NOTICE

GARDEN REACH SHIPBUILDERS & ENGINEERS LTD.

Registered & Corporate Office: GRSE Bhavan, 61, Garden Reach Road, Kolkata-700024
Ph: (033)-24698105-108, Fax: (033)-24698150
Website: www.grse.in Email: co.sec@grse.co.in
CIN: L35111WB1934GOI007891

NOTICE OF 106TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 106th Annual General Meeting of amounting to ` 58,000/- plus applicable taxes and out of pocket
Garden Reach Shipbuilders & Engineers Limited will be held expenses incurred in connection with the aforesaid audit, be and
on Monday, 26th September, 2022 at 1030 hours through Video is hereby ratified.”
Conference / Other Audio Visual Means, to transact the following “RESOLVED FURTHER THAT the Board of Directors of the
businesses: Company be and is hereby authorised to do all acts and take
ORDINARY BUSINESS: all such steps as may be necessary, proper or expedient to give
effect to this resolution.”
(1) To consider and adopt the audited financial statements for the
financial year ended 31st March, 2022 and the Reports of the By Order of the Board
Board of Directors and Auditors thereon. Garden Reach Shipbuilders & Engineers Limited

(2) To confirm the payment of Interim Dividend of ` 4.95/- per equity

share and to declare a Final Dividend of ` 0.85/- per equity share Sd/-
for the financial year 2021-22 (i.e. total Dividend of ` 5.80/- per (Sandeep Mahapatra)
equity share). Company Secretary and Compliance Officer
(3) To appoint a Director in place of Shri Ramesh Kumar Dash (DIN: Membership No. ACS 10992
08511344) who retires by rotation and, being eligible, offers Date: 11th August, 2022
himself for re-appointment. Place: Kolkata

(4) To fix the remuneration of Statutory Auditors to be appointed by

the Comptroller & Auditor General of India for the financial year Notes:
2022-23.
1. An Explanatory Statement pursuant to Section 102 of the
In terms of provisions of Section 142 of the Companies Act, Companies Act, 2013 (the ‘Act’), setting out material facts
2013, the remuneration of the Auditors shall be fixed by the concerning the business under Item No. 5 of the accompanying
Company in General Meeting or in such manner as the Company Notice, is annexed hereto.
in General Meeting may determine. Hence, it is proposed that
the Members may authorise the Board to fix the remuneration 2. In view of the continuing COVID-19 pandemic, the Ministry of
of the Statutory Auditors of the Company for the Financial Year Corporate Affairs (“MCA”), vide its circular No. 02/2022 dated
2022-23, as may deem fit. 05th May, 2022 read together with circular(s) no. 21/2021
dated 14th December 2021, no. 02/2021 dated 13th January,
SPECIAL BUSINESS: 2021, no. 20/2020 dated 5th May, 2020, no. 14/2020 dated
(5) To ratify the remuneration payable to the Cost Auditors for the 8th April, 2020, no. 17/2020 dated 13th April, 2020 and the
financial year ending 31st March, 2023 and, in this regard, to Securities and Exchange Board of India (“SEBI”) vide its circular(s)
consider and if thought fit, to pass, the following resolution as no. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13th May 2022
an Ordinary Resolution: (hereinafter collectively referred as “the Circulars”) has allowed
the Companies to conduct the AGM through Video Conferencing
“RESOLVED THAT pursuant to the provisions of Section 148 (VC) or Other Audio Visual Means (OAVM). In accordance with
and other applicable provisions, if any, of the Companies Act, the said circulars and applicable provisions of the Companies Act,
2013 and the Rules framed thereunder (including any statutory 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure
modification(s) therein or re-enactment thereof, for the time Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
being in force), the remuneration payable to M/s Chatterjee & the 106th AGM of the Company shall be conducted through
Co., Cost Accountants, appointed by the Board of Directors on VC/ OAVM. The deemed venue for the 106th AGM shall be
the recommendation of the Audit Committee of the Company, the Registered and Corporate Office of the Company at GRSE
as Cost Auditors to conduct audit of the cost records of the Bhavan, 61, Garden Reach Road, Kolkata – 700 024.
Company for the financial year ending 31st March, 2023,

