inland Waterways Authority of India, Kochi Water Metro, Government of West Bengal and other State Governments over the next 05 Years.

(d) Your Company is targeting orders from the Indian Navy, Indian Coast Guard and Ministry of Home Affairs for AMC & Refits of GRSE built vessels, and has plans to further strengthen and expand the refit & repair business verticals.

(e) Towards diversification, growth of the Engineering and Engine business segments is also being aggressively pursued.

VENDOR DEVELOPMENT

VENDOR DEVELOPMENT WITH IMPETUS TO MICRO, SMALL AND MEDIUM ENTERPRISES

Our vendor base has played a pivotal role in achieving sustainable growth of GRSE and your company is in constant endeavour to strengthen the MSME footprints in different aspect of business growth through various vendor meets, seminars, webinars, etc. organized by various important fora like CII, BCCI, MSME, etc. In the post pandemic chapter too, webinars are being continued to be leveraged for identifying capable entrepreneurs to the GRSE fold. In post Covid19 scenario, when resurgence with time was a real challenge throughout the world, GRSE has continued their production excellency with the delivery of warships within a very short interval. It was only possible when the organization is equipped with world class commercial and best industrial practises and a robust vendor base. The close monitoring of the major vendors performance, introduction of vendor grievance redressal system, online performance rating system for the vendors are the other major verticals of such performance. Further, the development of online vendor registration for new vendor has been undertaken in order to improve ease of registration process and minimise the registration cycle time.

In order to develop vendor base, your Company is in constant search for competent vendors including MSMEs through organizing & participating in various Vendor Meets, Seminars, Webinars, etc., organized by various important fora like; BCC (BHARAT CHAMBER OF COMMERCE), MSME-DFO (MSME-Development & Facilitation Office), NSIC-NSSHO (National Small Industries Corporation-National SC ST Hub office), EEPC (Engineering Export Promotion Council of India), MCCI (Merchants Chamber of Commerce & Industry), SIDBI (SMALL INDUSTRIES DEVELOPMENT BANK OF INDIA). In addition to above, your Company has also participated in "National MSME Conclave and Exhibition in Defence Sector", at Kota, Rajasthan and a highlighted participation in "DEFEXPO-2022" in Gandhinagar, Gujarat to explore technically competent firms and seek advantage of their services for GRSEs ongoing / future projects to realise the "Make in India" endeavour of the nation.

As a special initiative, your Company had organised an event, "Melbandhan 2022" - A delightful meet with Business Partners for detailed interaction with stakeholders. The program was participated by several business partners making it a grand success.

Your company has made significant improvement in production with effective execution of contract management on the outsourced jobs, engagement of good capable service & supply vendor, maintaining proper vendor relation and monitoring vendor performance. Your Company has been providing increased thrust on enhancing procurement from Micro and Small Enterprises (MSEs) and has strictly adhered the restriction/preference on MSME vendors wherever applicable in line with MSMED Act, and same are being strictly followed and monitored closely. Your Company extends technical guidance and requisite support to these industries wherever required by regularly conducting MSE Vendor Development programmes in association with CII and MSME Ministry, Government of West Bengal. In order to meet the requisite quality standard of the product, our quality control personnel are visiting these industries to assist them.

During the financial year 2022-23, your Company procured items worth Rs. 564.11 crore from the MSEs, which is 62.64% (approx.) of the total annual procurement value (considering exclusions as applicable for MSEs). The list of items reserved for MSEs procurement is available on your Companys website at https://grse.in/policies-for-msme/. Your company is continuously increasing the permanent vendor base after due assessment as per laid down company policy & procedure abiding directive of MSME Public Procurement Policy. Being a DPSU, your Company has on-boarded on TReDS Platform and MSME Sambandh & MSME Samadhaan Portals complying with Government guidelines/ directives.

GOVERNMENT e-MARKETPLACE (GeM)

Since inception of the Government e-Market (GeM) (from 2017), Your company has consistently achieved a highest procurement volume on GeM amongst all the shipyards. During the financial year 2022-23, your Company has recorded GeM procurement volume of Rs. 524.07 crore, which is highest ever amongst all the shipyards.

ERP & IT

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

(a) IT Infrastructure: Your Company has well established on premise Data Centre (DC) in Kolkata and Disaster Recovery Centre (DR) at Mumbai. All its local and remote locations are connected through dedicated leased lines and LAN for seamless data transfer and communication. GRSE has already mapped major business processes like Supply Chain, Finance, HR, Payroll, Vendor, Plant Maintenance etc. in SAP ERP in 2010. Total Design Operations are covered under secured IT Platform with AVEVA CAD, VR LAB, PDM-PLM etc.

