GARDEN REACH SHIPBUILDERS & ENGINEERS LIMITED

Registered and Corporate Office: GRSE Bhavan, 61, Garden Reach Road, Kolkata-700024
Ph: (033)-24698105-108, Fax: (033)-24698150
Website: www.grse.in Email: [email protected]
CIN: L35111WB1934GOI007891

NOTICE OF 105th ANNUAL GENERAL MEETING

NOTICE is hereby given that the 105th Annual General Meeting of Garden Reach Shipbuilders &
Engineers Limited will be held on Friday, 10th September, 2021 at 1030 hours through Video
Conference / Other Audio Visual Means, to transact the following businesses:

ORDINARY BUSINESS:

(1) To consider and adopt the audited financial statements for the financial year ended
31st March, 2021 and the Reports of the Board of Directors and Auditors thereon.

(2) To confirm the payment of Interim Dividend of ₹3.85/- per equity share and to declare
a Final Dividend of ₹1.15/- per equity share for the financial year 2020-21 (i.e. total
Dividend of ₹5/- per equity share).

(3) To appoint a Director in place of Cmde Hari P R, IN (Retd.) (DIN: 08591411), who retires
by rotation and being eligible, offers himself for re-appointment.

(4) To fix the remuneration of Statutory Auditors to be appointed by the Comptroller &
Auditor General of India for the financial year 2021-22.

In terms of provisions of Section 142 of the Companies Act, 2013, the remuneration of
the Auditors shall be fixed by the Company in General Meeting or in such manner as
the Company in General Meeting may determine. Hence, it is proposed that the
Members may authorise the Board to fix the remuneration of the Statutory Auditors of
the Company for the Financial Year 2021-22, as may deem fit.

SPECIAL BUSINESS:

(5) To ratify the remuneration payable to the Cost Auditors for the financial year ending
31st March, 2022 and in this regard to consider and if thought fit, to pass, the following
resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable
provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder
(including any statutory modification(s) therein or re-enactment thereof, for the time
being in force), the remuneration payable to M/s Chatterjee & Co., Cost Accountants,

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 appointed by the Board of Directors of the Company to conduct audit of the cost
records of the Company for the financial year ending 31st March, 2022, amounting to
₹58,000/- plus applicable taxes and out of pocket expenses incurred in connection with
the aforesaid audit, be and is hereby ratified.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorised to do all acts and take all such steps as may be necessary, proper or
expedient to give effect to this resolution.”

(6) To appoint Shri Surendra Prasad Yadav (DIN: 02267582) as Government Nominee
Director on the Board of the Company and in this regard to consider and if thought fit,
to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 152, 161 and all other applicable provisions of
the Companies Act, 2013 (the ‘Act’) and the Rules made thereunder, read with the
Articles of Association of the Company, Shri Surendra Prasad Yadav (DIN: 02267582)
who was appointed as Government Nominee Director by the President of India vide
Ministry of Defence letter No. 8(32)/2019-D(Coord/DDP) dated 27 Jul 2020 and
subsequent appointment by the Board of Directors with effect from 14th September,
2020 to hold office until the date of this Annual General Meeting be and is hereby
appointed as Part-Time Official Director (Government Nominee Director) on the terms,
conditions and tenure as may be determined by the President of India from time to
time.”

By Order of the Board

Garden Reach Shipbuilders & Engineers Limited

Sd/-
(Sandeep Mahapatra)
Company Secretary and Compliance Officer
Membership No. ACS 10992
Date: 26th July, 2021
Place: Kolkata

Notes:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the ‘Act’),
setting out material facts concerning the business under Item No. 5 of the accompanying
Notice, is annexed hereto. The Board of Directors of the Company at its meeting held on 26th
July, 2021 and through circulation resolution on 30th August, 2021 considered that the
special business under Item No. 5 & 6, being considered unavoidable, be transacted at the
105th AGM of the Company.

2. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”),
vide its circular No. 02/2021 dated 13th January, 2021 read together with circular(s) no.
20/2020 dated 5th May, 2020, no. 14/2020 dated 8th April, 2020 and no. 17/2020 dated 13th
April, 2020 and the Securities and Exchange Board of India (“SEBI”) vide its circular(s) no.
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 SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 and
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SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January, 2021 (hereinafter collectively
referred as “the Circulars”) has allowed the Companies to conduct the AGM through Video
Conferencing (VC) or Other Audio Visual Means (OAVM). In accordance with the said
circulars and applicable provisions of the Companies Act, 2013 (“the Act”) and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the
105th AGM of the Company shall be conducted through VC/ OAVM. The deemed venue for
the 105th AGM shall be the Registered and Corporate Office of the Company at GRSE Bhavan,
61, Garden Reach Road, Kolkata – 700 024.