Annual report 2021-22 149

3. Pursuant to the provisions of the Act, a Member entitled to holding shares in physical form are requested to access the
attend and vote at the AGM is entitled to appoint a proxy to remote e-voting facility provided by the Company through NSDL
attend and vote on his / her behalf and the proxy need not be a e-voting system at https://www.evoting.nsdl.com/.
Member of the Company. Since this AGM is being held pursuant
9. Shareholders are requested to read the instructions as stated
to the circulars through VC / OAVM, physical attendance of
in this Notice under the section “Instructions for Members for
Members has been dispensed with. Accordingly, the facility for
e-Voting”.
appointment of proxies by the Members will not be available
for the AGM and hence the Proxy Form, Attendance Slip and 10. Members are requested to claim any money lying in the Unpaid
route map of the AGM are not annexed to this Notice. However, Dividend Account(s) with the Company since the Company
Institutional / Corporate Members are requested to send scanned is obliged to transfer any money lying in such Account, which
copy of their respective Board or governing body resolution/ remains unpaid or unclaimed for a period of seven years from
authorization to attend the AGM through VC/ OVAM and vote the date of such transfer to the Account, to the credit of the
through e-voting, to the Company at investor.grievance@grse. Investor Education and Protection Fund established by the
co.in. Central Government. The detailed unpaid/ unclaimed dividend
history is available on website of the Company at www.grse.in.
4. National Securities Depositories Limited (‘NSDL’) will be providing
facility for voting through remote e-voting, participation in the 11. This Notice of 106th AGM along with the Annual Report 2021-22
AGM through VC / OAVM facility and e-voting during the AGM. is being sent to all the Shareholders, whose name appear in the
The procedure for participating in the meeting through VC / Register of Members/list of Beneficial Owners on 26th August,
OAVM is explained in this Notice and is also available on the 2022, as received from Depositories (NSDL / CDSL).
website of the Company at www.grse.in.
12. The Notice of 106th AGM along with the Annual Report 2021-
5. In terms of Section 108 of the Act read with Rule 20 of the 22 is also being uploaded on the Company’s website at www.
Companies (Management and Administration) Rules, 2014 (as grse.in and on the website of NSDL at https://evoting.nsdl.com.
amended), Secretarial Standard on General Meetings (SS-2) The Annual Report 2021-22 along with the Notice can also be
issued by the Institute of Company Secretaries of India (“ICSI”) accessed from the websites of the Stock Exchanges i.e. BSE
and Regulation 44 of SEBI Listing Regulations read with the Limited and National Stock Exchange of India Limited at www.
Circulars issued by MCA and SEBI and also SEBI circular no. SEBI/ bseindia.com and www.nseindia.com, respectively.
HO/CFD/CMD/CIR/P/2020/242 dated 09 December, 2020, the
13. The Results of e-voting will be declared within two working days
Company is providing remote e-voting facility to its Members in
from the conclusion of the AGM and the Resolutions will be
respect of the business to be transacted at the AGM and facility
deemed to be passed on the date of the AGM, subject to receipt
for those Members participating in the AGM to cast vote through
of requisite number of votes. The declared results, along with the
e-voting system during the AGM.
Scrutinizer’s Report, will be placed on the Company’s website
6. The Board of Directors of the Company has appointed Mr. A. K. www.grse.in under the section ‘Investors Corner’. The voting
Labh, Practising Company Secretary (FCS: 4848 / CP No.: 3238) results will be communicated to the stock exchanges where the
of M/s. A. K. Labh & Co., Company Secretaries, to act as the shares of the Company are listed, depositories, RTA and shall
Scrutinizer, to scrutinize the entire e-voting process in a fair and also be displayed on the website of NSDL i.e. www.evoting.nsdl.
transparent manner. com.
7. The voting right of shareholders shall be in proportion to their 14. The attendance of the Members attending the AGM through
share in the paid-up equity share capital of the Company as on VC / OAVM shall be counted for the purpose of reckoning the
Monday, 19th September, 2022 (“record date”). Only those quorum under Section 103 of the Act.
Members whose names appear in the Register of Members of
15. Regulation 40 of Listing Regulations, as amended, mandates that
the Company or in the Register of Beneficial Owners maintained
transfer, transmission and transposition of securities of listed
by the Depositories (NSDL/ CDSL) as on the record date will be
companies held in physical form shall be effected only in demat
entitled to cast their votes by remote e-voting or e-voting during
mode. Further, SEBI vide its circular No. SEBI/HO/MIRSD/MIRSD_
AGM. A person who is not a Member on the record date should
RTAMB/P/CIR/2022/8 dated 25th January, 2022 has clarified that
accordingly treat this Notice for information purposes only.
listed companies, with immediate effect, shall issue the securities
8. Members may cast their votes on electronic voting system only in demat mode while processing investor service requests
from any place (remote e-voting). The remote e-voting period pertaining to issuance of duplicate shares, exchange of shares,
will commence at 9.00 a.m. on Wednesday, 21st September, endorsement, sub-division/ consolidation of share certificates,
2022 and will end at 5.00 p.m. on Sunday, 25th September, etc. In view of this and to eliminate all risks associated with
2022. Thereafter, the remote e-voting module shall be disabled physical shares and for ease of portfolio management, members
by NSDL for voting. Once the vote on a resolution is cast by holding shares in physical form are requested to consider
the Member, the Member shall not be allowed to change the converting their holdings to dematerialised form.
vote subsequently. In addition, the facility for e-voting through
16. All the documents referred to in the accompanying Notice and
electronic voting system shall also be made available during the
Explanatory Statement will be available for inspection through
AGM. Members attending the AGM who have not cast their vote
electronic mode basis, the request for the same may be sent to
by remote e-voting shall be eligible to cast their vote through
investor.grievance@grse.co.in.
e-voting during the AGM. Members who have voted through
remote e-voting shall be eligible to attend the AGM, however, 17. During the AGM, Members may access the Register of Directors
they shall not be eligible to vote at the meeting. Members and Key Managerial Personnel and their shareholding maintained