(b) Cyber Security: Your Company has a well defined organisational structure for Cyber Security Management. Director (Personnel) is nominated as the Chief Information Security Officer (CISO) for the Company. Cyber Security Enhanced Awareness Training by CDAC has been imparted to cyber security core group. AIR-GAP implementation across organization and ILL based internet LAN was also implemented in all its units.

(c) ERP-SAP: GRSE has adopted a centralised approach to manage critical IT infrastructure on which all business processes are dependent. It includes ERP infrastructure, mail servers, WAN,

LAN, network security components, antivirus and patch management. Further, ERP/SAP core team has also been revitalized.

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

(e) Work From Home: Secured VPN (Virtual Private Network) facilities are provided to nominated users for "Work From Home" and seamless high-end device based VC (Video Conferencing) being utilized for Video Conferencing with Internal, Ministry and External stakeholders.

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

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

HUMAN RESOURCE & ADMINISTRATION

Manpower

The total Manpower strength under permanent roll of the Company as on 31 Mar 2023 was 1,747 including 481 Board level & below Board level Officers on regular roll, 09 Officers and 69 Supervisors on Fixed Term contract. The Statements showing the representation of SC/ ST/ OBC / PWD / Women, etc., as on 31 Dec 2022 as well as the total recruitment made during the period from Jan to Dec 2022 are given at Appendices "A & B" of this report. Further, in accordance with Ministry of Corporate Affairs Notification dated 05 Jun 2015, Government Companies are exempted from the provisions of Section 197 of the Companies Act, 2013 and its rules thereof.

Industrial Relations

Industrial Relations during the period under review across all Units of the Company including DEP, Ranchi remained more or less peaceful (i) Signing of Memorandum of Settlement (MoS) with GRW Mazdoor & Staff Union : Memorandum of Settlement on wages and other benefits for operative category of employees of Main and other Units / Offices of GRSE except DEP Ranchi has been signed on 29 Apr 2022 for 10 years periodicity with effect from 01 Jan 2017 to 31 Dec 2026, thereby resolving all outstanding issues relating to pay and allowances of operative category of employees.

(ii) Signing of Supplementary Memorandum of Settlement with GRW Ltd. Clerks Union & Unionized employees of DEP Ranchi: GRSE Management had signed 10 years MoS with GRW Ltd. Clerks Union for the Office Assistant category of employees of WB based Units on 25 Mar 21 and with Unionized category of employees of DEP, Ranchi on 03 Jul 21. The Management signed supplementary Memorandum of Settlements effective from 01.01.2017 with GRW Ltd. Clerks Union on 26 Sep 22 for the Office Assistant category of employees of WB based Units and with Unionized employees of DEP, Ranchi on 29 Sep 22 to ensure uniformity in various benefits & allowances in Memorandum of Settlement of all Unionized categories of employees.

Human Resource Development

Your Company is nurturing and developing a well-balanced workforce of talented individuals who can contribute towards enhancing organizations growth trajectory. The Company has undertaken various initiatives to enhance the efficiency of the workforce in an atmosphere that encourages pursuit of individual excellence and cohesive teamwork. In FY 2022-23, your company has prepared and implemented a well-defined Annual Training Plan covering technical, leadership, managerial effectiveness, functional, cross-functional and behavioural competencies development topics for all categories of employees. During the year, 3640 training man-days were achieved through various training programmes. Training programmes were conducted through online mode by nominating participants in various online workshops/conferences/webinars organized by external agencies/training providers in India. In-house training programmes were also conducted by inviting faculty/ trainers from reputed institutions/agencies.

Employee Engagement Initiatives

(A) GRSE DAY CELEBRATION:

The 64^th GRSE Day was celebrated on 19 Apr 2023. ‘GRSE Shri and ‘CMDs Commendation were conferred to employees for their outstanding performance in 2022. GRSE Merit Awards were given to the employees children who excelled in their academic performance in 2021-22. ‘GRSE Varta 2023, an Annual In-House Journal was released on this occasion. Employees and their children staged cultural programme.

(B) CELEBRATION OF GRSE FAMILY DAY "AHOBAN

GRSE organized a day filled with joy and gaiety for recreation of the entire GRSE family on 29 Jan 23 with planned events for each and every family member of GRSE

(C) CELEBRATION OF INTERNATIONAL WOMENS DAY ‘VANITA -2023

To celebrate International Womens Day in a creative and thoughtful manner, a day-out programme filled with fun and frolic was organized for all the female employees of the company on 05 April 2023. The programme comprised of various activities and scintillating cultural performances by employees.

