Directors Report of Cochin Shipyard Ltd.

Mar 31, 2025

1. Your Directors have immense pleasure in presenting
the 53rd Annual Report of your Company along with
the audited financial statements for the year ended
March 31, 2025.

Financial Performance

2. Diversified operational segments and product profile
helped the Company to achieve a turnover of H4,527.84
Crores for the year as compared to H3,645.28 Crores in the
year 2023-24. The profit before tax is H1,133.85 Crores for
the year as against H1,093.62 Crores in the previous year.
The net profit is H842.91 Crores as compared to H813.10
Crores for the previous year.

3. The authorised share capital of the Company is
H2,50,00,00,000 divided into 50,00,00,000 equity shares
of face value of H5 each. The paid-up share capital of the
Company is H1,31,54,03,900 divided into 26,30,80,780

equity shares of face value of H5 each.

Financial Highlights

Sl. No.	Particulars	2024-25	2023-24
(i)	Gross Income	4,908.29	3,952.66
(ii)	Profit before finance cost, depreciation, tax & exceptional items	1,253.94	1,182.10
(iii)	Finance costs	36.45	31.55
(iv)	Depreciation & write off	83.64	56.93
(v)	Profit Before Tax	1,133.85	1,093.62
(vi)	Tax Expense	290.94	280.52
(vii)	Net profit	842.91	813.10

Dividend

4. As per Office Memorandum F.No.5/2/2016-Policy

dated November 18, 2024 issued by the Department
of Investment and Public Asset Management (DIPAM),
every CPSE have to pay a minimum annual dividend of
30% of PAT or 4% of the networth, whichever is higher.
Accordingly, your Directors are pleased to recommend a
final dividend of H2.25 per share on the 26,30,80,780 fully
paid equity shares of H5 each. Earlier, interim dividends of
H4 and H3.50, aggregating to H7.50 per equity share had
been paid to the shareholders during 2024-25. Thus, the

total dividend for the year 2024-25 is H9.75 per equity
share (195%), amounting to H256.50 Crores. No unclaimed
dividends (previous years'') were due to be transferred to
the Investor Education and Protection Fund (IEPF) during
the reporting period.

Offer for Sale (OFS)

5. During October 2024, the Government of India had carried
out Offer for Sale (OFS) of equity shares of the Company,
divesting 4.95% of its stake, equivalent to 1,30,15,689
equity shares, through the stock exchange mechanism,
in accordance with the applicable SEBI Regulations.
Consequently, the shareholding of the Government of
India in CSL came down to 67.91%.

Dividend Distribution Policy

6. As per Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the top 1000 listed entities shall
formulate a dividend distribution policy. Accordingly,
dividend distribution policy has been adopted to set out
the parameters and circumstances that will be taken into
account by the Board in determining the distribution of
dividend to its shareholders and/ or retaining the profit
into the business. The policy is available on the website
of the Company at the link https://cochinshipyard.in/
investor/investor titles/68.

Raising funds through Blue Bonds

7. To support the Company''s commitment to a 100% green
transition, CSL plans to raise funds through the issuance of
blue bonds - a first-of-its-kind initiative by an Indian Public
Sector Undertaking (PSU). The Board at its meeting held on
November 07, 2024 approved the proposal for raising funds
by way of issuance of US$ denominated non-convertible
senior unsecured fixed rate notes ("Notes") for an aggregate
amount up to US$ 50 million, primarily to finance Company''s
eligible sustainable projects or other permissible end uses
in accordance with applicable law. CSL plans to list the
same in any one or more exchanges overseas or in Gujarat
International Finance Tec-City. The proposal is currently
pending with the Administrative Ministry for approval.

Transfer to Reserves

8. The details of amount transferred to reserves is given
at Note 22 of the Standalone Financial Statements of
the Company for the year ended March 31, 2025 which
forms part of the Annual Report. As on March 31, 2025,
the Company has Reserves and Surplus amounting to
H5,479.11 Crores which reflects the inherent financial
strength of the Company. As per the amendment made
to the Companies (Share Capital and Debentures) Rules,
2014 notified vide Notification No. G.S.R. 574(E) by the
Ministry of Corporate Affairs, the Company is not required
to create Debenture Redemption Reserve in respect of the
bonds issued by it. As on March 31, 2025, 8.72% Tax Free,
Secured, Redeemable, Non-Convertible Bonds of only
H23 Crores is outstanding for CSL, which will be matured
in March 2029.

Shipbuilding

9. The Company achieved a total shipbuilding income of
H2,663.27 Crores during 2024-25 as against H2,638.91

Crores in 2023-24. During the year CSL successfully
delivered five nos. of Hybrid Electric Catamaran
Hull vessels to Kochi Metro Rail Limited (KMRL). Shri
Sarbananda Sonowal, Hon''ble Minister of Ports, Shipping
and Waterways laid the keel (in virtual mode) for 12000
Cu.M capacity Tailing Suction Hopper Dredger being built
for Dredging Corporation of India (DCI).

Ship Repair

10. During the year, the Company achieved a total ship repair
income of H1,864.57 Crores, compared to H1,006.37 Crores
in the previous year. Major Vessels repaired during the year
in CSL Kochi yard include SRDD of Air Craft Carrier ''INS

Vikramaditya'', ''INS Jyoti'', ''INS Sujata'', ''INS Sunayna'', ''INS
Sudarshini'', ''INS Nireekshak'', ''Vishva Uday'', ''Sagar Yuvraj'',
''Sagar Samraj'', ''INS Beas'' and ''INS Nashak''.

11. Major vessels repaired during the year in International
Ship Repair Facility (ISRF) include Indian Navy vessel ''INS
Sharda'' and UTLA vessels like ''Cheriyapani'', ''Valiyapani'', ''M
V Thinnakkara'', ''HSC Black Marlin'', ''HSC Blue Marlin'', ''HSC
Parali'' and ''M V Lakshadweep Sea''. The revenue from ISRF
for FY25 is H124.24 Crores.

12. CSL Mumbai Ship Repair Unit (CMSRU) has successfully
undertaken repairs of around 126 vessels since
operationalization. During the financial year 2024-25,
CMSRU undertook the dry dock and afloat repairs of
22 ships, including normal refits, short refits for various
government agencies and Indian Coast Guard, as well

as minor/ major repairs for various commercial clients
totaling a revenue of H177.04 Crores.

13. Since commencing operations in October 2019 at Netaji
Subhas Dock (NSD), Kolkata, CSL Kolkata Ship Repair Unit
(CKSRU) has successfully completed 27 refit projects.
During the financial year 2024-25, six refits have been
undertaken, of which emergency repairs for''DCI Dredge
XVI'', refits of DSS Vessel ''MV Sentinel'', Tug ''Zen Pride'' and
the NSD No. 1 Box Caisson from Syama Prasad Mookerjee
Port, Kolkata have been successfully completed. Other
major projects that continued post financial year 2024¬
25 include the dry dock repair of DSS Vessel ''MV Swaraj
Dweep'' and the short refit of the first Coast Guard vessel
at CKSRU, ''ICGS Samudra Paheredar''. CKSRU earned a total
revenue of H41.11 Crores for FY25. A comprehensive H50
Crores upgrade plan for the repair facility at NSD has been
developed and implemented over a five-year duration since
its commencement. Key infrastructure enhancements,
including the installation of an intermediate dock gate, a
tower crane and a ring main fire system, have already been
completed during the financial year 2024-25.

14. During the financial year 2024-25, CANSRU completed
dry dock repairs for 14 vessels and undertook 11 afloat
repairs, in addition to numerous emergency minor repair
activities. These efforts resulted in a remarkable turnover
of H185.58 Crores.

15. To further enhance the ship repair facilities and strengthen
the ship repair ecosystem, CANSRU, in collaboration with
M/s. KITCO, prepared a Detailed Project Report (DPR)
for the modernization of the Marine Dockyard, which
has been submitted to the Andaman Administration
for consideration.

Shipbuilding Order Book Position

16. During the year 2024-25, CSL secured a shipbuilding order
for construction of 1 no. of Hybrid Service Operation Vessel
(SOV) for a European client. Further, CSL also received an
order for construction of 1 no. of RO-RO Vessel for Kochi
Municipal Corporation. The order book position as on
March 31, 2025 is as follows:

Vessel Type	Nos
Post Commission works of Indigenous Aircraft Carrier - Phase III for Indian Navy	01
Anti-Submarine Warfare Shallow Water Craft for Indian Navy	08
Next Generation Missile Vessel for Indian Navy	06
HS Eco Freighter 7000 DWT Vessel for a European Client	08

Vessel Type	Nos.
Commissioning Service Operation Vessel for a European Client	02
Zero Emission Feeder Container Vessel for a European Client	02
Hybrid Service Operation Vessel for a European Client	02
Trailer Suction Hopper Dredger for Dredging Corporation of India Limited (DCI)	01
1200 Passenger cum 1000 MT Cargo Vessel for A & N Administration	02
Hybrid Electric Catamaran Passenger Vessel for Inland Waterways Authority of India (IWAI)	06
Hybrid Electric Catamaran Hull Vessel for KMRL	05
RO-RO Vessel for Kochi Municipal Corporation 01

CSL Strategic & Advanced Solutions (C-SAS)

17. In order to tap new revenue generation streams beyond
the current Shipbuilding & Ship Repair portfolios, a
dedicated division named CSL Strategic & Advanced
Solutions (C-SAS) was formed to enable the Company
to venture into the arena of strategic and knowledge
driven future technologies in the maritime sector. C-SAS
has been actively engaged in identifying and developing
sustainable and future oriented business models. Various
innovative initiatives undertaken by C-SAS Division during
the financial year 2024-25 are more specifically covered in
the Management Discussion and Analysis Report.