150 Garden Reach Shipbuilders & Engineers Ltd.

 NOTICE

under Section 170 of the Act and the Register of Contracts and Participants, with whom they maintain their demat accounts,
Arrangements in which Directors are interested maintained will be used by the Company for the payment of dividend. The
under Section 189 of the Act and other relevant documents, Company or its Registrar cannot act on any request received
upon login to NSDL e-Voting system at https://www.evoting. directly from the Members holding shares in demat form for any
nsdl.com. change of bank particulars. Such changes are to be intimated
only to the Depository Participant(s) of the Members. Members
18. Details as required in Regulation 36(3) of the SEBI Listing
holding shares in demat form are requested to intimate any
Regulations and Secretarial Standard on General Meetings (SS-2)
change in their address and / or bank mandate immediately to
issued by the ICSI in respect of the Directors seeking appointment/
their Depository Participants.
re-appointment at the AGM are provided as Annexure to this
Notice. Requisite declarations have been received from the 4. Members holding shares in physical form are requested to
Directors seeking appointment/ re-appointment. intimate any change of address and / or bank mandate to M/s
Alankit Assignments Limited, Registrar and Share Transfer Agent
19. In case of any query or clarification, the Members are requested
of the Company by sending a request on email at rta@alankit.
to address all correspondence, including on dividends, to the
com or contact the Company Secretary of the Company at
Company/ RTA at investor.grievance@grse.co.in /rta@alankit.
investor.grievance@grse.co.in.
com.
5. Pursuant to the requirement of the Finance Act, 2020, dividend
DIVIDEND RELATED INFORMATION
income is taxable in the hands of the Shareholders effective from
1. Dividend, if declared at the AGM, will be paid within 30 days 1 April 2020 and the Company is required to deduct tax at source
from the date of declaration, to those Members whose names (“TDS”) from dividend paid to Members at the prescribed rates.
appear on the Register of Members/ list of Beneficial owners as To enable compliance with TDS requirements, Members are
on the Record Date. requested to complete and/or update their Residential status,
PAN and category with their Depository Participants (“DPs”).
2. Payment of dividend shall be made through electronic mode to
No tax will be deducted on payment of dividend to the resident
the Shareholders who have updated their bank account details.
individual shareholders if the total dividend paid does not exceed
Dividend warrants / demand drafts will be despatched to the
`5,000/- The withholding tax rate would vary depending on the
registered address of the shareholders who have not updated
residential status of the shareholder and documents registered/
their bank account details.
submitted with the Company.
3. Members holding shares in demat form are hereby informed
that bank particulars registered with their respective Depository

A. RESIDENT SHAREHOLDERS
(a) Tax Deductible at Source for Resident Shareholders

Sr. No. Particulars Withholding tax rate Documents required (if any)
1 Valid PAN updated in the Company’s 10%* No document required (if no exemption is sought)
Register of Members
2 No PAN/Valid PAN not updated in the 20% No document required (if no exemption is sought)
Company’s Register of Members
TDS/ Withholding tax will be deducted, regardless
of dividend amount, if PAN of the shareholder is not
updated/ registered with the Company/ Depository
Participant/ Depositories.
3 Availability of lower/nil tax deduction Rate specified in the Lower tax deduction certificate obtained from Income
certificate issued by Income Tax certificate Tax Authority
Department u/s 197 of Income Tax Act,
1961
* As per the Finance Act, 2021, Section 206AB has been inserted effective July 1, 2021, wherein higher rate of tax (twice the specified
rate) would be applicable on payment made to a shareholder who is classified as ‘Specified Person’ as defined under the provisions of the
aforesaid Section.