3. Pursuant to the provisions of the Companies Act, 2013 (“Act”), a Member entitled to attend
and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and
the proxy need not be a Member of the Company. Since this AGM is being held pursuant to
the circulars through VC / OAVM, physical attendance of Members has been dispensed with.
Accordingly, the facility for appointment of proxies by the Members will not be available for
the AGM and hence the Proxy Form, Attendance Slip and route map of the AGM are not
annexed to this Notice. However, Institutional / Corporate Members are requested to send
scanned copy of a certified Board resolution authorising its representatives to attend and
vote at the AGM, to the Company at [email protected].

4. National Securities Depositories Limited (‘NSDL’) will be providing facility for voting through
remote e-voting, participation in the AGM through VC / OAVM facility and e-voting during
the AGM. The procedure for participating in the meeting through VC / OAVM is explained in
this Notice and is also available on the website of the Company at www.grse.in.

5. In terms of Section 108 of the Act read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India (“ICSI”) and Regulation 44 of SEBI
Listing Regulations read with the Circulars issued by MCA and SEBI and also SEBI circular no.
SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09 December, 2020, the Company is providing
remote e-voting facility to its Members in respect of the business to be transacted at the
AGM and facility for those Members participating in the AGM to cast vote through e-voting
system during the AGM.

6. The Board of Directors of the Company has appointed Mr. A. K. Labh, Practising Company
Secretary (FCS: 4848 / CP No.: 3238) of M/s. A. K. Labh & Co., Company Secretaries, to act as
the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner.

7. The voting right of shareholders shall be in proportion to their share in the paid-up equity
share capital of the Company as on Friday, 03rd September, 2021 (“record date”). Only those
Members whose names appear in the Register of Members of the Company or in the
Register of Beneficial Owners maintained by the Depositories (NSDL/ CDSL) as on the record
date will be entitled to cast their votes by remote e-voting or e-voting during AGM. A person
who is not a Member on the record date should accordingly treat this Notice for information
purposes only.

8. Members may cast their votes on electronic voting system from any place (remote e-voting).
The remote e-voting period will commence at 9.00 a.m. on Tuesday, 07th September, 2021
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 and will end at 5.00 p.m. on Thursday, 09 th September, 2021. Thereafter, the remote e-voting
module shall be disabled by NSDL for voting. Once the vote on a resolution is cast by the
Member, the Member shall not be allowed to change the vote subsequently. In addition, the
facility for e-voting through electronic voting system shall also be made available during the
AGM. Members attending the AGM who have not cast their vote by remote e-voting shall be
eligible to cast their vote through e-voting during the AGM. Members who have voted
through remote e-voting shall be eligible to attend the AGM, however, they shall not be
eligible to vote at the meeting. Members holding shares in physical form are requested to
access the remote e-voting facility provided by the Company through NSDL e-voting system
at https://www.evoting.nsdl.com/.

9. Shareholders are requested to read the instructions as stated in this Notice under the section
“Instructions for Members for e-Voting”.

10. Members are requested to claim any money lying in the Unpaid Dividend Account(s) with the
Company since the Company is obliged to transfer any money lying in such Account, which
remains unpaid or unclaimed for a period of seven years from the date of such transfer to
the Account, to the credit of the Investor Education and Protection Fund established by the
Central Government. The detailed unpaid/ unclaimed dividend history is available on website
of the Company at www.grse.in.

11. This Notice of AGM along with the Annual Report 2020-21 is being sent to all the
Shareholders, whose name appear in the Register of Members/list of Beneficial Owners on
13 August, 2021, as received from Depositories (NSDL / CDSL).

12. The Annual Report 2020-21 along with the AGM Notice is also being uploaded on the
Company’s website at www.grse.in and on the website of NSDL at https://evoting.nsdl.com.
The Annual Report 2020-21 along with the Notice can also be accessed from the websites of
the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at
www.bseindia.com and www.nseindia.com, respectively.