''SANKALP'' - Design Conclave

18. CSL organised a one-day Design Conclave ''SANKALP'' in
October 2024 under the theme ''Design in India, Design
for the World'', aimed at fostering a robust ship design
ecosystem in India. Shri T K Ramachandran IAS, Secretary,
Ministry of Ports, Shipping and Waterways (MoPSW),
Government of India, virtually inaugurated the event.

19. The Conclave served as a vital platform for bringing together
key stakeholders from across the ship design ecosystem,
including major shipyards, ship design houses, classification
societies, the Indian Navy, statutory authorities, and
esteemed academic and research institutions such as CEMS,
IITs, and IMU. Through focused sessions and collaborative
discussions, the Conclave explored various key initiatives
to drive innovation, strengthen indigenous capabilities,
and shape the future of ship design in India. The valuable
insights and actionable recommendations that emerged
from the Conclave have been compiled and submitted to
the Ministry for further consideration and action.

Expansion Projects

20. The status of major projects and initiatives are as follows:

(i) International Ship Repair Facility (ISRF) at Cochin
Port Premises

Hon''ble Prime Minister, Shri Narendra Modi
inaugurated the ISRF project on January 17, 2024.
6000 T lifting capacity shiplifit system supplied by
Syncrolift AS, Norway was commissioned and the
first vessel docking on the shiplift platform was
carried out. The ISRF is equipped with 6000 T shiplift,
six workstations and approximately 1400 metre of
berths; suitable for handling vessels of maximum 130
metre length. The Facility can repair six such vessel at
the dry-workstations simultaneously. As on March 31,
2025, 10 ships were taken at ISRF for repair works.

Further, ten globally renowned firms in the maritime
industry have already partnered with CSL for setting
up their units in the Maritime Park in first phase, and
five firms started their operations. CSL expects to
position Kochi as a major ship repair hub with the
commissioning of the ISRF.

(ii) New Dry Dock

Hon''ble Prime Minister Shri Narendra Modi
inaugurated the New Dry Dock on January 17, 2024.
This state-of-the-art facility, measuring 310 x 75/60
x 13 meters and equipped with a 600-Ton gantry
crane, is situated at the northern end of the existing
premises of the Company at Kochi. The New Dry Dock
will augment the Company''s shipbuilding and ship
repair capacity essentially required to tap the market
potential of building specialized and technologically
advanced vessels such as LNG carriers, aircraft carriers
of higher capacity, jack up rigs, drill ships, large
dredgers and repairing of offshore platforms and
larger vessels. The testing and commissioning of the
600-Ton gantry crane were successfully completed
on February 11, 2025. The Company carries out
the shipbuilding activities simultaneously in grand
assembly area and dock floor of the New Dry Dock.

Subsidiary Companies

(i) Hooghly Cochin Shipyard Limited (Hooghly-CSL)

Hooghly-CSL was initially set up as a joint venture between
CSL and Hooghly Dock & Port Engineers Limited (HDPEL)

on October 23, 2017. Pursuant to the approval of the
Union Cabinet, CSL acquired the shares held by HDPEL
and with effect from November 01, 2019, Hooghly-CSL
became a wholly owned subsidiary of CSL.

The Company set up a new state-of-the-art ship building
and repair facility at Nazirgunge and on August 16, 2022,
the Facility was dedicated to the nation by Shri Sarbananda
Sonowal, the Hon''ble Minister of Ports, Shipping and
Waterways, Government of India. The Facility has been set
up in an area of 15.76 acres on the banks of river Hooghly
at a cost of H175.20 Crores with an intention to position
itself as a premier shipbuilding/ repair yard in the east
coast of India for inland and coastal vessels.

Hooghly-CSL entered the Electric Hybrid Catamaran
segment by signing an agreement with CSL on March
23, 2024 for construction of 6 nos. of Electric Hybrid
Catamaran Vessels for Inland Waterways Authority of India
(IWAI). Hooghly-CSL also had the privilege to sign contract
for 4 nos. of 40T ASD Bollard Pull Tugs with Industrial
Handling Private Limited. Further, the Company is building
1 MPV (2200T) for JAK Maritime & Logistics India Private
Limited and is also serving as consultants with IWAI for
setting up a new ship repair facility at Pandu, Assam. The
Yard is also working towards the completion of the order
for design, construction, installation and commissioning
of Box Caisson Gate from CSL to be positioned and
commissioned at Netaji Subash Dock at Syama Prasad
Mookerjee Port, Kolkata.

Hooghly-CSL has reported a total income of H6,239.63
Lakhs for FY25 as against H2,404.47 Lakhs for the previous
year. The Company has reported a loss of H1,737.67 Lakhs
for FY25 as against a loss of H3,005.81 Lakhs for the
previous year.

(ii) Udupi Cochin Shipyard Limited (Udupi-CSL) [Formerly
known as Tebma Shipyards Limited]

Udupi-CSL is a wholly owned subsidiary of CSL based in
Udupi and is primarily engaged in building small and medium
sized vessels. During the financial year 2024-25, Udupi-CSL

demonstrated strong performance, both in terms of project
execution and securing orders. Udupi-CSL''s robust execution
capabilities lead to follow up orders from satisfied clients,
which included eleven 70T Bollard Pull Tugs from Ocean
Sparkle Limited and eight 6300 TDW Dry Cargo Vessels
from Wilson ASA, Norway. Supported by its consistent
performance and customer confidence, Udupi-CSL has built
a healthy order book of approximately H2,200 crore.

Coming to the financials, Udupi-CSL reported a total income
of H27,862.12 Lakhs for the year ended March 31, 2025,
compared to H18,646.58 Lakhs in the previous year. The
revenue from operations increased to H26,563.60 Lakhs in
FY 2024-25, up from H17,971.62 Lakhs in FY 2023-24. The
company reported a profit of H262.78 Lakhs in FY 2024-25,
compared to a profit of H111.38 Lakhs in FY 2023-24.

Manpower Status

21. The manpower strength of the Company as on March
31, 2025 was 3,542 consisting of 515 executives, 180
supervisors, 1,445 workmen and 1,402 on contract
employees (199 officers and 1203 workmen). Further, as
on March 31, 2025, the Company also had 1,083 trainees
including 467 under the Apprentices Act, 1961, 5 from the
Centre of Excellence in Maritime and Shipbuilding (CEMS),
a high-end skill development centre set up by the Ministry
of Ports, Shipping and Waterways, Government of India
and 8 under the Prime Minister''s Internship Scheme (PMIS).

22. During the year 2024-25, CSL recruited a total of 1,310
personnel comprising of 36 executives, 2 supervisors,
14 workmen, 693 on contract employees (98 officers
and 595 workmen), 565 trainees including 431 trainees
under the Apprentices Act, 1961, 6 trainees from CEMS
and 10 under PMIS.

Industrial Relations

23. CSL continued to maintain and foster cordial industrial
relation atmosphere during the year. There was no loss
of man hours on account of labour unrest due to reasons
attributable to the Company exclusively.

24. The executives and non-unionised supervisors also

continued to contribute their best to the Company
during the year.

25. The joint management forums like joint councils, shop
council, central safety committee, shop level safety
committees, contract worker safety committee, canteen
management committee, employees'' contributory
provident fund trust etc., continued to function effectively.

26. Employees and their dependents welfare and wellbeing
are well taken care through various voluntary schemes
like Employees Medical Assistance Scheme, Employees
Pension Scheme, Shipyard Parivar Prathibha Puraskar
Scheme, Employees Educational Assistance Scheme etc.

Human Resource Development

27. CSL gives utmost importance in empowering employees''
growth and developing their knowledge, skills and
capabilities to drive better business performance.
Acknowledging this fact, CSL has defined continuous
learning as one of its cultural competencies and is
constantly engaged in up-skilling the workforce.

28. In line with the above, several learning and development
activities were carried out during the year 2024-25 spanning
across sectors covering technical as well as non-technical

workforce. The Company has promulgated a training
scheme ''Igniting Minds'' wherein the senior executives of
the Company were nominated for various programmes
on divergent topics like, Strategic Analysis for Competitive
Advantage, Project, Program & Portfolio Management,
Finance Master Class for Business Leadership, Mindfulness
for effective leadership by IIM Bangalore, Transformational
Leadership, Project Management, Strategies for Winning in
International Markets, The Winning Edge: Communication
Strategies for Leaders by IIM Ahmedabad, MDP on Strategic
Leadership, MDP on Finance for Non-Finance Executives
by MDI Gurgaon, Leadership Development, Analytics for
Managers: Data Driven Decision Making by IIM Lucknow etc.

AOTS (Association for Overseas Technical Cooperation and

Sustainable Partnerships) Training in Japan

29. A total of 40 employees attended a customized training
program in Japan, conducted in two batches of 20
participants each in April 2024 and February 2025. Each
batch comprised one Executive, two Supervisors, and 17
Workmen. To encourage greater gender representation
in skill development initiatives, 50% of the participants
in the second batch held in February 2025, were women
employees. The training programme was a combination of
class room coaching and factory visits including Shipyards
in Japan. The training programme covered areas such as
Japanese work culture, workplace management, social
behavior, culture displayed by Japanese in public places and
included visits to a shipbuilding company and other major
industries to get a feeling of latest technology in use, safety
management practices, robotics technology in action,
productivity improvement practices through 5S and Kaizen.

30. One senior executive attended two weeks AOTS training
titled as Program on Information and Communication
Technology Utilization to Overcome DX-related Strategic
Management Challenges during September 2024 in Japan.

Other Foreign Training

31. Three senior executives attended two weeks Advanced
Management Programme (AMP) - 2024 focusing on
themes Leadership, Change Management and Innovation.
The programme had Indian and European Components.
The Indian component was delivered by faculty of ASCI,
Hyderabad from August 05 to 16, 2024 and the European
component of the programme was delivered through a
synergetic collaboration of ASCI with SDA Bocconi, a leading
business school in Milan from September 07 to 21, 2024.