Annual report 2021-22 151

(b) No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit and register following documents as
mentioned in the below table with the Company / RTA.

Sr. No. Particulars Withholding tax rate Documents required (if any)
1 Submission of form 15G/15H NIL Declaration in Form No. 15G (applicable to any person
other than a company or a firm) / Form 15H (applicable
to an Individual who is 60 years and above), fulfilling
certain conditions.
2 Shareholders to whom section 194 of the NIL Documentary evidence that the said provisions are not
Income Tax,1961 does not apply such as applicable.
LIC, GIC, etc.
3 Shareholder covered u/s 196 of Income NIL Documentary evidence for coverage u/s 196 of Income
Tax Act, 1961 such as Government, RBI, Tax Act, 1961
corporations established by Central Act &
mutual funds.
4 Category I and II Alternative Investment NIL SEBI registration certificate to claim benefit undersection
Fund 197A (1F) of Income Tax Act, 1961
5 • Recognised provident funds NIL Necessary documentary evidence as per Circular No.
• Approved superannuation fund 18/2017 issued by Central Board of Direct Taxes (CBDT)
• Approved gratuity fund
6 National Pension Scheme NIL No TDS as per section 197A (1E) of Income Tax Act,
1961
7 Any resident shareholder exempted from NIL Necessary documentary evidence substantiating
TDS deduction as per the provisions of exemption from deduction of TDS
Income Tax Act or by any other law or
notification
B. NON-RESIDENT SHAREHOLDERS:
Withholding tax on dividend payment to non-resident shareholders if the non-resident shareholders submit and register following document
as mentioned in below table with the Company / RTA

Sr. No. Particulars Withholding tax rate Documents required (if any)
1 Foreign Institutional 20% (plus applicable FPI registration number / certificate
Investors (FIIs) /Foreign surcharge and cess)*
Portfolio Investors (FPIs)
2 Other Non-resident 20% (plus applicable To avail beneficial rate of tax treaty following tax documents would be
shareholders surcharge and cess) required:
or tax treaty rate i) Tax Residency certificate issued by revenue authority of country of
whichever is beneficial residence of shareholder for the year in which dividend is received
ii) PAN declaration as per Rule 37BC of Income Tax Rules, 1962, in a
specified format.
iii) Form 10F filled & duly signed
iv) Self-declaration for non-existence of permanent establishment/ fixed
base in India
v) Self-declaration of beneficial ownership by the non-resident
shareholder
(Note: Application of beneficial Tax Treaty Rate shall depend upon
the completeness of the documents submitted by the Non-Resident
shareholder and review to the satisfaction of the Company)
3 Indian Branch of a Foreign NIL Lower tax deduction certificate u/s 195(3) obtained from Income Tax
Bank Authority Self-declaration confirming that the income is received on its
own account and not on behalf of the Foreign Bank and the same will be
included in taxable income of the branch in India

152 Garden Reach Shipbuilders & Engineers Ltd.

 NOTICE

Sr. No. Particulars Withholding tax rate Documents required (if any)
4 Availability of Lower/NIL Rate specified in Lower tax deduction certificate obtained from Income Tax Authority
tax deduction certificate certificate
issued by Income Tax
Department u/s 197 of
Income TaxAct, 1961
5 Any non-resident NIL Necessary documentary evidence substantiating exemption from TDS
shareholder exempted deduction
from TDS deduction as
per the provisions of
Income Tax Act or any
other law such as The
United Nations (Privileges
and Immunities) Act
1947, etc.
* As per the Finance Act, 2021, Section 206AB has been inserted effective July 1, 2021, wherein higher rate of tax (twice the specified rate)
would be applicable on payment made to a shareholder who is classified as ‘Specified Person’ as defined under the provisions of the aforesaid
section. However, in case a non-resident shareholder or a non-resident Foreign Portfolio Investor (FPI) / Foreign Institutional Investor (FII), higher
rate of tax as mentioned in Section 206AB shall not apply if such non-resident does not have a permanent establishment in India.