(E) LEADERSHIP DEVELOPMENT PROGRAMMES

(i) Masterclass for Directors Certification Course was conducted for officers in Senior Management Level. It aimed to enhance the understanding of best practices in the boardroom, key elements of corporate governance, the board and management accountability to shareholders. (ii) Mid-Career Training Program on Leading and Managing in the 21^st Century was conducted for Managers and Senior Managers coming in the zone of promotion. (iii) Management Development Programmes were conducted for newly inducted Assistant Managers & Supervisors.

(F) GENERAL AWARENESS ASSESSMENT TEST (GAAT)

‘General Awareness Assessment Test (GAAT) for officers (upto the level of AGM) was conducted on 02 June 2022 at various centers of Kolkata as well as at GRSE regional offices. A large number of Officers were participated in the test.

The aim of this assessment is to ensure the clear understanding of the Officers not only in their respective fields of work but also the role & functions of all the departments, general awareness of Company, the prevalent policies / laws governing the functioning of Shipyard, GoI guidelines, CDA rules etc. Such awareness can ensure better performance of the Officers and help in grooming them towards taking on higher positions and greater responsibilities.

(G) CAREER ADVANCEMENT SCHEME FOR NON-EXECUTIVE CATEGORY OF EMPLOYEES

Internal induction was conducted for career upgradation of deserving employees of GRSE from non-executive category working in permanent roll of the company under ‘Abhyudaya Scheme for Career Advancement of Non-Executives Category of Employees in 2022. As per the scheme, selection process consists of knowledge test, skill test and personal interview.

(H) APPRENTICESHIP TRAINING UNDER APPRENTICES ACT, 1963:

The company has trained 246 apprentices during FY 2022-23. Apprentices were engaged under Trade Apprentice, Graduate Apprentice and Technician Apprentice categories and their total strength was approx. 14% of total manpower strength. The company has a dedicated Apprentice Training Department named Technical Training Centre for conducting Apprenticeship training. Apart from the technical training, various development programmes were conducted for overall personality development of the apprentices. Safety awareness training sessions were conducted for all apprentices before they were placed for on-job-training in the yard.

Your Company Celebrated Azadi Ka Amrit Mahotsav (India@75–AKAM) during FY 2022-23 with following events: (i) Phase V – IX celebrations comprising various webinars and reach out programmes.

(ii) GRSE participated in AKAM Mega Show 2022 – "Nation Building and CPSEs" organised by Department of Public Enterprise (DPE) from 09 to 12 June 22 at Gandhinagar, Gujarat to promote "Contribution of CPSEs in Nation building since Independence" through an exhibition. (iii) As a part of ‘Special Campaign 2.0 by MoD, GRSE conducted Cleanliness Drive at various locations including all of its units from 02 to 31 Oct 22.

(iv) Swachhta Pakhwada 22 was celebrated in GRSE in a befitting manner from 01 to 15 Dec 22.

PERSONS WITH DISABILITIES (PWD)

The Company extended all necessary relaxations /concessions to the employees with disabilities as per the Statute / Govt. directives.

EMPOWERMENT OF WOMEN

The women representation is 5.2% of the total strength in the Company at the end of the 2022-23. During 2022-23, 05 lady employees have been appointed out of 75 new appointed employees, which is 6.7%.

SAFETY AT WORK

The Shipyard has strived to ensure safe working environment at the company, and in order to achieve the goal, systematic approach to safety management has been adopted through close monitoring and implementation of safety norms and procedures at work place. Your company has achieved a safety frequency rate of 2.43 during the year 2022-23.

In order to maintain high safety standard, your Company has imparted system-based Safety Training to the contractor employees through Group Safety Training Kiosk (GSTK), where more than 130 batches of Safety Awareness Programme on different topics like material handling, Hot Work, Electrical Safety, Painting Activity, Height Work Activity, Work at Confined Space etc. have been organized.

INDUSTRIAL SECURITY

GRSE is a Public Sector Undertaking functioning under the administrative control of the Ministry of Defence, Govt of lndia. The shipyard has been declared a "Prohibited Place" under the Indian Official Secret Act 1923. Sec-2 clause 8 sub clause (a) published under Govt. of West Bengal Gazette Notification Bo. 2145/ (I) (7)-P dated 30th Mar 2004. It is also placed in Category ‘A i.e. "Highly Sensitive" from security point of view by the IB, Ministry of Home Affairs.