Customized Internal Trainings

32. In the financial year 2024-25, CSL organized various
customized in-house training programs to enhance

the competencies of its executives, supervisors, and
employees. These programs were designed to cater to the
specific needs and requirements of the organization and
the major programs include the following:

• An in-house training on Advanced Business

Application Programming (ABAP) was conducted
for ISD personnel.

• Customized three-day MDP on General Management
by the Indian Institute of Management, Kozhikode
for two batches comprising Managers and
Senior Managers.

• Orientation sessions for retiring employees covering
financial planning and health.

• Programs on Effective Communication Skills, Problem
Solving & Decision-Making Skills, Cross Functional
Teaming and Liaisoning skills.

• Training session on First aid, POSH Act (Sexual

Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013).

• Safety related trainings like HSE Refresher training,
HSE Leadership & Cultural Interventions and
importance of Safety leadership.

• Sessions on Model CDA Rules, Procurement from

Vigilance angle, Vigilance Administration, Preventive
Vigilance, Cyber Hygiene & Security, CSL Internal
Audit Compliance Requirements, and Service
Conditions were conducted in connection with
Vigilance Awareness Week 2024.

• A specialized six days Marine HVAC training workshop
conducted by Indian Society of Heating, Refrigerating
and Air Conditioning Engineers (ISHRAE), New Delhi.

• In-house training on Hazardous area installations
onboard vessels conducted by M/s. DNV.

• Certification course on Competence development
and assessment program on Project Management
(IPMA Level D Certification).

• Young Officers Competency Development Program
(YOCDP) for junior-level executives and Supervisors
Competency Development Program (SCDP)
for supervisors.

• In-house sessions on Mentoring Scheme for
mentors and mentees.

>3. During the financial year 2024-25, CSL conducted over 200
training programs totaling around 4,650 mandays both

inhouse and at premier institutions, benefiting more than
3,350 participants. Emphasizing the need for continuous
[earning and leadership development, CSL introduced its
leadership talk series, Prajyoti and Prajnan. These sessions
are designed to inspire and engage the workforce through
short talks delivered by reputed personalities from various
fields. As part of this initiative, four sessions of Prajyoti
and three sessions of Prajnan were conducted during the
financial year 2024-25.

Educational Scholarships to Wards of Employees

34. "Shipyard Pariwar Prathibha Puraskar”, an educational
scholarship scheme introduced from the year 2016 aims to
reward and promote the star performers among the wards of
regular employees of CSL. A scholarship of H25,000 per year for
a maximum period of 5 years shall be bestowed in the order of
highest marks scored by the wards in class XII final examination.
During the year 2024-25, sixteen eligible students have been
granted scholarship under the said scheme.

Recognising Excellence

35. CSL has introduced the Employee Excellence Awards
Scheme envisaging reward and recognition for innovative
ideas and practices among the employees below the
level of AGMs. The highest award under the scheme is
Chairman''s award with a citation and cash price of H15,000.
During the Independence Day celebrations in 2024-25, 31
employees (Executives - 5, Supervisors - 4, Workmen - 16,
On-contract personnel - 6) were honored with Chairman''s
Commendation, which carries H2,000 cash prize.

36. During the Republic Day celebrations in 2025, a total of
36 employees (Executives - 8, Supervisors - 1, Workmen
- 19, On-contract personnel - 8) were bestowed with
Chairman''s Commendation and cash prize of H2,000.

International Yoga Day

37. Employees and their family members were encouraged to
observe international day of Yoga. As a part of this, CSL
conducted common Yoga protocol practice on June 21,
2024, in order to promote Yoga with an aim to relieve
stress, support good health habits and improve mental/
emotional health. Further, live streaming of the event was
also made available for participation by family members
of the employees.

Constitution Day

38. Constitution day was celebrated in CSL with reading of
Preamble to the Indian Constitution. Honourable Justice N
Nagaresh, High Court of Kerala was the Chief Guest of the
function who readout the preamble to the Constitution of
India and addressed the gathering.

Marine Engineering Training Institute (METI)

39. METI successfully trained a total of 102 Graduate Marine
Engineering (GME) cadets, who completed the one-year
course as per the guidelines of the Directorate General of
Shipping, Government of India. Additionally, 140 GMEs are

currently pursuing the course. DG Shipping has approved
METI for increasing the intake capacity to 160 GMEs from
existing 140 GMEs.

40. METI also facilitated the 6-month afloat training for
16 students of the 4-year Marine Engineering program
from Sree Venketeswara College of Engineering (SVCE),
Chennai. A total of 18 SVCE students are currently
pursuing the course.

41. During the year 2024-25, METI conducted 23 batches (395
students) of the 1-day/ 3-day Basic Fire Fighting Practical
Training Program for outside candidates. METI actively
participated in the National Maritime Day Celebrations
2024 organized by Mercantile Marine Department (MMD),
Kochi, for which it received appreciation awards from the
MMD, Kochi, on April 05, 2025. METI also observed World
Blood Donors Day and conducted in-house seminars for the
49th and 50th batches of GMEs. Additionally, the students
participated in Shramadhan for Swachata in October 2024.

42. METI conducted 4 batches of the Oil and Chemical Tanker
Familiarization course for 61 students and 2 batches of Gas
Tanker course for 27 students from September 2024 to
January 2025. On March 03, 2025, METI organized a "Meet
and Greet the Candidates 2.0” program, which was attended
by 100 students from various engineering colleges,
aspiring for GME-sponsored seats from reputed shipping
companies. Several shipping company officials including
IMEC, UK also visited METI and interacted with students.

43. In alignment with IMO regulations and Amrit Kaal Vision of
the Government of India, CSL METI and Bernhard Schulte
Ship Management (India) Pvt. Ltd. (BSM) have signed an
MoU to conduct one-day practical firefighting and IGF
(basic and advanced) training courses for BSM seafarers.
These DGS-approved courses are designed to meet the
international code of safety for ships using gas or other
low flash point fuels. CSL has successfully trained 54
seafarers across 4 batches under this program.

44. CSL and Maersk A/S, Denmark have signed an MoU for
collaboration in various key areas. The MoU inter alia
promotes knowledge exchange on global standards to
build world-class capabilities in line with the Government
of India''s Maritime India Vision (MIV) 2030 and Maritime
Amrit Kaal Vision (MAKV) 2047, which together envision
India as a premier global maritime hub.

45. CSL METI has developed skill-enhancement programs
viz., "5 days Fitter Enhancement Training Programme"
and "5 days Welder''s Bridging Training Programme" for
the seafarers of Maersk. So far CSL has completed the
above up-skilling training programme for 4 batches of 40
seafarers of Maersk. CSL has also scheduled the next batch
of training, with at least one training program per month
from April 2025 to September 2025.

46. The Training Institute provided various training programs
on Employability, Communication Skills, Soft Skill for Hard
Situations and Anti-Drug Abuse and Cyber Security for Act
apprentices and trainees completing their apprenticeship
programs. Moreover, CSL Training Institute provided
internships for a total of 1,104 Degree and Management
students from various colleges across the country.
During the year 2024-25, the Training Institute imparted
apprentice training for a total of 271 ITI trainees, 94
Diploma trainees and 79 Degree trainees. Moreover, CSL
Training Institute has started 2 batches of 2 years Rigger
Training course under Skill Development Program.

47. ASAP Kerala Collaboration - As per Government of India''s
skilling, re-skilling and up-skilling manpower for the

growing maritime industry, CSL and the Additional Skill
Acquisition Programme (ASAP) Kerala, a Section 8 company
under the Higher Education Department, Government of
Kerala, have signed an MoU to provide multi-skill training
in shipbuilding, ship repair and marine engineering for ITI-
certified youth. As per the MoU, ASAP provides 2 months
of theory training. CSL offers 3 months of practical training
and 9 months of on-the-job training. CSL provides one-year
contract employment post-training. A Joint certification is
awarded by CSL and ASAP.

48. CSL developed the "Marine Structural Fitter Training
Programme", a multi-skilling initiative that began in
February 2022. To date, five batches of about 190
candidates have completed the program, with 63
candidates currently undergoing training.

49. During the financial year 2024-25, METI received the
following awards and recognitions:

(i) Best Participant Award and Overall Champion''s
Rolling Trophy for Sports and Best Paper Award
(Students sessions) in seminar for METI on National

Maritime Day Celebrations (NMDC) by MMD, Kochi.

(ii) A1 Grade (Outstanding Grade) by LR Class on behalf
of the Directorate General of Shipping in the CIP
Audit for the year 2025. METI has received the A1
Outstanding Grade for three consecutive years.

Prime Minister''s Internship Scheme (PMIS)

50. CSL remains committed to nurturing future professionals
by supporting national initiatives aimed at building a skilled
and competent workforce. As part of the pilot phase of
the Prime Minister''s Internship Scheme (PMIS), CSL has
provided hands-on experience to 8 interns. CSL expects
to expand the number of internships under the PMIS,
with the objective of bridging the gap between academic
learning and professional work and thereby promoting
skill development and employability among youth.

Employee Welfare Measures

51. Child Care Leave - From the calendar year 2025, those
employees (Executives, Supervisors or Workmen) with
two (2) years of regular service in CSL shall be eligible for
Child Care Leave (CCL) up to two (2) years (i.e. 730 days).
All women employees with dependent disabled children
(40% or more disability) are eligible for CCL without age
restrictions. All single parents (male or female) with minor
dependent children (up to 18 years old) are also eligible
for CCL for purposes such as exams or sickness during the
entire service.

52. Employee Welfare Crowd Funding Scheme - CSL has
launched an Employee Welfare Crowd Funding Scheme
"Cochin Shipyard Employees Parivar Parirakshan Yojana
(SEPPY)" in order to support the bereaved family of an
employee at the event of death of an employee. The
scheme operates in such a way that an amount of H600
will be collected from each employee on the rolls of the
Company in the event of death of a regular employee. As
per the scheme, the Company will provide financial support
at the rate of 1.5 times of fund collected through employee
crowd funding, subject to a limit of H15,00,000 in the event
of each natural death case. The maximum benefit provided
to the dependents through the scheme shall be H25,00,000.