6. In order to enable us to determine the appropriate TDS / 2. Members holding shares in physical mode and who have not
withholding tax rate applicable, we request you to provide registered/ updated their email addresses with the Company are
the aforesaid details/ documents on or before Friday, 23rd requested to register/ update their email addresses by writing
September, 2022. Any communication on the tax determination/ to the Company at investor.grievance@grse.co.in along with the
deduction received post Friday, 23rd September, 2022 shall not copy of the signed request letter mentioning the Folio No., Name
be considered. It may be further noted that application of TDS and address of the Shareholder, scanned copy of the Share
rate is subject to necessary verification by the Company of the Certificate (front and back), self-attested copy of the PAN card
shareholder details as available in Register of Members as on the and any document (eg.: Aadhaar Card, Driving License, Election
Record Date, and other documents available with the Company Identity Card, Passport) in support of the registered address
/ RTA. of the Member. Members holding shares in dematerialised
mode are requested to provide DPID-CLID (16 digit DPID +
7. In case, TDS is deducted at a higher rate in absence of receipt
CLID or 16-digit beneficiary ID), Name, client master or copy
of the aforementioned details / documents from you, an option
of Consolidated Account statement, self-attested copy of PAN
is still available with the shareholder to file the return of income
and any document (eg.: Aadhaar Card, Driving License, Election
and claim an appropriate refund, if eligible.
Identity Card, Passport) to investor.grievance@grse.co.in. If you
8. The Company will arrange a soft copy of the TDS certificate to are an Individual shareholders holding securities in demat mode,
its shareholders through registered email registered with the you are requested to refer to the login method explained below
Company / RTA post payment of the said Dividend. Shareholders at step 1 (I) i.e. Login method for e-Voting and joining virtual
will be able to download the Form 26AS from the Income Tax meeting for Individual shareholders holding securities in demat
Department’s website https://incometaxindiaefiling.gov.in. mode.
9. In the event of any income tax demand (including interest, 3. In case of any queries / difficulties in registering the e-mail
penalty, etc.) arising from any misrepresentation, inaccuracy address, Members may write to investor.grievance@grse.co.in.
or omission of information provided by the Member/s, such
INSTRUCTIONS FOR MEMBERS FOR PARTICIPATING IN THE
Member/s will be responsible to indemnify the Company, and
AGM THROUGH VC/OAVM
also provide the Company with all information / documents and
co-operation in any appellate proceedings. 1. Member will be provided with a facility to attend the AGM
through VC/OAVM through the NSDL e-Voting system. Members
10. This Communication is not exhaustive and does not purport to
may access by following the steps mentioned below for Access
be a complete analysis or listing of all potential tax consequences
to NSDL e-Voting system. After successful login, you can see
in the matter of dividend payment. Shareholders should consult
link of “VC/OAVM link” placed under “Join Meeting” menu
their tax advisors for requisite action to be taken by them.
against company name. You are requested to click on VC/OAVM
ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR link placed under Join Meeting menu. The link for VC/OAVM
REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL will be available in Shareholder/Member login where the EVEN
REPORT AND PROCURING USER ID AND PASSWORD of Company will be displayed. Please note that the members
who do not have the User ID and Password for e-Voting or have
1. In accordance with the circulars issued by MCA and SEBI, Notice
forgotten the User ID and Password may retrieve the same by
of the 106th AGM along with Annual Report 2021-22 is being
following the remote e-Voting instructions mentioned in the
sent only through electronic mode to Members whose e-mail
notice to avoid last minute rush.
address is registered with the Company/ Depositories.

Annual report 2021-22 153

2. Members can join the AGM in the VC/OAVM mode 30 minutes AGM may register themselves as a speaker, may send their
before the scheduled time of the commencement of the Meeting request mentioning their name, DP ID and Client ID number/
by following the procedure mentioned in the Notice. The facility folio number, email id and mobile number at investor.grievance@
of participation at the AGM through VC/OAVM will be made grse.co.in latest by 5.00 p.m. on Wednesday, 21st September,
available for 1000 members on first come first served basis. 2022. Further, Shareholders are encouraged to express their
This will not include large Shareholders (Shareholders holding views/send queries in advance mentioning their name, DP ID and
2% or more shareholding), Promoters, Institutional Investors, Client ID number/ folio number, email id and mobile number at
Directors, Key Managerial Personnel, the Chairpersons of the investor.grievance@grse.co.in. Questions / queries received by
Audit Committee, Nomination and Remuneration Committee the Company till 5.00 p.m. on Wednesday, 21st September, 2022
and Stakeholders Relationship Committee, Auditors, Scrutinisers, shall only be considered and responded during the AGM.
etc. who are allowed to attend the AGM without restriction on
6. Those shareholders who have registered themselves as a speaker
account of first come first served basis.
will only be allowed to express their views/ask questions during
3. Members are encouraged to join the Meeting through Laptops the meeting. When a pre-registered speaker is invited to speak
for better experience. Further, Members will be required to at the meeting but he / she does not respond, the next speaker
allow Camera and use Internet with a good speed to avoid any will be invited to speak. Accordingly, all speakers are requested
disturbance during the meeting. to get connected to a device with a video/ camera along with
good internet speed. Further, the Company reserves the right
4. Please note that Participants Connecting from Mobile Devices or
to restrict the number of questions and number of speakers, as
Tablets or through Laptop connecting via Mobile Hotspot may
appropriate for smooth conduct of the AGM. In the interest of
experience Audio/Video loss due to Fluctuation in their respective
time, each speaker is requested to express his/her views in 2-3
network. It is therefore recommended to use Stable Wi-Fi or LAN
minutes of their allotted time.
Connection to mitigate any kind of aforesaid glitches.
7. Members who need assistance before or during the AGM, can
5. As the AGM is being conducted through VC / OAVM, for the
contact Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@
smooth conduct of proceedings of the AGM, the Shareholders
nsdl.co.in or call 1800 1020 990 / 1800 22 44 30.
who would like to express their views/ask questions during the