The physical security of the production units of our Company has been entrusted to the Armed Guards of Central Industrial Security Force (CISF). Further, Twenty-four hours water-front patrolling with armed personnel and a robust CCTV system covering all critical and important locations are in place. The Entry / Exit of all Employees is being done through Facial Recognition System. The Police Clearance Certificate of all Contractor Labourers are being obtained before issue of the Gate Pass.

OFFICIAL LANGUAGE

GRSE is committed to adhere to the Official Language (OL) policy of the Government of India (GoI). During the year 2022-23, the Company has achieved the various targets prescribed in the Annual Programme 2022-23 issued by Dept. of OL, Ministry of Home Affairs (MHA), GoI to transact official work in Hindi. The efforts made towards implementation of Official Language include:

(a) Hindi Month Celebrations: Hindi Month and Hindi Day was observed during September-October month in all the Units and Offices of the Company. During the Hindi month, employees of the Company participated enthusiastically in various programs and competitions.

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

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

(d) Promoting Official Language outside the Company: Use of Official Language is not restricted within the four walls of GRSE but is also publicized outside the Company, by conducting Hindi competitions in Schools. Hindi Essay competition was conducted on 08 December 2022 and prizes distributed to best three participants.

(e) Rajbhasha Awards:

(i) Rajbhasha Kirti Puraskar: GRSE has been awarded prestigious Rajbhasha Kirti Puraskar – 2nd Prize for Excellence in Implementation of Official Language in the company. The Award was received by GRSE from Honble Minister of State, Shri Ajay Kumar Mishra at a ceremony held at Surat, Gujrat on 14 Sep 22.

(ii) TOLIC Rajbhasha Shield: Rajbhasha Shield has been awarded to GRSE for Excellence in Implementation of Official Language in the company by Town Official Language Implementation Committee (PSU), KOLKATA.

(iii) TOLIC Active Participation Award: Active Participation Award has been awarded to GRSE for the year 2022-23 by Town Official Language Implementation Committee.

(iv) Prizes in Various Inter-PSU Hindi Competitions: Our GRSE employees have made us proud by winning 06 different prizes in Various Hindi Competitions organized during the year 2022 by different PSUs under the aegis of TOLIC (PSU), Kolkata. (v) Manager (OL) has been awarded appreciation letter by TOLIC for Excellence in Implementation of Official Language in GRSE.

AWARDS & RECOGNITIONS

During the year, your Company has received various Awards and Recognitions. Some of the important accolades conferred to the Company are as under:

(a) 12^th ICC PSE Excellence Award 2023 in the categories of "CSR and Sustainability & Corporate Governance" for implementing Swachh Vidyalaya in local Government schools in some of the most densely populated areas of Kolkata and focus of the initiative was for girl students.

(b) ‘9^th Governance Now PSU Awards for the categories of Communication Outreach, CSR Commitment (Overall), Digital PSU and Reskilling of Employees (Training & Development). (c) ‘Best Enterprise Award 2022 received at the 33^rd National Meet of Women in Public Sector (WIPS) in recognition of WIPS activities in the company.

(d) ‘WSO India Maritime OHS&E Awards 2022 in the categories of ‘Environment Excellence and ‘Fire Excellence that was declared by ‘World Safety Organisation.

(e) GRSE Quality Circle teams participated in the 36^th NCQC 2022 held at Aurangabad and 07 of our teams conferred with ‘Par Excellence and ‘Excellence awards.

(f) ICQCC-2022 ‘Gold Award. Gold Award was won by GRSE QC team in the International Convention on QC Circles

(ICQCC-2022) held at Jakarta, Indonesia.

(g) "Quality Leadership Award" for 21-22 by Quality Circle Forum of India on 27 Sep 2022.

(h) PRSI National Award 2022 from the Public Relations Society of India for Best Organisational Efforts, New R&D Efforts in Defence Sector and Outstanding Initiatives for Promoting Medical & Health.

(i) ‘Raksha Mantri Award 22 by the Honble Raksha Mantri Shri Rajnath Singh for excellence in ‘Design & Development of Silent Ship for the Indian Navy at DefExpo 2022, Gandhinagar. GRSE is the only DPSU shipyard to have received the Raksha Mantri Award 2022. GRSE won this prestigious ‘Raksha Anveshan Ratna Award under Innovation category for design of stealth platform for the Indian Navy to manage underwater noise at specified level wherein no major expertise was available within India.