13. The Results of e-voting will be declared within two working days from the conclusion of the
AGM and the Resolutions will be deemed to be passed on the date of the AGM, subject to
receipt of requisite number of votes. The declared Results, along with the Scrutinizer’s
Report, will be placed on the Company’s website www.grse.in under the section ‘Investors
Corner’. The voting results will be communicated to the stock exchanges where the shares of
the Company are listed, depositories, RTA and shall also be displayed on the website of NSDL
i.e. www.evoting.nsdl.com.

14. The attendance of the Members attending the AGM through VC / OAVM shall be counted for
the purpose of reckoning the quorum under Section 103 of the Act.

15. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies
can be transferred only in dematerialised form with effect from 1st April, 2019, except in case
of request received for transmission or transposition of securities. Further, SEBI vide its
circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated 02nd December, 2020 had fixed
31 March, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that
are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate
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 all risks associated with physical shares and for ease of portfolio management, members
holding shares in physical form are requested to consider converting their holdings to
dematerialised form.

16. All the documents referred to in the accompanying Notice and Explanatory Statement will be
available for inspection through electronic mode basis, the request for the same may be sent
to [email protected].

17. During the AGM, Members may access the Register of Directors and Key Managerial
Personnel and their shareholding maintained under Section 170 of the Act and the Register
of Contracts and Arrangements in which Directors are interested maintained under Section
189 of the Act and other relevant documents, upon Log-in to NSDL e-Voting system at
https://www.evoting.nsdl.com.

18. Details as required in Regulation 36(3) of the SEBI Listing Regulations and Secretarial
Standard on General Meetings (SS-2) issued by the ICSI in respect of the Directors seeking
appointment/ re-appointment at the AGM are provided as Annexure to this Notice. Requisite
declarations have been received from the Directors seeking appointment/ re-appointment.

19. In case of any query or clarification, the Members are requested to address all
correspondence, including on dividends, to the Company/ RTA at
[email protected] /[email protected].

DIVIDEND RELATED INFORMATION

1. Dividend, if declared at the AGM, will be paid within 30 days from the date of declaration, to
those Members whose names appear on the Register of Members/ list of Beneficial owners
as on the Record Date.

2. Payment of dividend shall be made through electronic mode to the Shareholders who have
updated their bank account details. Dividend warrants / demand drafts will be despatched to
the registered address of the shareholders who have not updated their bank account details.

3. Members holding shares in demat form are hereby informed that bank particulars registered
with their respective Depository Participants, with whom they maintain their demat
accounts, will be used by the Company for the payment of dividend. The Company or its
Registrar cannot act on any request received directly from the Members holding shares in
demat form for any change of bank particulars. Such changes are to be intimated only to the
Depository Participant(s) of the Members. Members holding shares in demat form are
requested to intimate any change in their address and / or bank mandate immediately to
their Depository Participants.

4. Members holding shares in physical form are requested to intimate any change of address
and / or bank mandate to M/s Alankit Assignments Limited, Registrar and Share Transfer
Agent of the Company by sending a request on email at [email protected] or contact the
Company Secretary of the Company at [email protected].

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5. Pursuant to the requirement of Income Tax Act, 1961, the Company will be required to
deduct Tax at Source (TDS) at the prescribed rates on the dividend paid to its shareholders.
No tax will be deducted on payment of dividend to the resident individual shareholders if the
total dividend paid does not exceed 5,000/- The withholding tax rate would vary depending
on the residential status of the shareholder and documents registered/submitted with the
Company.

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

Sr. Particulars Withholding Documents required (if any)

No. tax rate
1 Valid PAN updated in the 10% No document required (if no exemption is sought)
Company’s Register of Members
2 No PAN/Valid PAN not updated in 20% No document required (if no exemption is sought)
the 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 Rate specified Lower tax deduction certificate obtained from Income
deduction certificate issued by in the Tax Authority
Income Tax Department u/s 197 of certificate
Income Tax Act, 1961

(b) No Tax Deductible at Source on dividend payment to resident shareholders if the

Shareholders submit and register following documents as mentioned in column no. 4 of
the below table with the Company / RTA.