154 Garden Reach Shipbuilders & Engineers Ltd.

 NOTICE

INSTRUCTIONS FOR MEMBERS FOR E-VOTING

In compliance with Regulation 44 of SEBI Listing Regulations and Section 108 and other applicable provisions of the Act, read with the related
rules, as amended from time to time, the Company is pleased to provide e-voting facility to all its Shareholders, to enable them to cast their votes
electronically. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its Shareholders.
The details of the process and manner for e-voting are explained herein below. Further, the way to vote electronically on NSDL
e-Voting system consists of “Two Steps” which are as follows:
Step 1: Access to NSDL e-voting system:
I. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 on “e-voting facility provided by Listed
Companies”, the Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and e-mail ID in their demat accounts in
order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:

Type of Shareholders Login Method

Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a
holding securities in demat Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon
mode with NSDL. under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing
User ID and Password. After successful authentication, you will be able to see e-Voting services under
Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be
re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.
com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting
system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the
QR code mentioned below for seamless voting experience.

Annual report 2021-22 155

 Type of Shareholders Login Method
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password.
holding securities in demat Option will be made available to reach e-Voting page without any further authentication. The URL for
mode with CDSL users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.
com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu
will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.
com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN
No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication,
user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository Participant
(holding securities in demat registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option.
mode) login through their Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication,
depository participants wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.

Important Note: Members who are unable to retrieve User ID/ Alternatively, if you are registered for NSDL eservices i.e. IDEAS,
Password are advised to use Forget User ID and Forget Password you can log-in at https://eservices.nsdl.com/ with your existing
option available at abovementioned website. IDEAS login. Once you log-in to NSDL eservices after using your
log-in credentials, click on e-Voting and you can proceed to Step
Individual Shareholders holding shares in demat mode who
2 i.e. Cast your vote electronically.
need assistance for any technical issues related to login through
Depository i.e. NSDL and CDSL may reach out to below helpdesk: 4. Your User ID details are given below:

Login type Helpdesk details Manner of holding

shares i.e. Demat (NSDL Your User ID is:
Individual Members facing any technical issue
or CDSL) or Physical
Shareholders holding in login can contact NSDL helpdesk
securities in demat by sending a request at evoting@ a) For Members who hold 8 Character DP ID followed by 8
mode with NSDL nsdl.co.in or call at toll free no.: 1800 shares in demat account Digit Client ID
1020 990 and 1800 22 44 30 with NSDL.
For example if your DP ID is
Individual Members facing any technical issue IN300*** and Client ID is
Shareholders holding in login can contact CDSL helpdesk 12****** then your user ID is
securities in demat by sending a request at helpdesk. IN300***12******.
mode with CDSL evoting@cdslindia.com or contact at
b) For Members who hold 16 Digit Beneficiary ID
022- 23058738 or 022-23058542-43
shares in demat account
For example if your Beneficiary ID
II. Login Method for e-voting and joining virtual meeting for with CDSL.
is 12************** then your
shareholders other than Individual shareholders holding
user ID is 12**************
securities in demat mode and shareholders holding
securities in physical mode. c) For Members holding EVEN Number followed by Folio
shares in Physical Form. Number registered with the
How to Log-in to NSDL e-voting website?
company
1. Visit the e-Voting website of NSDL. Open web browser by
For example if folio number is
typing the following URL: https://www.evoting.nsdl.com/
001*** and EVEN is 101456
either on a Personal Computer or on a mobile.
then user ID is 101456001***
2. Once the home page of e-Voting system is launched, click
5. Password details for shareholders other than Individual
on the icon “Login” which is available under ‘Shareholder/
shareholders are given below:
Member’ section.
(a) If you are already registered for e-Voting, then you can user
3. A new screen will open. You will have to enter your User
your existing password to login and cast your vote.
ID, your Password/OTP and a Verification Code as shown
on the screen. (b) If you are using NSDL e-Voting system for the first time,
you will need to retrieve the ‘initial password’ which was