(j) "Dun & Bradstreet PSU award for Digital Transformation" as The Best PSU of FY 2021-22.

(k) Times Ascent EIILM Award as the "Eastern India Best Employer Brand Awards (Shipbuilding Sector)"..

(l) ICC PSE Excellence Award 2021 in the categories of "CSR and Sustainability" & "Corporate Governance".

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance in all spheres of business activity carried out by your Company and continues to lay strong emphasis on transparency, accountability and integrity. Your Company complies with the applicable regulations under the Companies Act, 2013, the SEBI Listing Regulations and also the Guidelines on Corporate Governance for CPSEs issued by Department of Public Enterprises, except with respect to the composition of Board of Directors viz. appointment of Independent Directors including a Woman Director. GRSE being a Government Company, the power to appoint Directors vests with the Government of India and the Company has made necessary intimations to the Administrative Ministry for filling up the post of Independent Directors including that of a Woman Director. The Company also strives to comply with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Further, Department of Public Enterprise Guidelines on Corporate Governance for CPSEs provide that CPSEs would be graded on the basis of their compliance with the Guidelines. DPE has graded GRSE as "Excellent" for the year 2022-23.

In terms of Regulation 34 of the SEBI Listing Regulations and DPE Guidelines, a Report on Corporate Governance along with Compliance Certificate issued by M/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 which includes four (4) Whole-Time Directors, five (5) Part-Time Non-Official (Independent) Directors including one (1) Woman Director, and one (1) Government Nominee Director. During the year 2022-23, the following changes took place in the Board of Directors and of Key Managerial Personnel (KMP) of your Company:

Sl. No. Name of Director	Designation	Date of Appointment	Date of Cessation
(a) Shri Sanjeeb Mohanty	Independent Director	06 Apr 2022	-
(b) Smt. Darshana Singh	Independent Director	12 Apr 2022	01 Jun 2022
(c) Cdr. Shantanu Bose, IN (Retd.)	Director (Shipbuilding)	08 Jun 2022	-
(d) Cmde Hari P R, IN (Retd.)	Director (Personnel)	-	10 Jun 2022
(e) Cmde Hari P R, IN (Retd.)	Chairman & Managing Director	10 Jun 2022	-

DIRECTORS RETIRING BY ROTATION

Pursuant to Section 152(6) of the Companies Act, 2013 and Article 206 and 207 of Article of Association of the Company, Cdr. Shantanu Bose, IN (Retd.), Director (Shipbuilding), who has served on the Board of Directors and the longest amongst the retiring directors, is liable to retire by rotation, and being eligible, offers himself for reappointment.

DECLARATION AND MEETING OF CRITERIA BY INDEPENDENT DIRECTORS

During the financial year 2022-23, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013, the Guidelines on Corporate Governance for CPSEs issued by the Department of Public Enterprises and the SEBI Listing Regulations. Further, in the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the SEBI Listing Regulations and are independent of the management of the Company. The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs (IICA), and have included their name in the databank of Independent Directors within the statutory timeline and they will also appear for the online proficiency test within the prescribed time, wherever applicable.

MEETINGS OF INDEPENDENT DIRECTORS

During the year 2022-23, a separate meeting of Independent Directors was held on 25 Mar 2023 in which all the Independent Directors were present.

MEETINGS OF THE BOARD

Seven (07) meetings of the Board of Directors were held during the year. For further details, please refer to the ‘Report on Corporate Governance.

REMUNERATION POLICY & EVALUATION OF BOARDS PERFORMANCE

Your Company is a Government of India company under the Ministry of Defence. The Directors of the Company are appointed by the Presidential of India and their remuneration is fixed in accordance with the DPE Guidelines by the Administrative Ministry. The Article 194 and 216 of the Articles of Association of your Company also states that the President of India will appoint Directors and determine their remuneration. Since, the Board level appointments are made by President of India, the evaluation of performance of such appointees is also done by the Government of India.

AUDIT COMMITTEE

During the period from 01 Apr 2022 to 24 Apr 2022, the said Committee was not constituted due to non-availability of adequate number of Independent Directors on the Board of the Company. However, the Company had proper composition of Audit Committee from 25 Apr 2022 in accordance with Section 177 of the Companies Act, 2013, the DPE Guidelines on Corporate Governance for CPSEs, 2010 and the SEBI Listing Regulations.