Sr. Particulars Withholding Documents required (if any)

No. tax rate
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 NIL Documentary evidence that the said provisions are
of the Income Tax,1961 does not not applicable.
apply such as LIC, GIC, etc.
3 Shareholder covered u/s 196 of NIL Documentary evidence for coverage u/s 196 of
Income Tax Act, 1961 such as Income Tax Act, 1961
Government, RBI, corporations
established by Central Act & mutual
funds.
4 Category I and II Alternative NIL SEBI registration certificate to claim benefit
Investment Fund undersection 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
 Approved gratuity fund (CBDT)
6 National Pension Scheme NIL No TDS as per section 197A (1E) of Income Tax Act,
1961
7 Any resident shareholder exempted NIL Necessary documentary evidence substantiating
from TDS deduction as per the exemption from deduction of TDS
provisions of Income Tax Act or by
any other law or notification

B. NON-RESIDENT SHAREHOLDERS:

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 Withholding tax on dividend payment to non-resident shareholders if the non-resident
shareholders submit and register following document as mentioned in column no. 4 of the
below table with the Company / RTA

Sr. Particulars Withholding Documents required (if any)

No. tax rate
1 Foreign Institutional Investors (FIIs) / 20% (plus FPI registration number / certificate
Foreign Portfolio Investors (FPIs) applicable
surcharge and
cess)
2 Other Non-resident shareholders 20% (plus To avail beneficial rate of tax treaty following tax
applicable documents would be required:
surcharge and i) Tax Residency certificate issued by revenue
authority of country of residence of shareholder
cess) or tax
for the year in which dividend is received
treaty rate ii) PAN declaration as per Rule 37BC of Income Tax
whichever is Rules, 1962, in a specified format.
beneficial iii) Form 10F filled & duly signed
iv) Self-declaration for non-existence of permanent
establishment/ fixed base in India

(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 Bank NIL Lower tax deduction certificate u/s 195(3) obtained
from Income Tax 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
4 Availability of Lower/NIL tax Rate specified Lower tax deduction certificate obtained from
deduction certificate issued by in certificate Income Tax Authority
Income Tax Department u/s 197 of
Income TaxAct, 1961
5 Any non-resident shareholder NIL Necessary documentary evidence substantiating
exempted from TDS deduction as exemption from TDS deduction
per the provisions of Income Tax Act
or any other law such as The United
Nations (Privileges and Immunities)
Act 1947, etc.

6. In order to enable us to determine the appropriate TDS / withholding tax rate applicable, we
request you to provide the aforesaid details/ documents on or before Friday, 10th
September, 2021. Any communication on the tax determination/deduction received post
10th September, 2021 shall not be considered. It may be further noted that application of
TDS rate is subject to necessary verification by the Company of the shareholder details as
available in Register of Members as on the Record Date, and other documents available with
the Company / RTA.

7. In case, TDS is deducted at a higher rate in absence of receipt of the aforementioned details /
documents from you, an option is still available with the shareholder to file the return of
income and claim an appropriate refund, if eligible.

8. The Company will arrange a soft copy of the TDS certificate to its shareholders through
registered email registered with the Company / RTA post payment of the said Dividend.

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 Shareholders will be able to download the Form 26AS from the Income Tax Department’s
website https://incometaxindiaefiling.gov.in.

9. In the event of any income tax demand (including interest, penalty, etc.) arising from any
misrepresentation, inaccuracy or omission of information provided by the Member/s, such
Member/s will be responsible to indemnify the Company and also, provide the Company
with all information / documents and co-operation in any appellate proceedings.

10. This Communication is not exhaustive and does not purport to be a complete analysis or
listing of all potential tax consequences in the matter of dividend payment. Shareholders
should consult their tax advisors for requisite action to be taken by them.

ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR
OBTAINING COPY OF ANNUAL REPORT AND PROCURING USER ID AND PASSWORD

1. In accordance with, the General Circular No. 20/2020 dated 5th May, 2020 and General
Circular No. 02/2021 dated 13th January, 2021 issued by MCA and Circular No. SEBI/HO/CFD/
CMD1/CIR/P/2020/79 dated 12th May, 2020 and Circular No.
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SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January, 2021 issued by SEBI, Notice of the
AGM along with Annual Report 2020-21 is being sent only through electronic mode to
Members whose e-mail address is registered with the Company/ Depositories.