53. Enhancement of relief under Cochin Shipyard Employees
Mutual and Public Welfare Trust (CSEMPWT) - CSL
enhanced the financial death relief to H8,00,000 and funeral
expenses to H25,000 to the dependents of the members of
the trust at the event of death of an employee.

54. Welfare assistance & special casual leave for the care of
differently abled children - CSL is granting monthly welfare
assistance of H4,500 to all permanent employees who are
having differently abled wards. They are also given time off
for taking care of the ward in emergency situations limited
to a maximum of 5 special casual leaves in a calendar year.

55. Modified CSL Medical Assistance Scheme - CSL has modified
the medical assistance scheme for employees by empanelling
34 hospitals (Super-specialty/ multi-specialty/ specialty

and other-specialty hospitals) in Ernakulam District for the
treatment of CSL employees and their eligible dependent
family members. The expenses towards the inpatient/ day
care treatment availed at these 34 empanelled hospitals
shall be settled directly by CSL to the hospital. In the case
of hospitals outside Ernakulam district, the admissible
treatment expenses shall be reimbursed to the employees.

56. CSL Rudder Actionable Insights, Informed Decisions - As
a part of the new digital transformation initiatives, a new
mobile application had been developed and launched.
The application is offering a bunch of new facilities to CSL
users. The application can be used by both internal users
like all permanent staff including officers, supervisors and
workmen and external users like retired employees etc.
Employee profile, attendance details, salary slips, leave
details, medical claims status, dependents information,
loan details, PF data, capture reporting time etc., are some
of the features included in Rudder application.

57. Infertility treatment scheme was launched in the year
2020 for providing reimbursement of medical expenses
incurred for infertility treatment for all permanent
employees. An amount not exceeding H1,00,000 per
cycle or the actual cost whichever is lower is permitted
for reimbursement and the same will be allowed up to
maximum of three fresh cycles with prior approval. Special
Leave for maximum 10 days in a year and maximum of 20
days are being granted during the service of an employee
who undergo procedures as part of infertility treatment.
A total of 27 employees were granted permission to avail
the benefits under this scheme as on March 2025.

58. National Pension System (NPS) was introduced in CSL
in order to facilitate contributory pension scheme for
all permanent employees. CSL is contributing 10% of
the wages (Basic DA) to the individual account of the
employees, as employer contribution from April 2021
onwards. The scheme provides attractive income tax
benefits to the employees and also ensures a hassle-free
life post retirement.

59. CSL introduced paternity leave in the year 2019 to male
employees of the Company including for valid adoption of
a child below the age of one year.

60. CSL as a ''people first and people caring organisation'' felt the
necessity to support the employees availing leaves owing to
rare and extra ordinary circumstances such as treatment
for cancer, organ failure and organ transplantation. From
the calendar year 2023, 180 days of Special Leave during
the service period has been sanctioned to all regular
employees for undergoing treatment of cancer like surgery,
chemotherapy or organ failure or donation of organ. There

are also cases reported where the dependents of employees
are in the similar situation and the employees have to avail
leave to take care of them. As a support for the ailing family
members, special leave can also be availed by employees for
the days required for chemotherapy, organ transplantation
of their dependents.

51. It has also been noted that a number of CSL employees
are donating blood to the needy as a noble act and a life¬
saving gesture. All regular employees are also allowed to
avail Special Leave for one day for donating blood, subject
to a maximum of three occasions in a year.

Encouraging Thought Provoking Ideas

52. ''Nethruthwa Samvriddhi Yojana'' - Leadership Acceleration
Programme (LEAP) was launched in the year 2016 to
encourage and motivate executives in the grades E1 to
E4 for pursuing higher studies in premier institutes both
in India and abroad. The core benefit under the scheme
is not only a grant of study leave for two years, but
reimbursement of tuition fees, in installments after they
come back andjoin for duty. A maximum of three applicants
are considered on a yearly basis under LEAP scheme.

53. Mentor-Mentee scheme was launched in the year 2016 for
ensuring personalized special attention by a senior executive.
This collaboration gives junior executives, who are freshers,
a feeling of engagement, belongingness and significant
improvement in the inter and intra personal relationship in
the organisation which lead to better retention.

³rofessional Assessments

54. Through an elaborate competency mapping exercise, four

cultural competencies namely teaming, execution excellence,
constraint breaking and continuous learning have been
identified for CSL. These cultural competencies have been
incorporated in all HR sub systems like recruitment, training,
performance management, career development etc.

Status on Affirmative Action to Implement
Residential Directives on Reservations

5. Cochin Shipyard has been strictly complying with the
Presidential directives and guidelines on reservation for
Scheduled Caste (SC)/ Scheduled Tribes (ST)/ Other Backward
Classes (OBC)/ Economically Weaker Sections (EWS) and
Persons with Benchmark Disabilities (PwBD) issued by the
Government of India from time to time. The Company has
appointed separate liaison officers for SC/ ST/ OBC/ EWS/
and Ex-Servicemen/ PwBD to oversee the implementation
of reservation policies. Reservation percentage is ensured
through the maintenance of post-based roster system as
prescribed by the Government of India.

Representation of SC/ ST/ OBC/ EWS, Persons with Benchmark Disabilities (PwBD) and Minority Employees

66. The representation of SC, ST, OBC, EWS, Persons with Benchmark Disabilities (PwBD) and Minority employees in various groups

of Dosts as on March 31, 2025 is given below:

Category	Total Strength	SC	ST	OBC	EWS	PwBD	Minority
Group A	388	51	21	111	0	9	107
Group B	186	20	9	85	3	1	46
Group C	1,171	155	15	613	1	29	282
Group D	395	49	5	273	1	11	100
Total	2,140	275	50	1,082	5	50	535

Provision for Safeguard of Women

67. The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH
Act) and Rules framed thereunder are strictly complied
with, including constitution of Internal Complaints
Committees, which are chaired by senior woman executives.
The Company has taken various initiatives for spreading
awareness for prevention of sexual harassment including
conducting sensitization programs across the organisation.
The Committee has received three complaints during the
financial year 2024-25, of which two has been disposed-off
and one is pending as on March 31, 2025.

68. CSL has a woman Welfare Officer specifically to promote
women empowerment activities and to formulate and
implement welfare measures according to the needs
of women employees of the Company. CSL celebrated
International Women''s Day in March 2025 with inclusive
events that encouraged active participation.

Integrated Management System (IMS)

69. Cochin Shipyard maintained its Integrated Management
System (IMS) under the ISO 9001:2015 Quality
Management System, ISO 14001:2015 Environmental
Management System and ISO 45001:2018 Occupational
Health and Safety Management System standards. It is
proposed to implement quality management systems in
all the ancillary units of CSL in the forthcoming years.

Information Security Management Systems (ISMS)

70. Cochin Shipyard has achieved a significant milestone by
obtaining certification according to ISO 27001:2022 for
establishing, implementing, maintaining and continually
improving an information security management system
(ISMS). This accomplishment underscores CSL''s dedication
to safeguarding sensitive information, bolstering cyber¬
resilience and driving operational excellence. CSL is the
first company in the shipbuilding sector to implement

highest marks in the competitions held as part of the Hindi
Fortnight celebrations.

75. In connection with Hindi Fortnight celebrations, a short
film competition in Hindi was organized for all the colleges
of Ernakulam district. The short films were primarily
based on themes such as ''The effect of social media on
relationships'', ''Commitment to nature and environment as
a human being'', ''Quitting bad habits: A story of positive
lifestyle changes to overcome bad habits and avoid drug
abuse'', and ''Promoting cleanliness and hygiene under
Swachh Bharat Abhiyan'' etc. A total of 15 colleges actively
participated in the competition.

76. To commemorate the completion of 75 years of declaring
Hindi as the official language, the Company organized
an Official Language Seminar on November 22, 2024, at
CSL, Kochi, involving non-Hindi employees of all the three
(Banks, Central Government, Public Sector Undertakings)
Town Official Language Implementation Committees
of Kochi. The objective of this seminar was to create
awareness about the Hindi language among non-Hindi¬
speaking personnel and to promote its maximum use
in the workplace. More than 100 participants actively
engaged in the seminar.

77. Cochin Shipyard Limited celebrated World Hindi Day on
January 10, 2025 with great enthusiasm in two schools
(Chottanikara VHSS and Sacred Heart U.P. School,
Karttedam) located in Ernakulam district. On this occasion,
various programmes were organized to promote the
Hindi language and raise awareness of its importance
among students. To cultivate interest in Hindi literature
and enhance understanding, Hindi books were distributed
among the students. In the poem recitation competition,
students delivered Hindi poems expressively and with
heartfelt manner. In the speech competition, they shared
their thoughts on the significance of the Hindi language,
its cultural heritage and its role in daily life. A total of
26 students actively participated in these competitions,
showcasing their enthusiasm and talent.

78. The fifth batch of spoken Hindi training was conducted for
CSL employees. The classes were held for one hour twice a
week. The session concluded successfully in May 2024. A total
of 23 employees actively participated in the training session.

79. The 16th issue of the Hindi house magazine ''Sagar Ratna''
was released during the Independence Day celebrations
on August 15, 2024, at CSL, Kochi. The 17th issue of Hindi
house magazine ''Sagar Ratna'' was released by Shri Madhu
Sankunny Nair, Chairman and Managing Director, by
handing over a copy to Shri Sreejith K Narayanan, Director
(Operations) on March 04, 2025.

80. Five students from Maharajas College, Ernakulam and
five students from Dakshina Bharat Hindi Prachar Sabha,
Ernakulam successfully completed internship work in Hindi
during April - May 2024. Additionally, two students of MA
Hindi and Translation Diploma from Dakshina Bharat Hindi
Prachar Sabha, Ernakulam and two students from CUSAT
have successfully completed the internship training.