For further details, please refer the ‘Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby confirm that: -

(a) In the preparation of the annual accounts for the year ended 31 March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, had been followed and there are no material departures;

(b) The Directors had selected such accounting policies and applied them 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 of your Company as at 31 March, 2023 and of the profit of your Company for the year ended on that date;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting 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 be followed by your Company and such internal financial controls are adequate and were operating effectively; and (f) The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

Your Company being a CPSE, the Comptroller & Auditor General of India have, under Section 139(5) of the Companies Act, 2013, appointed M/s. Mookherjee, Biswas & Pathak., Chartered Accountants, Kolkata, as the Statutory Auditors of the Company for the financial year 2022-23.

The Comments of the C&AG u/s 143(6) of the Companies Act, 2013 on the Financial Statements of the Company for financial year 2022-23 form part of this Report.

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 appointed M/s. Chatterjee & Co., Cost Accountants, Kolkata, as the Cost Auditors of your Company for the financial year 2022-23 to conduct audit of cost records maintained by your Company.

SECRETARIAL AUDITOR

In terms of Section 204(1) of the Companies Act, 2013, the Board of your Company has appointed M/s. Mehta & Mehta, Company Secretaries to conduct Secretarial Audit of the Company for the FY 2022-23. The Secretarial Audit Report of M/s. Mehta & Mehta, Company Secretaries is placed at Appendix - "C" to this Report. The Secretarial Audit Report has no adverse remarks. However, the Secretarial Auditor observed that the Company did not have requisite number of Independent Directors including Woman Independent Director. The Secretarial Auditor also observed that the Audit Committee and HR, Nomination and Remuneration Committee was not constituted from 01 Apr 2022 to 24 Apr 2023 due to inadequate number of Independent Directors in the Board of the Company. However, the Audit Committee and HR, Nomination and Remuneration Committee were reconstituted from 25 Apr 2022. The Independent Directors of your Company are appointed by the President of India acting through Ministry of Defence, Government of India and such appointment is pending at their end.

The other observations and clarifications made by the Secretarial Auditor in their Secretarial Audit Report are self-explanatory. Pursuant to the SEBI circular no. CIR/CFD/ CMD1/27/2019 dated February 8, 2019, the Company has obtained an Annual Secretarial

Compliance Report for the year 2022-23 from M/s. Mehta & Mehta, Company Secretaries, confirming compliance of SEBI Regulations / Circulars / Guidelines issued thereunder and applicable to the Company and the said report was filed with the National Stock Exchange of India Limited and BSE Ltd. There are no adverse remarks in the said report.

INTERNAL AUDITOR

The Board of your Company has appointed M/s. S Guha & Associates, Chartered Accountants for carrying out Internal Audit of the Company for the financial year 2022-23.

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

Nil

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, your Company did not enter into any contract / arrangement / transaction with related parties in pursuance of section 188 of the Companies Act, 2013 and the rules framed thereunder and Regulation 23 of the SEBI Listing Regulations. Your Directors draw attention of the Members to Note 33 to the financial statements which sets out related party disclosures as per Indian Accounting Standard 24. The Form AOC-2 on details of related party transactions has been attached as Appendix – "D" to this Report, as required under section 134(3)(h) of the Companies Act, 2013. The Company has a Policy on Related Party Transactions, which can be accessed 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 loan to any other body corporate or person; nor (c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, as prescribed under Section 186 of the Companies Act, 2013.

VIGIL MECHANISM

As a part of its vigil mechanism, your Company has adopted a Whistle Blower Policy to provide appropriate avenues to the employees of your Company to report to the management, instances of unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct. As per the Whistle Blower Policy, a whistle blower can send written communications to the Chairman & Managing Director of your Company (or any person to whom he has delegated his power). Alternatively, the whistle blower may send such Protected Disclosure directly to the Chairman, Audit Committee. Once a Protected Disclosure is received, a Screening Committee comprising the Chairman & Managing Director of your Company, a Functional Director as nominated by C&MD and the Chairman, Audit Committee, will be constituted to investigate into the matter. All employees are encouraged to use this whistle blowing mechanism and voice their concerns to the Management. Further, all employees have been given access to the Chairman, Audit Committee. The Whistle Blower Policy can be accessed on your Companys website at https://www.grse.in/wp-content/uploads/2022/04/Whistle-Blower-Policy.pdf

ANNUAL RETURN

In accordance with the Companies Act, 2013, the Annual Returns in the prescribed format (Form MGT-7) will be available on your Companys website at https://grse.in/annual-returns/.