2. Members holding shares in physical mode and who have not registered/ updated their email
addresses with the Company are requested to register/ update their email addresses by
writing to the Company at [email protected] along with the copy of the signed
request letter mentioning the Folio No., Name and address of the Shareholder, scanned copy
of the Share Certificate (front and back), self-attested copy of the PAN card and any
document (eg.: Aadhaar Card, Driving License, Election Identity Card, Passport) in support of
the registered address of the Member. Members holding shares in dematerialised mode are
requested to provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), Name, client
master or copy of Consolidated Account statement, self-attested copy of PAN and any
document (eg.: Aadhaar Card, Driving License, Election Identity Card, Passport) to
[email protected]. In case of any queries / difficulties in registering the e-mail
address, Members may write to [email protected].

INSTRUCTIONS FOR MEMBERS FOR PARTICIPATING IN THE AGM THROUGH VC/OAVM

1. Members will be provided with a facility to attend the AGM through VC / OAVM through the
NSDL e-voting system. Members may access the following steps mentioned below for ‘Access
to NSDL e-voting system’. After successful login, you can see link of “VC/OVAM link” placed
under “Join General Meeting’ menu against the Company name. You are requested to click
on VC/ OVAM link placed under Join General Meeting. The link for VC / OAVM will be
available in shareholders/ members login where the EVEN of Company will be displayed.
Please note that the Members who do not have the User ID and Password for e-voting or
have forgotten the User ID and Password may retrieve the same by following the remote e-
voting instructions mentioned in the notice to avoid last minute rush.

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2. Members can join the AGM in the VC/OAVM mode 30 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure
mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be
made available for 1000 members on first come first served basis. This will not include large
Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee,
Auditors, Scrutinisers, etc. who are allowed to attend the AGM without restriction on
account of first come first served basis.

3. Members are encouraged to join the Meeting through Laptops for better experience.
Further, Members will be required to allow Camera and use Internet with a good speed to
avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to
mitigate any kind of aforesaid glitches.

5. As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings
of the AGM, the Shareholders who would like to express their views/ask questions during the
AGM may register themselves as a speaker, may send their request mentioning their name,
DP ID and Client ID number/ folio number, email id and mobile number at
[email protected] between 9.00 a.m. on Monday, 06th September, 2021 and
5.00 p.m. on Wednesday, 08th September, 2021. Further, Shareholders are encouraged to
express their views/send queries in advance mentioning their name, DP ID and Client ID
number/ folio number, email id and mobile number at [email protected].
Questions / queries received by the Company till 5.00 p.m. on Wednesday, 08th September,
2021 shall only be considered and responded during the AGM.

6. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting. When a pre-registered speaker is
invited to speak at the meeting but he / she does not respond, the next speaker will be
invited to speak. Accordingly, all speakers are requested to get connected to a device with a
video/ camera along with good internet speed. Further, the Company reserves the right to
restrict the number of questions and number of speakers, as appropriate for smooth conduct
of the AGM. In the interest of time, each speaker is requested to express his/her views in 2-3
minutes of their allotted time.

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, 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.

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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:

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.

I. Login method for Individual shareholders holding securities in demat mode is given below:

Type of Shareholders Login Method

Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
Shareholders holding https://eservices.nsdl.com either on a Personal Computer or on a
securities in demat mobile. On the e-Services home page click on the “Beneficial
mode with NSDL. Owner” icon 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.

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 4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for
seamless voting experience.

Individual 1. Existing users who have opted for Easi / Easiest, they can login
Shareholders holding through their user id and password. Option will be made available
securities in demat to reach e-Voting page without any further authentication. The URL
mode with CDSL
for 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 You can also login using the login credentials of your demat account
Shareholders (holding through your Depository Participant registered with NSDL/CDSL for e-
securities in demat Voting facility. upon logging in, you will be able to see e-Voting option.
mode) login through Click on e-Voting option, you will be redirected to NSDL/CDSL
their depository Depository site after successful authentication, wherein you can see e-
participants 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/Password are advised to use Forget
User ID and Forget Password option available at abovementioned website.

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Individual Shareholders holding shares in demat mode who need assistance for any technical issues
related to login through Depository i.e. NSDL and CDSL may reach out to below helpdesk:

Login type Helpdesk details

Individual Shareholders Members facing any technical issue in login can contact NSDL
holding securities in helpdesk by sending a request at [email protected] or call at toll
demat mode with NSDL free No. 1800 1020 990 and 1800 22 44 30
Individual Shareholders Members facing any technical issue in login can contact CDSL
holding securities helpdesk by sending a request at [email protected]
in demat mode with CDSL or contact at 022- 23058738 or 022-23058542-43

II. Login Method for e-voting and joining virtual meeting for shareholders other than Individual
shareholders holding securities in demat mode and shareholders holding securities in physical
mode.