81. Four Hindi Workshops and four Official Language
Implementation Committee meetings (OLIC) were
conducted during the year. Further, In-service training
in Hindi Parangath Course (July-November 2024)

commenced in the month of July 2024 under the Hindi
Teaching Scheme. The course was conducted over 5
months. A total of 22 employees from the office appeared
in the examination held on November 10, 2024 after
successfully completing the course. All the employees
passed the examination and became eligible for a cash
prize of H10,000 each.

82. To create an understanding of Official Language among
the senior officers, an Official Language Management
Programme was organized for officers up to the level
of Assistant General Manager on May 30, 2024. The
programme was conducted by Dr. Madhusheel Ayillath,
Senior Manager (Official Language), Reserve Bank of India,
Kochi. He provided an in-depth explanation of the Official
Language Policy, Annual Programme, Reports related to the
Parliamentary Official Language Committee, Unicode and
more. The main aspects related to the role, responsibilities
and other related topics for senior officers in the field of
Official Language implementation were also discussed.

Particulars of Employees and Related Disclosures

83. In accordance with Ministry of Corporate Affairs
notification no. G.S.R. 463(E) dated June 05, 2015,
government companies are exempt from Section 197 of
the Companies Act, 2013 and its rules thereof.

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

84. Details are placed at Annexure I.

Risk Management

85. CSL has put in place a comprehensive Risk Management
Policy, approved by the Board of Directors at their 214th
meeting held on September 16, 2014 and later amended
at the 259th Board Meeting held on February 12, 2021.
The Company''s risk management policy aims to establish
a structured and defined process for the identification,
assessment, response, monitoring and reporting of risks.

86. As per the Policy, the CSL Board undertakes overall
oversight of the risk management system. The Board
periodically reviews the risk management process to
ensure that key risks are being properly identified and
effectively managed. The CSL management, comprising
both Board-level and below-Board-level executives,
has been entrusted with the implementation of the
risk management process. To this end, CSL has set up
functional Risk Management Committees and a Board-
level Risk Management Committee to implement the
Risk Management Policy across the organization. These
committees regularly review the risk management process
and the Policy to ensure their continued effectiveness.
In line with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, CSL had a Board-
level Risk Management Committee (RMC) to oversee
the Company''s overall corporate risk management till
November 21, 2024. However, the Committee could
not be reconstituted thereafter due to the absence of
Independent Directors on the Board. The Committee will
be reconstituted once sufficient number of Independent
Directors are appointed by the Government of India.

87. The diversified product mix of CSL, which includes both
defense and commercial shipbuilding, as well as ship repair,
provides the Company with a natural hedge against market
risks. This diversification helps to mitigate the Company''s
exposure to fluctuations in any particular market segment,
thereby enhancing the overall resilience of the business.

Health, Safety & Environment (HSE)

88. At CSL, our dedication to exemplary Health, Safety and
Environment (HSE) standards remains paramount, ensuring
the safety and well-being of our employees, customers
and stakeholders. We cultivate a proactive HSE culture,
underpinned by a meticulously designed management
system focused on identifying and mitigating potential
hazards. We recognize that a secure and healthy work
environment is integral to the overall welfare and success
of all our stakeholders.

89. We are delighted to announce a significant increase of 8.9%
in our Organizational HSE Index percentage compared to
the preceding year of 2023. Efforts towards Health, Safety
and Environment (HSE) continued to yield significant
positive outcomes, demonstrating the effectiveness of our
robust HSE governance system in proactively mitigating
incidents and accidents. This dedication to proactive
measures, rather than reactive responses, is clearly
reflected in our overall and departmental level HSE Index,
which serves as a key benchmark for our HSE performance
and reinforces our commitment to safety at all functional
levels within the organization.

90. In May 2024, CSL organized ''SAMSRAYA'', a significant two-

day Safety Conclave focused on fortifying safety standards
within India''s shipbuilding and ship repair sector. Inaugurated
by Shri T K Ramachandran IAS, Secretary, Ministry of Ports,
Shipping and Waterways, Government of India, the event
aimed to advance HSE practices in the maritime domain
and explore frameworks for Indian shipyards. Featuring
dignitaries and experts from India and abroad, including
representatives from DGFASLI, F&B (Government of Kerala),
PESO, BIS, Indian Navy, classification societies and leading
shipyards, the conclave facilitated knowledge exchange and
collaboration, aligning with the Maritime Amrit Kaal Vision
2047. The successful event underscored CSL''s commitment
to championing safety excellence and driving positive
change in the industry.

91. The frequency rate of CSL for the year 2024 stands at
0.13. This metric is closely monitored as a pivotal indicator
of the Company''s HSE performance. CSL attributes this
achievement to the Company''s proactive approach and
the enhancements in overall reporting culture.

92. CSL''s collaborative approach involves ensuring
subcontractors are well-resourced and trained for
safe task execution. Continuous HSE performance
monitoring and constructive feedback remain integral to
fostering improvement. Recognizing the critical role of
subcontractors in maintaining high safety standards, CSL''s
robust evaluation process ensures ongoing alignment with
CSL''s HSE benchmarks and regulatory requirements.

93. The HSE Star rating system, which evaluates the annual
HSE performance of subcontractors employing 20 or
more personnel within the Yard on a calendar year basis,
remained a key mechanism in this endeavor. This rating
system allows CSL to monitor and encourage continuous
improvement in HSE standards across stakeholders. These
ratings, ranging from three star to five star, are a testament
to the rigorous standards upheld by CSL''s subcontractors.
23 subcontractors were awarded with CSL HSE Ratings.
CSL has a dedicated Competency Development Centre
(CDC) for HSE to achieve HSE learning objectives via
streamlined training delivery.

Industrial Security

94. CSL is a vital organisation with national importance and
is classified as special security zone by both State and
Central Government as the security of establishment has
got national importance. Overall security of the Company
continued to be robust without causing any serious security
concern during the year. The primary security of the
establishment is entrusted with Central Industrial Security
Force (CISF) unit under the command of Dy. Commandant,

CISF. CSL has instituted Twenty-four hours waterfront
patrolling with armed CISF personnel in addition to QRT

team. CSL has installed a state-of-the-art surveillance
system (CCTV) covering the entire perimeter including al
critical locations and installations. All security systems and
measures introduced and installed in the Company are of
international standards. Periodic mock drill exercises are
conducted in coordination with Intelligence Bureau, State
Police, State Fire Department, Bomb Squad and Navy to
assess the readiness of CISF force to counter any security
threat, security breach, crisis or calamities.

95. CSL has been accorded status of Sub-AUA under C-DAC,
Mumbai by UIDAI in October 2023 and has commenced the
process of Aadhaar based verification under Aadhaar Act
for identification of persons prior to issuing of entry passes.
This process helps in eliminating the impersonations from
gaining access to CSL.

96. CSL has implemented an integrated security system through
Bharat Electronics Limited (BEL), Bangalore aimed at
enhancing surveillance, central command and control room
electrical smart power fence, access control system and visitor
management within the Yard. The system is anticipated to
become fully operational in the fiscal year 2025-26.

97. CSL has also engaged DGR sponsored ex-servicemen
security agency for supplementing existing forces mainly
catering to external properties of CSL and also interna
specific locations.

Awards and Recognitions

98. During the financial year 2024-25 CSL received the
following awards and recognitions:

(i) Winner, Kerala Industrial Safety Awards 2024 -
Sub Category II.

(ii) ''Sreshta Suraksha Puraskar'' - Award for Outstanding
Safety Performance under the category Very Large

Factories - Engineering from the National Safety
Council (Kerala Chapter).

(iii) Second prize from National Safety Council (Kerala
Chapter) under the category Award for factories
having contractor safety management system.

(iv) Rajbhasha Kirti Award (highest) from Ministry of
Home Affairs, Government of India for outstanding
implementation of Official Language Hindi in ''C''
Sector for the year 2023-24.

(v) First Prize for the implementation of Official Language
from Kochi Town Official Language Implementation
Committee (TOLIC) among the companies having
more than 200 administrative employees.

(vi) First Prize for the Hindi Home Magazine ''Sagar Ratna''
from Kochi TOLIC (PSUs).

(vii) First Runner-up for the Overall Champion for the
Joint Hindi Fortnight celebrations, 2024.

9. Further, CSL officials and sub-contractors received awards
from the National Safety Council (Kerala Chapter) in the
categories of ''Tool Box Talk'' and ''Contractors having HSE
Management systems'', respectively.

ioard of Directors'' & Key Managerial Personnel

00. During the financial year 2024-25, the Board of CSL
comprised 12 Directors, including 6 Non-official
(Independent) Directors. However, effective May 02, 2024,
Shri Prithiviraj Harichandan (DIN: 01351097) ceased to
serve as a Non-official (Independent) Director following his
resignation to contest in the Odisha Legislative Assembly
election. Furthermore, the remaining five Non-official
(Independent) Directors vacated their positions upon
completion of their tenure on November 21, 2024.

01. Accordingly, as on March 31, 2025 the Board of CSL
comprised of 6 Directors consisting of a Chairman &
Managing Director, 3 Whole Time Directors and 2 Part¬
time Official Directors (Government Nominees).

102. Details of changes in Key Managerial Personnel during the financial year 2024-25 are given below:

Sl. No.	Name	DIN	Designation	Date of Appointment	Date of Cessation	Remarks
1.	Shri Madhu Sankunny Nair	07376798	Chairman & Managing Director	January 01,2016	Continuing	No Change
2.	Shri Bejoy Bhasker	08103825	Director (Technical)	April 05, 2018	Continuing	No Change
3.	Shri Jose V J (1)	08444440	Director (Finance) Chief Financial Officer	August 01,2019 August 13, 2019	Continuing	No Change

Sl. No.	Name	DIN	Designation	Date of Appointment	Date of Cessation	Remarks
4.	Shri Sreejith K Narayanan (2)	09543968	Director (Operations)	July 21, 2022	Continuing	No Change
5.	Shri Syamkamal N	N.A.	Company Secretary & Compliance Officer	February 01,2020	Continuing	No Change

⁽¹⁾ The Ministry or Ports, Shipping and Waterways (MoPSW), Government or India, vide letter F. No. SY-11012/2/2018-CSL dated July 03, 2024 extended
the tenure of Shri Jose V J (DIN: 08444440) as Director (Finance) for a further period from August 01, 2024 till February 28, 2027, i.e. up to the date of
his superannuation or until further orders, whichever is earlier. The shareholders of the Company at the 52nd Annual General Meeting (AGM) held on
September 30, 2024 approved the same.