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE SOCIAL RESPONSIBILITY

GRSE has played a major role in supporting socio-economic development of the marginalized segment mainly, residing in the vicinity of its production units through various CSR initiatives. During the last few years, GRSE has created a positive footprint towards sustainable development and made a significant difference in the lives of disadvantaged section of the society through a slew of well throughout CSR initiative. The CSR Policy of GRSE is in line with the provisions of Companies Act 2013, the Companies (CSR Policy) Amendment Rules 2021 and Govt. guidelines issued from time-to-time.

The focus areas of Companys CSR initiatives include Health & Nutrition, Education, Skill development, Infrastructure development of educational institutes, cleanliness campaigns under Swachh Bharat Swachh Vidyalaya Mission, mainstreaming differently abled persons and improving the quality of life of the marginalized segment. Thrust was also given for holistic development of underprivileged tribal children in Aspirational Districts as well as promoting various flagship schemes of the Govt. The Annual report on CSR projects and activities undertaken in FY 2022-23 has been annexed as Appendix- "E".

RISK MANAGEMENT

Pursuant to the Regulation 21 of SEBI Listing Regulations, the Company has constituted a Risk Management Committee. The details of the Committee and its terms of reference, Risk Management Policy etc. are set out in the Corporate Governance Report and a detailed note on Risk Management is provided in the Management Discussion and Analysis Report, which forms part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Securities and Exchange Board of India (SEBI) has mandated inclusion of Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for the top 1000 listed entities based on market capitalisation. Regulation 34(2)(f) of SEBI Listing Regulations stipulates that the annual report shall include a Business Responsibility and Sustainability Report in the format specified by the SEBI. Accordingly, the Business Responsibility and Sustainability Report for the year 2022-23 has been drawn up and appended to this Report.

INTERNAL FINANCIAL CONTROLS

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company being a Government Company engaged in producing defence platforms, the disclosure of information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo under the provisions of Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not required as the MCA vide its notification GSR No.680 (E) dated 04 Sept 2015 has granted exemption to Defence Public Sector Undertakings.

IMPLEMENTATION OF RTI ACT

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

RTI matters are being executed as per the provisions of the Right to Information Act, 2005 and rules made therein. During the year 2022-23, a net total of 246 number RTI requests through online/offline mode were received to provide ‘Information, while opening balance number from previous year was brought forward as 30 in number. A total of 263 number of RTI applications were replied to during the year and 1 RTI Application was transferred to other concerned public authority and remaining 12 number of RTI applications were taken as ‘carried forward to the year 2023-24. The Quarterly Returns are being uploaded on the CICs website as well as on the DOPT website. Proactive Disclosures of Information were updated on the website of GRSE under RTI Link as directed by CIC. In compliance with the provision of section 26 of the RTI Act, 2005, an In-house Awareness Programme on RTI Act was conducted during the year 2022-23.

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

In pursuance of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013, the Internal Committee was reconstituted on 19th August 2020 comprising of 7 members for West Bengal based units. A separate Internal Committee is in existence for DEP Unit, Ranchi. The Internal Committee of DEP was reconstituted on 29 Mar 23 comprising of 5 members.

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

(i) Number of complaints of sexual harassment received during the year – NIL

(ii) Number of complaints disposed of during the year – NIL

(iii) Number of complaints pending more than ninety days – NIL

(iv) Number of workshops or awareness programme against sexual harassment carried out – 02 Nos.

(v) Nature of action taken by the employer - NA

PUBLIC GRIEVANCES

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

Your Company is committed to the resolution of public grievances in an efficient and time bound manner. Upon receipt of public grievances, the matters are being resolved by examination of facts of each case with due diligence by the concerned departments. During the year 2022-23, a total of 18 number of Public Grievances Petitions through online/offline mode were received and no grievance was brought forward as opening balance from previous year. Total 18 number of Public Grievances were resolved.

VIGILANCE ACTIVITIES

Your Company has a well-established vigilance department headed by Chief Vigilance Officer (CVO). The main thrust of the Vigilance Department is to ensure transparency, fairness & probity in all spheres of activities of the Company. The main thrust of the Vigilance Department is to ensure transparency, fairness & probity in all spheres of activities of the Company. Towards this, focus of the department was on Surveillance & Detection as well as punitive & preventive vigilance. To make preventive vigilance function more effective, the Department has given thrust to leverage technology. During the year, many spheres of activities were taken up and various processes were carefully observed, analysed and scrutinised to ensure that the systems of checks & balances are working as per the required parameters. In certain cases, the management was advised for systemic improvements. Apart from the above, the following activities were also carried out by the Vigilance Department during the year:

(a) CTE Type Intensive Examinations were conducted in the FY 2022-23

(b) An awareness cum sensitization program for the senior Management was conducted on the Observations made on the CTE Type Intensive Examinations for year 2022.