How to Log-in to NSDL e-voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing 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 2
i.e. Cast your vote electronically.

4. Your User ID details are given below:

Manner of holding shares i.e. Your User ID is:

Demat (NSDL or CDSL) or Physical
a) For Members who hold shares 8 Character DP ID followed by 8 Digit Client ID
in demat account with NSDL For example:
if your DP ID is IN300*** and Client ID is
12****** then your User ID is
IN300***12******.
b) For Members who hold shares 16 Digit Beneficiary ID
in demat account with CDSL For example:
if your Beneficiary ID is 12**************
then your User ID is 12**************
c) For Members holding shares in EVEN Number followed by Folio Number
Physical Form registered with the Company
For example:
if folio number is 001*** and EVEN is 101456
then your User ID is 101456001***

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 5. Password details for shareholders other than Individual shareholders are given below:
(a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.
(b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to
change your password.
(c) How to retrieve your ‘initial password’?
i) If your email ID is registered in your demat account or with the company, your
‘initial password’ is communicated to you on your email ID. Trace the email sent
to you from NSDL from your mailbox. Open the email and open the attachment
i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8
digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your ‘User ID’ and
your ‘initial password’.
ii) If your email ID is not registered, please follow steps mentioned below in
process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten
your password:
(a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat
account with NSDL or CDSL) option available on www.evoting.nsdl.com.
(b) Physical User Reset Password?” (If you are holding shares in physical mode) option
available on www.evoting.nsdl.com.
(c) If you are still unable to get the password by aforesaid two options, you can send a
request at [email protected] mentioning your demat account number/folio number,
your PAN, your name and your registered address etc.
(d) Members can also use the OTP (One Time Password) based login for casting the votes
on the e-Voting system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the
check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-voting system.

I. How to cast your vote electronically and join AGM on NSDL e-voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which
you are holding shares and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting
period and casting your vote during the General Meeting. For joining virtual meeting, you
need to click on “VC/OAVM” link placed under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the
number of shares for which you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.
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 5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on
the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders

1. Institutional / Corporate Members (i.e. other than individuals, HUF, NRI etc.) are required to
send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc.,
with attested specimen signature of the duly authorized signatory(ies) who are authorized to
vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to
[email protected].

2. In case of joint holders attending the meeting, the Member whose name appears as the first
holder in the order of names as per the Register of Members of the Company will be entitled to
vote.

3. Any person holding shares in physical form and non-individual shareholders Persons, who
acquire shares and become Members of the Company after the dispatch of Notice and hold
shares as on cut-off date i.e. 13 August, 2021, may obtain the USER ID and password by sending
request at [email protected] or to the RTA at their e-mail id [email protected]. However, if you
are already registered with NSDL for remote e-voting then you can use your existing User ID
and password for casting your vote. If you forgot your password, you can reset your password
by using “Forgot User Details/Password” or “Physical User Reset Password” option available on
www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30. In case of
Individual Shareholders holding securities in demat mode who acquires shares of the Company
and becomes a Member of the Company after sending of the Notice and hold shares as of the
cut-off date i.e. 13 August, 2021, may follow steps mentioned above under the section “Step 1:
Access to NSDL e-Voting system”.

4. It is strongly recommended not to share your password with any other person and take utmost
care to keep your password confidential. Login to the e-voting website will be disabled upon
five unsuccessful attempts to key in the correct password. In such an event, you will need to go
through the “Forgot User Details/Password?” or “Physical User Reset Password?” option
available on www.evoting.nsdl.com to reset the password.

5. In case of any queries or assistance, you may refer the FAQs for Shareholders and e-voting user
manual for Shareholders available at the download section of www.evoting.nsdl.com or call on
toll free no.: 1800-222-990 / 1800-22-4430 or contact Amit Vishal, Senior Manager and/or Ms.
Pallavi Mhatre, Manager at [email protected]. Members may also write to the Company
Secretary at the Company’s email address [email protected].