156 Garden Reach Shipbuilders & Engineers Ltd.

 NOTICE

communicated to you. Once you retrieve your ‘initial 5. Upon confirmation, the message “Vote cast successfully” will be
password’, you need to enter the ‘initial password’ and the displayed.
system will force you to change your password.
6. You can also take the printout of the votes cast by you by clicking
(c) How to retrieve your ‘initial password’? on the print option on the confirmation page.
i) If your email ID is registered in your demat account 7. Once you confirm your vote on the resolution, you will not be
or with the company, your ‘initial password’ is allowed to modify your vote.
communicated to you on your email ID. Trace the
General Guidelines for Shareholders
email sent to you from NSDL from your mailbox. Open
the email and open the attachment i.e. a .pdf file. 1. Institutional / Corporate Members (i.e. other than individuals,
Open the .pdf file. The password to open the .pdf HUF, NRI etc.) are required to send scanned copy (PDF/JPG
file is your 8 digit client ID for NSDL account, last 8 Format) of the relevant Board Resolution / Authority letter
digits of client ID for CDSL account or folio number etc., with attested specimen signature of the duly authorized
for shares held in physical form. The .pdf file contains signatory(ies) who are authorized to vote, to the Scrutinizer by
your ‘User ID’ and your ‘initial password’. e-mail to evoting@grse.co.in with a copy marked to evoting@
nsdl.co.in. Institutional shareholders (i.e. other than individuals,
ii) If your email ID is not registered, please follow steps
HUF, NRI etc.) can also upload their Board Resolution / Power
mentioned above in process for those shareholders
of Attorney / Authority Letter etc. by clicking on “Upload Board
whose email IDs are not registered.
Resolution / Authority Letter” displayed under “e-Voting” tab in
6. If you are unable to retrieve or have not received the “Initial their login.
password” or have forgotten your password:
2. In case of joint holders attending the meeting, the Member
(a) Click on “Forgot User Details/Password?” (If you are holding whose name appears as the first holder in the order of names as
shares in your demat account with NSDL or CDSL) option per the Register of Members of the Company will be entitled to
available on www.evoting.nsdl.com. vote.
(b) Physical User Reset Password?” (If you are holding shares in 3. Any person holding shares in physical form and non-individual
physical mode) option available on www.evoting.nsdl.com. shareholders, who acquire shares and become Members of the
Company after the sending of Notice and hold shares as on
(c) If you are still unable to get the password by aforesaid
cut-off date i.e. 26 August, 2022, may obtain the USER ID and
two options, you can send a request at evoting@nsdl.co.in
password by sending request at evoting@nsdl.co.in or to the RTA
mentioning your demat account number/folio number,
at their e-mail id rta@alankit.com. However, if you are already
your PAN, your name and your registered address etc.
registered with NSDL for remote e-voting then you can use your
(d) Members can also use the OTP (One Time Password) based existing User ID and password for casting your vote. If you forgot
login for casting the votes on the e-Voting system of NSDL. your password, you can reset your password by using “Forgot
User Details/Password” or “Physical User Reset Password” option
7. After entering your password, tick on Agree to “Terms and
available on www.evoting.nsdl.com or call on toll free no. 1800
Conditions” by selecting on the check box.
1020 990 and 1800 22 44 30. In case of Individual Shareholders
8. Now, you will have to click on “Login” button. holding securities in demat mode who acquires shares of the
Company and becomes a Member of the Company after sending
9. After you click on the “Login” button, Home page of e-Voting of the Notice and hold shares as of the cut-off date i.e. 26 Aug,
will open. 2022, may follow steps mentioned above under the section
Step 2: Cast your vote electronically and join General Meeting “Step 1: Access to NSDL e-Voting system”.
on NSDL e-voting system. 4. It is strongly recommended not to share your password with
I. How to cast your vote electronically and join AGM on NSDL any other person and take utmost care to keep your password
e-voting system? confidential. Login to the e-voting website will be disabled upon
five unsuccessful attempts to key in the correct password. In
1. After successful login at Step 1, you will be able to see all the such an event, you will need to go through the “Forgot User
companies “EVEN” in which you are holding shares and whose Details/Password?” or “Physical User Reset Password?” option
voting cycle and General Meeting is in active status. available on www.evoting.nsdl.com to reset the password.
2. Select “EVEN” of company for which you wish to cast your vote 5. In case of any queries, you may refer the Frequently Asked
during the remote e-Voting period and casting your vote during Questions (FAQs) for Shareholders and e-voting user manual for
the General Meeting. For joining virtual meeting, you need to Shareholders available at the download section of www.evoting.
click on “VC/OAVM” link placed under “Join Meeting”. nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22
3. Now you are ready for e-Voting as the Voting page opens. 44 30 or send a request to Ms. Pallavi Mhatre, Senior Manager
at evoting@nsdl.co.in. Members may also write to the Company
4. Cast your vote by selecting appropriate options i.e. assent or Secretary at the Company’s email address at evoting@grse.co.in.
dissent, verify/modify the number of shares for which you wish
to cast your vote and click on “Submit” and also “Confirm” when
prompted.