⁽²⁾ Shri Sreejith K Narayanan (DIN: 09543968), whose office as Director was liable to retire by rotation and being eligible was reappointed as the Director of
the Company at the 52 nd Annual General Meeting (AGM) of the Company held on September 30, 2024.

Declaration and Meeting of Independent Directors

103. During the financial year 2024-25, 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. Separate meetings of Independent Directors
were held during the financial year on July 15, 2024
and November 07, 2024 which was attended by all the
Independent Directors of the Company.

Details of Board Meetings held during 2024-25

104. Six Board Meetings were held during the year 2024-25
and the gap between two meetings did not exceed the
statutory period. The dates on which the Board Meetings
were held along with the attendance of Directors therein,
are as follows:

Sl. No.	Date	Board Strength	No. of Directors present
1.	April 22, 2024	12	12
2.	May 24, 2024	11	10
3.	August 08, 2024	11	10
4.	November 07, 2024	11	09
5.	February 06, 2025	06	04

105. For more details with respect to the Directors, Board and
Committee meetings held during the year and attendance
of these meetings, refer Corporate Governance Report
which forms part of Directors'' Report.

Remuneration Policy/ Evaluation of Board''s
Performance

106. Cochin Shipyard is a Government of India company under
the Ministry of Ports, Shipping and Waterways. Presently,
the Directors of the Company are presidential appointees
and their remuneration is fixed in accordance with the

DPE guidelines. Accordingly, Article 21(a) of the Articles
of Association of CSL states that, President 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. However, during the
year, Non-official (Independent) Directors had separately
met on July 15, 2024 and November 07, 2024 without the
attendance of non-independent directors and members
of management. All Non-official (Independent) Directors
were present at the meeting. The meeting evaluated the
performance of the Chairperson, Non-Executive Directors
and the Board as a whole and expressed full satisfaction
for the same. The Board also evaluated the Non-official
(Independent) Directors of the Company vis-a-vis their
performance and fulfilment of the independence criteria
and found the same to be satisfactory.

eport of the Nomination & Remuneration
Zommittee on Company''s Policy on Directors''
emuneration

07. Presently, the remuneration of Board level appointees is
determined in accordance with DPE guidelines. CSL at its
228th Board meeting held on December 14, 2016 adopted
the Nomination and Remuneration Policy in compliance
with the provisions of Section 178 of the Companies Act,
2013. CSL in its 241st Board meeting held on May 24, 2018
and further in its 245th Board meeting held on October
31, 2018 amended the Policy. The Policy is available in
the website of the Company at https://cochinshipyard.in/
investor/investor titles/68.

Directors Responsibility Statement

08. Your Directors state that:

(i) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements set
out under Schedule III to the Companies Act, 2013

have been followed and there are no material
departures from the same;

(ii) the Directors have 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
the Company as at March 31, 2025 and of the profit
of the Company for the year ended on that date;

(iii) the Directors have 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 the Company
and for preventing and detecting fraud and other
irregularities;

(iv) the Directors have prepared the annual accounts on a
''going concern'' basis;

(v) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

(vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

Zontracts and arrangements with related parties

09. In line with the provisions of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,

2015, the Company has put in place a Policy for dealing with
the related party transactions and the same is available in
the website of the Company at https://cochinshipyard.in/
investor/investor titles/68.

10. During the year under review, all transactions entered
into with related parties were approved by the Audit
Committee. Prior omnibus approval of the Audit
Committee and the Board is obtained for the transactions
which are foreseeable and of a repetitive nature. All
related party transactions are placed on a quarterly basis
before the Audit Committee/ Board for review.

11. All contracts, arrangements and transactions entered into
by the Company with related parties during the financial
year 2024-25 were in the ordinary course of business and
on an arm''s length basis. No related party transactions have
been entered into by the Company during the year under
review which attracted the provisions of Section 188 of the
Companies Act, 2013. Therefore, the disclosure of related

party transactions as required under Section 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is not applicable
for the financial year 2024-25 and hence does not form
part of this Report. Further, your Directors draw attention
of the members to Note 51 to the standalone financial
statements which set out related party disclosures as per
Indian Accounting Standard (Ind AS) 24.

lorporate Social Responsibility and Sustainable
)evelopment Committee (CSR & SD Committee)

12. CSL had a Corporate Social Responsibility and Sustainable
Development (CSR & SD) Committee of the Board
with Shri Nahar Singh Maheshwari (DIN: 09419082),
Non-official (Independent) Director as Chairperson,
Smt. Amrapali Prashant Salve (DIN: 09415405), Non¬
official (Independent) Director, Shri Bejoy Bhasker (DIN:
08103825), Director (Technical) and Shri Jose V J (DIN:
08444440), Director (Finance) as members till November
21, 2024. The Independent Directors vacated their office
with effect from November 22, 2024 on completion of
tenure of their appointment prescribed by the Government
of India. Consequently, due to the non-appointment of
Independent Directors by the Government of India, CSL
could not reconstitute the CSR & SD Committee with
effect from November 22, 2024. In the absence of CSR &
SD Committee, CSR proposals were considered directly by
the Board based on the recommendations of below Board
level CSR Executive Committee.

13. The CSR & SD Committee has formulated and
recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to
be undertaken by the Company, which has been approved
by the Board. The CSR Policy can be accessed on the
Company''s website at the link https://cochinshipvard.in/
csr/aboutus#parentVerticalTab3.

14. Cochin Shipyard started CSR activities in the year 2010¬
11 based on the guidelines issued by the Department
of Public Enterprises (DPE) applicable to Government
Companies. CSL has put in place an effective CSR Policy
and implementation machinery. The CSR implementation
machinery consists of a three tier system; Tier I CSL Board,
Tier II CSL Board Level CSR Committee consisting of four
members of the Board, chaired by an Independent Director
and Tier III CSL CSR Executive Committee consisting
of senior level executives across various departments
of the Company.

15. During the year 2024-25, the Company could engage in
meaningful CSR initiatives that received appreciation both
within Kerala and also nationally.

116. The Company has spent H17.90 Crores against the target
mandatory CSR spending of H13.88 Crores for the financial
year 2024-25. "Health & Nutrition and PM Internship
Scheme" have been adopted as common theme for
undertaking CSR activities by CSL for the year 2024-25.

117. The Annual Report on CSR activities is placed at Annexure II.

Audit Committee

118. The Audit Committee of CSL comprised of Shri Prithiviraj
Harichandan (DIN: 01351097), Non-official (Independent)
Director as Chairperson, Shri Ashok Sharma (DIN:
09414565), Non-official (Independent) Director and Shri
Abhijit Biswas (DIN: 09419083), Non-official (Independent)
Director as members. Consequent to the resignation of
Shri Prithiviraj Harichandan (DIN: 01351097) on May 02,
2024, the Audit Committee was reconstituted with Shri
Abhijit Biswas (DIN: 09419083), Non-official (Independent)
Director as Chairperson and Shri Ashok Sharma (DIN:
09414565), Non-official (Independent) Director and Shri
Nahar Singh Maheshwari (DIN: 09419082), Non-official
(Independent) Director as members.

119. The Independent Directors vacated their office with effect
from November 22, 2024 on completion of tenure of
their appointment prescribed by the Government of India.
Therefore, due to the non-appointment of Independent
Directors, CSL could not reconstitute the Committee with
effect from November 22, 2024. During the year, for the
period when the Audit Committee was in existence, all the
recommendations of the Audit Committee were accepted
by the Board of Directors.

120. Particulars regarding the Audit Committee are provided
under the section ''Board Committees'' in the Report on
Corporate Governance.

Corporate Governance

121. The Company is committed to maintaining the highest
standards of corporate governance and has put in place
an effective corporate governance system. The Company
complies with the applicable regulations of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and also
the Guidelines on Corporate Governance issued by the
Department of Public Enterprises. The Company submits
its progress reports on corporate governance within 15
days from the close of each quarter to the Administrative
Ministry viz., Ministry of Ports, Shipping and Waterways as

recommended by the DPE in this regard. The Report on
Corporate Governance forms part of the Directors'' Report.

Management Discussion and Analysis

1 22. A separate section ''Management Discussion and Analysis
Report'' has been included in the Annual Report and the
same forms part of the Directors'' Report.

Internal Financial Controls

123. The Company has in place adequate internal financial
controls with reference to financial statements. During the
financial year 2023-24, the Company engaged M/s. Varma &
Varma, Chartered Accountants for reviewing the adequacy
of the Internal Financial Controls and to ensure that proper
and adequate systems are in place for compliance with the
provisions of all applicable laws. During the financial year
2024-25, such controls were tested and no reportable
material weakness was observed, with no major variation
in the control environment during the year.

124. In order to provide for functional autonomy, the Company
has a system wherein financial powers of the Board
of Directors are delegated to the CMD. These powers
are further sub-delegated to officers at various levels
for smooth and efficient day to day functioning. An
independent internal audit mechanism is in place for
conducting extensive audit of various operational and
financial matters. Compliance Audits are also being carried
out by C&AG on a yearly basis.

125. The Board of Directors/ Audit Committee also looked into
the internal control system, Company procedures and
internal audit performance and reports. The Company
has implemented an integrated ERP System (SAP) since
July 2014 and upgraded the same to the latest version
S/4HANA from April 2022, which is enabling better
management control.