(c) Several Preventive Vigilance Measures were undertaken as below:

(i) Awareness / training program on preventive vigilance are conducted for 2 days in every month;

(ii) Scrutiny files were conducted;

(iii) CVCs Online complaint handling mechanism is liked with GRSE Web Site in addition to the GRSEs own online Complaint handling system; (iv) Complaint boxes are installed in all units of GRSE;

(v) Displaying Vigilance slogans at Display Board was done;

(vi) Conducted Gram Sabha at Sundarbans, different awareness activities at nearby school as well as within GRSE Employees and their family members along with prize distribution during VAW 2022 program;

(vii) Periodic/ surprise rounds by CVO & Vigilance officials at different locations of GRSE were conducted.

(d) Investigations were conducted on the complaints received from various sources and appropriate actions were taken.

(e) Scrutiny of 60 % of the Annual Property Returns (APR) have been completed for the Year 2022.

(f) Inputs on the vigilance status/ Clearance of officers below board level were conveyed for around 1000 cases. The inputs on the vigilance profile of the Board level officers were also conveyed as desired by the Ministry.

(g) Several System Improvements were suggested for the interest of the organization.

(h) Structured meetings were conducted between CVO and C&MD in every quarter.

(i) ODI for 2023 was finalized. Agreed List was also prepared and shared with the CBI maintaining close liaison with them.

(j) CAG audit Reports were scrutinized.

(k) Sensitive posts have been reviewed and identified.

(l) The following Vigilance Activities have been made and/or continuing online:

(i) Submission of Annual Property Return

(ii) Processing of Vigilance Clearance of employees

(m) Review of the policy for conveying Vigilance Clearance/ Status was done and the same was amended in GRSE Vigilance Clearance Policy.

INTEGRITY PACT

One of the initiatives of the Central Vigilance Commission (CVC) to eradicate corruption in procurement activity is the purpose for introduction of Integrity Pact in large value contracts. In line with the directives from Ministry of Defence and the 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 and only those vendors/bidders, who commit themselves to IP with the Company would be considered competent to participate in the bidding process.

The Integrity Pact essentially envisages an agreement between the prospective vendors/bidders and the principal (GRSE), committing the persons/officials of both 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, would be considered competent to participate in the bidding process. Integrity Pact, in respect of a particular contract, would be operative from the stage of invitation of bids till the final completion of the contract. Any violation of the same would entail disqualification of the bidders and exclusion from future business dealings.

As recommended by the CVC, the Company has appointed Shri Bam 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 of Integrity Pact in the Company. During the Financial Year 2022-23, the IEMs monitored 113 contracts and held quarterly meetings with commercial department and half yearly structured meetings with the Chairman & Managing Director.

GENERAL

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

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

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

(c) Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

ACKNOWLEDGEMENTS

Your Directors express their deep appreciation and place on record their gratitude to the Department of Defence Production and other Departments in the Ministry of Defence for their continued support, assistance and guidance. The Directors also express their sincere thanks to the Government of India and also to the Governments of West Bengal, Jharkhand and various other States, for their continued co-operation and valuable support. Your Directors are particularly grateful to the Indian Navy, Indian Army and Indian Coast Guard Headquarters, Border Road Organisation (BRO), Ministry of Home Affairs, Kolkata Port Trust, Public Works Departments of various State Governments, Police Department of West Bengal & Kolkata and other valued customers as well as business associates for the confidence reposed by them in your Company. We will fail in our duty if we do not acknowledge the cooperation and positive approach of the Warships Production Superintendent and his dedicated team under whose watchful eyes our ships are being built. Also, we thank all classification societies, in particular, IRS & ABS, who have ensured quality and adherence to the required standards. The Directors acknowledge with thanks the valuable advice rendered by, and co-operation received from the Comptroller and Auditor General of India, the Principal Director of Commercial Audit, Ex-officio Member of the Audit Board, Bengaluru, Principal Controller of Defence Accounts (Navy), Mumbai, Controller of Defence Accounts (Navy), Kolkata, Registrar of Companies, the Department of Public Enterprises, the Securities Exchange Board of India, the National Stock Exchange of India Limited and BSE Limited.

The Directors wish to place on record their appreciation to its Statutory, Cost, Internal and Secretarial Auditors, Companys Bankers, Trade Unions and all Officers and Employees at various levels of the organisation for their hard work, dedication and commitment. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry despite increased competition 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: 21 July, 2023	DIN: 08591411