Annual report 2021-22 157

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF 31st March, 2023 at an audit fees of `58,000/- plus taxes and out of
THE AGM pocket expenses incurred in connection with the aforesaid audit.
1. The procedure for e-voting on the day of the AGM is same as the In accordance with the provisions of Section 148 of the Companies
instructions mentioned above for remote e-voting. Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to the Cost Auditors has to be ratified by the
2. Only those Members/shareholders, who will be present in the
Shareholders of the Company. Accordingly, consent of the Members
AGM through VC / OAVM facility and have not casted their vote
is sought for passing an Ordinary Resolution as set out at Item No. 5
on the Resolutions through remote e-voting and are otherwise
of the Notice for ratification of the remuneration payable to the Cost
not barred from doing so, shall be eligible to vote through
Auditors for the financial year ending 31st March, 2023.
e-voting system in the AGM.
None of the Directors, Key Managerial Personnel of the Company or
3. Members who have voted through remote e-voting will be
their relatives is, in any way, concerned or interested, financially or
eligible to attend the AGM. However, they will not be eligible to
otherwise, in the resolution set out at Item No. 5 of the Notice.
vote at the AGM.
The Board recommends the Ordinary Resolution set out at Item No. 5
4. Members who need assistance before or during the AGM with
of the Notice for approval of the Shareholders.
use of technology, can contact the persons as mentioned above
under the section “Instructions for Members for e-Voting and/or By Order of the Board
General Guidelines for Shareholders”. Garden Reach Shipbuilders & Engineers Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF

THE COMPANIES ACT, 2013 Sd/-
Item No. (5) (Sandeep Mahapatra)
Company Secretary and Compliance Officer
The Board of Directors of the Company, on the recommendation of Membership No. ACS 10992
Audit Committee, approved the appointment of M/s. Chatterjee & Co., Date: 11th August, 2022
Cost Accountants as the Cost Auditor of the Company, to conduct the Place: Kolkata
audit of the cost records of the Company for the financial year ending

158 Garden Reach Shipbuilders & Engineers Ltd.

 NOTICE

Annexure
Additional information on Directors Retiring by Rotation / Seeking Appointment / Re-Appointment at the 106th AGM as required
under Regulation 36(3) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, is as under:

Shri Ramesh Kumar Dash (DIN: 08511344)

Date of Birth 02 May 1965
Date of Appointment 01 Jul 2020
Qualifications • Master of Commerce (M.COM)
• Associate Cost Accountant (ACMA)
• Bachelor of law (LLB)
Experience and Expertise in specific functional Shri Ramesh Kumar Dash was appointed as Director (Finance) & CFO of the Company w.e.f.
areas on 01 July, 2022.
He has over 30 years of extensive experience in Finance, Accounts, Pricing, Budgeting,
Taxation and Audit Functions. Further, prior to GRSE, Shri R K Dash was working with
Hindustan Aeronautics Limited (HAL) and he was also a Nominee Director on the Board of
M/s HALBIT AVIONICS Private Limited, Bangalore (a Joint Venture Company of HAL) from
25 Jul 2019 to 17 May 2020.
Listed entities in which the person also holds the Garden Reach Shipbuilders & Engineers Limited
directorship and the membership of Committees
of the Board.
Resignation from the directorship of the listed NIL
companies in the past three years
Membership / Chairmanship of Committees Garden Reach Shipbuilders & Engineers Limited
across all listed companies
• Audit Committee – Permanent Special Invitee
• CSR & Sustainability Committee – Member
• Stakeholder Relationship Committee – Member
• Risk Management Committee – Member
• Procurement Committee - Member
Directorship held in other unlisted companies NIL
Membership / Chairmanship of Committees of NIL
other unlisted Companies
Terms and Conditions of The Company being a Government Company under the administrative control of the
Ministry of Defence, the power to appoint Directors and the terms and conditions of such
Appointment
appointment, vests with the Government of India.

Number of meetings of the Board attended since 16

the date of appointment
Relationship with other Directors / Key Managerial NIL
Personnel
Number of shares held in the Company (self and NIL
as a beneficial owner)

Annual report 2021-22 159