Statutory Auditors

126. M/s. Anand & Ponnappan (Firm Registration No. 000111S),
Chartered Accountants, Kochi were appointed as the
Statutory Auditors of the Company by the Comptroller
& Auditor General of India for the year 2024-25. The
shareholders have delegated the power to fix the
remuneration of Statutory Auditors to the Board and
accordingly, the same has been fixed by the Board.

Auditors Report

127. M/s. Anand & Ponnappan, Statutory Auditors have
submitted their report on the standalone and consolidated
financial statements of the Company for the financial
year ended March 31, 2025, on May 15, 2025. The Report
does not contain any qualification, reservation or adverse
remark or disclaimer.

Comments of C&AG

128. The comments of the Comptroller and Auditor General
of India (C&AG) under Section 143(6)(b) of the Companies

Act, 2013 forms part of the Annual Report.

Cost Auditors

129. The Company maintains cost records with respect to its
shipbuilding activities as required under Section 148(1)
of the Companies Act, 2013. The Board has appointed
M/s. Rajendran Mani and Varier, Cost Accountants (Firm
Registration No. 000006), Kochi, as the Cost Auditors
for conducting the audit of cost records of the Company
for the financial year 2024-25. The remuneration of Cost
Auditor for the financial year 2024-25 was ratified by the
shareholders at the 52 nd AGM held on September 30, 2024.

Secretarial Auditor

130. The Board has appointed M/s. SEP & Associates, Practicing
Company Secretaries, Kochi to conduct Secretarial Audit of
the Company for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended March 31, 2025
is placed at Annexure III. The Secretarial Auditors in their
Report observed the following:

(i) There was no sufficient number of independent
directors (one short) on the board of the Company
with effect from May 02, 2024 as mandated under
Regulation 17 of SEBI LODR Regulations and Clause
3.1 of CG Guidelines for CPSEs. Further, there were
no independent directors on the board of the
Company with effect from November 22, 2024
as mandated under Regulation 17 of SEBI LODR
Regulations; Section 149 of the Act; and Clause 3.1 of
CG Guidelines for CPSEs.

(ii) There was no woman independent director on the
board of the Company as mandated under Regulation
17 of SEBI LODR Regulations; and a woman director
as mandated under Section 149 of the Act with effect
from November 22, 2024.

(iii) The Company does not have a duly constituted Audit
Committee as required under Regulation 18 of SEBI

LODR Regulations; Section 177 of the Act; and Clause
4.1 of the CG Guidelines for CPSEs with effect from
November 22, 2024. Consequently, the Company is
non-compliant with the provisions w.r.t the meetings
of Audit Committee as mandated under Regulation
18(2)(a) of SEBI LODR Regulations and Clause 4.4 of
the CG Guidelines for CPSEs.

(iv) The Company does not have a duly constituted
Nomination and Remuneration Committee as
required under Regulation 19 of SEBI LODR

Regulations; Section 178 of the Act; and Clause 5.1
of the CG Guidelines for CPSEs with effect from
November 22, 2024.

(v) The Company does not have a duly constituted
Stakeholders Relationship Committee as required
under Regulation 20 of SEBI LODR Regulations

and Section 178 of the Act with effect from
November 22, 2024.

(vi) The Company does not have a duly constituted
Corporate Social Responsibility Committee as
required under Section 135 of the Act with effect
from November 22, 2024.

(vii) The Company does not have a duly constituted
Risk Management Committee as required under
Regulation 21 of SEBI LODR Regulations with

effect from November 22, 2024. Consequently,
the Company is non-compliant with the provisions
w.r.t the meetings of Risk Management Committee
as mandated under Regulation 21 of SEBI
LODR Regulations.

(viii) The requirement of quorum of at least one
independent director as mandated under Regulation
17 of SEBI LODR Regulations was not met in the Board
Meetings of the Company held on February 06, 2025
and March 28, 2025 as there were no independent
directors with effect from November 22, 2024.

31. The explanation of the Board to the observations in the
Secretarial Audit Report is given below:

Cochin Shipyard Limited (CSL) is a Central Public Sector
Enterprise under the administrative control of the Ministry
of Ports, Shipping and Waterways, Government of India.
Accordingly, the appointment of Directors on the Board
of CSL is done by the Government of India by following
due procedure of selection. The Company has forwarded
necessary intimations to the Administrative Ministry for
filling up the posts of Independent Directors including a
Woman Director and frequent follow ups are also being
done. However, the filling up of vacancies of the Independent

Directors and Woman Director remains pending with the
Government of India. Further, the Company couid not
reconstitute the aforesaid Statutory Committees and
conduct its meetings due to the non-appointment of
Independent Directors, which wiii be done once the requisite
number of Independent Directors are appointed.

Internal Auditor

132. The Board has appointed M/s. Eiias George & Co.,
Chartered Accountants, Kochi, to conduct Internal Audit
for the financial year 2024-25.

Annual Return

133. The annual return of the Company as required under
Section 92(3) of the Companies Act, 2013 is available in
the website of the Company at https://cochinshipyard.in/
investor/investor tities/55.

Investor Services

134. The shares of the Company are listed in BSE Limited ("BSE")
and National Stock Exchange of India Limited ("NSE"). CSL
has paid listing fees to BSE and NSE on time. MUFG Intime

India Private Limited (formerly, Link Intime India Private
Limited) are the Registrar & Transfer Agents in respect of
these equity shares.

135. As on March 31, 2025, 8.72% Tax Free, Secured,
Redeemable, Non-Convertible Bonds of only H23 Crores is
outstanding for CSL, which will be matured in March 2029.
The said bonds are fully dematerialized with both the
depositories, NSDL and CDSL and are listed on Wholesale
Debt Market ("WDM") segment of BSE. During the year
India Ratings and Research (Ind-Ra) and Care Ratings
reaffirmed its ratings of CSL instruments of IND AAA/
Stable and CARE AAA/ Stable respectively. CSL has paid
the listing fees to BSE on time in respect of the bonds.
MUFG Intime India Private Limited (formerly, Link Intime
India Private Limited) is the Registrar & Transfer Agents
and SBICAP Trustee Company Limited is the Debenture
Trustees in respect of the bonds.

Vigilance

136. The Vigilance Department of Cochin Shipyard Limited
performs various preventive vigilance activities, promotes
vigilance awareness among all employees, engages in
proactive vigilance measures, conducts investigations
in cases related to punitive vigilance and carries out
surveillance and detection initiatives. The vigilance
department strives to ensure transparency and equity,

bringing efficiency to the system and competitiveness in
all procurements. The vital Central Vigilance Commission
(CVC) guidelines are discussed with the heads of
departments for strict compliance. For preventive
vigilance, emphasis is given to vigilance sensitization
among the officers and supervisors.

137. Strengthening Vigilance Capabilities - Dr. C. Pandi Selva
Durai, IOFS, is the full-time Chief Vigilance Officer, leading

the Vigilance Department. The department also includes
a Vigilance Officer (DySP rank police officer from Kerala
Police) on deputation to CSL, two CSL officers, and three
supporting staff. The Chief Vigilance Officer also oversees
the vigilance functions of CSL''s wholly owned subsidiaries,
Hooghly Cochin Shipyard Limited (Hooghly-CSL) and Udupi
Cochin Shipyard Limited (Udupi-CSL).

138. Systemic Improvements and Inspections - The Vigilance
Department conducted intensive type examinations and
recommended various systemic improvements based
on the findings. CTE-type inspections were carried out
on select major works and procurements in the Civil
Department, Ship Building, and Ship Repair divisions.
During the financial year, the department monitored
various contracts and audit reports and conducted
surprise/ periodic inspections in different operational
areas, suggesting corrective actions wherever necessary.
All reports to the CVC were submitted on time.

139. Vigilance Awareness Initiatives - As a prelude to Vigilance
Awareness Week 2024, a three-month campaign
was organized from August 16, 2024 to November

15, 2024, focusing on various activities to enhance
vigilance awareness and sensitization among officers
and supervisors. The Vigilance Awareness Week was
also observed in a befitting manner during October
- November 2024.

Right to Information Act

140. In order to promote transparency and accountability, your
Company has implemented the provisions of the Right
to Information (RTI) Act, 2005 in its true letter and spirit
and an appropriate mechanism has been set up in the
Company with a dedicated centralised RTI Cell to provide
information to the citizens under the provisions of this Act.
All the RTI requests and the appeals received both online
and offline during the year 2024-25 have been processed
and information was provided in a time bound manner as
stipulated in the Act.

141. There have been no instances of non-compliance by the
Company. No penalties or strictures were imposed on the

Company by any statutory authority during the last three
years with respect to RTI.

Vigil Mechanism

142. The Cochin Shipyard Vigil Mechanism and Whistle
Blower Policy of CSL adopted by the Board of Directors
at their 228th Meeting held on December 14, 2016 was
functioning as the Vigil Mechanism of CSL. Further, in line
with the guidelines on Corporate Governance for Central
Public Sector Enterprises issued by the Department of
Public Enterprises, CSL had adopted Fraud Prevention
and Detection Policy at the 214th Board Meeting held on
September 16, 2014. Since the larger objective of both
policies was similar, CSL adopted a combined policy viz.,
Whistle Blower and Fraud Prevention Policy at the 252nd
Board Meeting held on November 12, 2019. The Whistle
Blower and Fraud Prevention Policy of CSL is available at the
link https://cochinshipyard.in/investor/investor titles/68.

Details of frauds reported by Auditors under
Section 143

143. Nil.

Particulars of loans, guarantees or investments

144. During the year under Report, the 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; and

(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.

Material changes and commitments

145. No material changes and commitments, affecting the
financial position of the Company, have occurred between
the end of the financial year of the Company and the date
of this Report.

Details of change in nature of business

146. There has been no change in the nature of business of the
Company during the year under report.

Deposits

147. Your Company has not accepted any deposits from the
public under Chapter V of the Companies Act, 2013.

Secretarial Standards

148. The Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India.

Significant and Material orders

149. No significant and material orders were passed by the
regulators or any courts or tribunals impacting the going
concern status of the Company and affecting its operations.