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM

1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned
above for remote e-voting.

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2. Only those Members/shareholders, who will be present in the AGM through VC / OAVM
facility and have not casted their vote on the Resolutions through remote e-voting and are
otherwise not barred from doing so, shall be eligible to vote through e-voting system in the
AGM.

3. Members who have voted through remote e-voting will be eligible to attend the AGM.
However, they will not be eligible to vote at the AGM.

4. Members who need assistance before or during the AGM with use of technology, can contact
the persons as mentioned above under the section “Instructions for Members for e-Voting
and/or General Guidelines for Shareholders”.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. (5)

The Board of Directors of the Company has approved the appointment of M/s. Chatterjee & Co.,
Cost Accountants as Cost Auditor to conduct the audit of the cost records of the Company for the
financial year ending 31st March, 2022 at an audit fees of 58,000/- plus taxes and out of pocket
expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to
be ratified by the Shareholders of the Company. Accordingly, consent of the Members is sought for
passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the
remuneration payable to the Cost Auditors for the financial year ending 31st March, 2022.

None of the Directors, Key Managerial Personnel of the Company or their relatives is, in any way,
concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the
Notice.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval of
the Shareholders.

Item No. (6)

Your Company being a Government Company, the Directors on the Board are appointed by the
Government of India.

The Ministry of Defence, Government of India vide its letter No. 8(32)/2019-D(Coord/DDP) dated
27 Jul 2020 appointed Shri Surendra Prasad Yadav (DIN: 02267582) as Part-Time Official Director
(Government Nominee Director) on the Board of the Company w.e.f. 14 September, 2020.

Pursuant to Section 161 and other applicable provisions of the Companies Act, 2013 (the ‘Act’) and
Articles 195, 196 & 197 of the Articles of Association of the Company, the Company appointed him
as Additional Director to hold office upto the date of the next Annual General Meeting.

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Brief resume of Shri Surendra Prasad Yadav, inter-alia, giving nature of expertise in specific
functional area, shareholding in the Company, other Directorship, Membership/ Chairmanship of
Committees and other particulars are enclosed with this notice.

The Board accordingly recommends the passing of the resolution as proposed at Item No.6 of the
Notice as an Ordinary Resolution.

None of the Directors, Key Managerial Personnel of the Company or their relatives except
Shri Surendra Prasad Yadav, is in any way concerned or interested in the resolutions set out at Item
No. 6 of this Notice.

By Order of the Board

Garden Reach Shipbuilders & Engineers Limited

Sd/-
(Sandeep Mahapatra)
Company Secretary and Compliance Officer
Membership No. ACS 10992
Date: 26th July, 2021
Place: Kolkata

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 Annexure

Details of Directors Retiring by Rotation / Seeking Appointment / Re-Appointment at the 105th AGM

Name of Directors Cmde Hari P R, IN (Retd.) Shri Surendra Prasad Yadav

Date of Birth 31 May 1967 10 December 1968
Date of Appointment 21 Oct 2019 14 September 2020
Qualifications  Bachelors’ degree in Mechanical  IFoS – 1996 batch West Bengal
Engineering from Jawaharlal Cadre
Nehru University, New Delhi  M.Tech
 Master of Science in Defence and  B.Tech
Strategic Studies from University
of Madras
Expertise in specific He has over 32 years of experience He has worked in Department of
functional areas and have 28 years of experience of Forest, Government of West
commissioned service in the Indian Bengal, in different capacities i.e.
Navy with varied experience on Divisional Forest Officer and Chief
board warships, Naval repair Conservator of Forest. He also
Organisations and various Staff worked as Executive Director in
appointments West Bengal Industrial
Development Corporation Limited
for more than 7 years. Presently, he
is working as Joint Secretary (Naval
System) in Department of Defence
Production, Ministry of Defence,
Govt. of India.
Relationship with other Not related to any Director / Key Not related to any Director / Key
Directors / Key Managerial Managerial Personnel Managerial Personnel
Personnel
Directorship held in other NIL NIL
companies
Membership / Chairmanship NIL NIL
of Committees of other
Companies as on 31 Mar
2021
Shareholding in the NIL NIL
Company as on 31 Mar 2021
For other details such as number of meetings of the board attended during the year, remuneration
drawn in respect of above directors, please refer to the corporate governance report which is a
part of this Annual Report.

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