Proceedings under Insolvency and Bankruptcy
Code, 2016

150. There was no application made or proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 (IBC) during the year under review.

Business Responsibility and Sustainability Report

151. 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 top 1000 listed entities based on market capitalization.
The Company has provided BRSR in the prescribed format
which forms part of the Annual Report. BRSR indicates
the Company''s performance against the principles of the
''National Guidelines on Responsible Business Conduct''.
This would enable the Members to have an insight
into environmental, social and governance initiatives
of the Company.

Other Statutory Disclosures

152. No disclosure or reporting is made with respect to
the following items, as there were no transactions
during FY 2024-25.

• There was no issue of equity shares with differential
rights as to dividend, voting or otherwise;

• There was no issue of equity shares (including sweat
equity shares) to employees of the Company under
Employees Stock Option Scheme;

• The Company does not have any scheme or
provision of money for the purchase of its own
shares by employees or by trustees for the
benefits of employees;

• There was no instance of one-time settlement with
any Bank or Financial Institution;

• Directors of the Company have not received
any remuneration or commission from any of
its subsidiaries;

• The Company has not failed to implement any
corporate action; and

• There was no revision of financial statements and/ or
Directors'' Report of the Company under Section 131
of the Companies Act, 2013.

Acknowledgement

153. The Board of Directors places on record their deep
appreciation for the unwavering support and guidance
extended by the Hon''ble Union Minister for Ports,
Shipping and Waterways and all officials of the Ministry
of Ports, Shipping and Waterways. The Board would also
like to express its heartfelt gratitude for the co-operation
and assistance received from various offices of the
Government of India, Government of Kerala, Government

of West Bengal, Government of Karnataka, Government
of Maharashtra, Andaman and Nicobar Administration,
various local bodies, the Comptroller & Auditor General
of India, Statutory Auditors, Secretarial Auditors, Cost
Auditors, Internal Auditors and the Bankers.

154. Further, the Board extends sincere thanks to our valued
Shareholders, Investors, Customers, Suppliers and Sub¬
contractors for their continued support. The Board also
recognize and appreciate the dedication and commitment
of all employees of Cochin Shipyard Limited and
its subsidiaries.

For and on behalf of the Board of Directors

Madhu Sankunny Nair

Kochi Chairman & Managing Director

May 15, 2025 DIN: 07376798

---

Mar 31, 2024

1. Your Directors have immense pleasure in presenting the 52nd Annual Report of your Company along with the audited financial statements for the year ended March 31, 2024.

Financial Performance

2. Diversified operational segments and product profile helped the Company to achieve a turnover of H3645.28 Crores for the year as compared to H2330.46 Crores in the year 2022-23. The profit before tax is H1093.62 Crores for the year as against H448.51 Crores in the previous year. The net profit is H813.10 Crores as compared to H334.49 Crores for the previous year.

3. Pursuant to the resolution passed by the Shareholders by way of postal ballot on December 13, 2023, the equity shares of CSL was sub-divided/ split in the ratio of 1:2, i.e., 1 (One) equity share of face value of H10/- each fully paid up was sub-divided/ split into 2 (Two) equity shares of face value of H5/- each fully paid up, with effect from the record date i.e., January 10, 2024. Accordingly, the authorised share capital of the Company is H250,00,00,000/-divided into 50,00,00,000 equity shares of face value of H5/- each. The paid up share capital of the Company is H131,54,03,900/- divided into 26,30,80,780 equity shares of face value of H5/- each.

Financial Highlights

Sl. No.	Particulars	2023-24	2022-23
(i)	Gross Income	3952.66	2536.95
(ii)	Profit before finance cost, depreciation, tax & exceptional items	1182.1	533.40
(iii)	Finance costs	31.55	33.74
(iv)	Depreciation & write off	56.93	51.15
(v)	Profit Before Tax	1093.62	448.51
(vi)	Tax Expense	280.52	114.02
(vii)	Net profit	813.10	334.49

Dividend

4. As per Office Memorandum F.No. 5/2/2016-Policy dated

May 27, 2016 issued by Department of Investment and

Public Asset Management (DIPAM), every CPSE have to pay a minimum annual dividend of 30% of PAT or 5% of the net-worth, whichever is higher. Accordingly, your Directors are pleased to recommend a final dividend of H2.25/- per share on the 26,30,80,780 fully paid equity shares of H5/- each. Earlier, first interim dividend of H8/- per equity share of face value H10/- each and post-split of equity shares, second interim dividend of H3.50/- per equity share of face value H5/- each had been paid to the shareholders during 202324. Thus, the total dividend for the year 2023-24 is 195% per equity share, amounting to H257 Crores. No unclaimed dividend (previous years'') is due to be transferred to the Investor Education and Protection Fund (IEPF).

Dividend Distribution Policy

5. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top 1000 listed entities shall formulate a dividend distribution policy. Accordingly, dividend distribution policy has been adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/ or retaining the profit into the business. The policy is available on the website of the Company at the link https://cochinshipyard.in/ investor/investor titles/68.

Transfer to Reserves

6. The details of amount transferred to reserves is given at Note 22 of the Standalone Financial Statements of the Company for the year ended March 31, 2024 which forms part of the Annual Report. As on March 31, 2024, the Company has Reserves and Surplus amounting to H4894.33 Crores which reflects the inherent financial strength of the Company. As per the amendment made to the Companies (Share Capital and Debentures) Rules, 2014 notified vide Notification No. G.S.R. 574(E) by the Ministry of Corporate Affairs, the Company is not required to create Debenture Redemption Reserve in respect of the bonds issued by it. However, due to the redemption of 1,000 nos. of 8.51% Tax Free, Secured, Redeemable, Non-Convertible Bonds in the nature of Debentures issued on private placement basis having face value of H10 Lakhs each fully paid up amounting to H100 Crores on December 02, 2023, balance in the Debenture Redemption Reserve created up to September 30, 2019 (H1 668.44 Lakhs) has been

transferred to Retained Earnings. As on March 31, 2024, 8.72% Tax Free, Secured, Redeemable, Non-Convertible Bonds of only H23 Crores is outstanding for CSL, which will be matured in March 2029.

Shipbuilding

7. The Company achieved a total shipbuilding income of H2638.91 Crores during 2023-24 as against H1766.45 Crores in 2022-23. During the year, the Hon''ble Prime Minister Shri Narendra Modi flagged off India''s first indigenously built Hydrogen Fuel Cell Ferry. The inauguration of this project will provide impetus for using Hydrogen in marine application as envisaged under National Green Hydrogen Mission and early adoption of hydrogen fuel cell technology in the marine sector will provide a global competitive advantage whereby meeting sustainable green energy aspiration of our Nation for net zero emission. Further, CSL successfully delivered five nos. of Hybrid Electric Catamaran Hull vessels to Kochi Metro Rail Limited (KMRL). Furthermore, CSL also delivered two nos. of Hybrid Electric Catamaran Passenger Vessels to Inland Waterways Authority of India (IWAI).

Ship Repair

8. During the year, the Company achieved a total ship repair income of H1006.37 Crores, compared to H564.01 Crores in the previous year. Major Vessels repaired during the year in the CSL Kochi yard include SRGD of Air Craft Carrier ''INS Vikrant'', ''INS Tarangini'', ''INS Sutlej'', ''Vishva Jyoti'', ''ICGS Veera'', ''Sagar Sampada'', ''Kalighat'', ''Dredge XII'' and ''R V Sindhu Sadhana''.

9. Major vessels repaired during the year in International Ship Repair Facility (ISRF), include UTLA vessels like ''Cheriyapani'', ''Valiyapani'', Tug ''Kalpitti'', ''M V Kodithala'', installation work of Stabilised Remote Control Guns (SRCG) onboard Fast

Patrol Vessels, Ro-Ro ''Sethu Sagar'' and ''M V Laccadives''.

10. CSL Mumbai Ship Repair Unit (CMSRU) has successfully undertaken repairs of around 104 vessels since operationalisation. During the financial year 2023-24, CMSRU undertook the dry dock and afloat repairs of 19 ships, including normal refits, short refits for Indian Navy and Indian Coast Guard vessels, as well as repairs for various commercial clients resulting in a turnover of H152 Crores.

11. CSL Kolkata Ship Repair Unit (CKSRU) has successfully completed 22 refit projects since the commencement of operations in October 2019. During the financial year 2023-24, CKSRU completed dry dock repairs of 5 vessels, including the refit of ''Shanti Sagar-24'', emergency

repairs of ''DCI Dredge XII'', and dry dock and afloat repair of ''DCI Dredge XIV''. CKSRU also undertook the

repair of the NSD No. 1 Box Caisson from Syama Prasad Mookerjee Port, Kolkata.

12. CSL commenced ship repair operations at the Andaman and Nicobar islands through its Andaman & Nicobar Ship Repair Unit (CANSRU). During the fiscal year 2023-24,

CANSRU has completed dry dock repairs for 20 vessels, performed 12 afloat repairs along with various other minor repairs thereby achieving a remarkable turnover of H95 Crores, surpassing the targeted turnover of H40 Crores. To further develop the ship repair facilities and enhance the ship repair ecosystem at CANSRU, various capital expenditure procurements have been undertaken, including the establishment of a well-equipped Safety cum Skill Development Center at the Marine Dockyard.

Shipbuilding Order Book Position

13. During the year 2023-24, CSL had been successful in

securing against intense competition, major shipbuilding orders viz., 1 no. Hybrid Service Operation Vessel (SOV) from a European client. Further, CSL secured order for construction of 8 nos. of Hybrid Electric Catamaran Passenger Vessels from IWAI, out of which 2 vessels have already been delivered. The order book position as on March 31, 2024 is as follows:

Vessel Type	Nos.
Post Commission works of Indigenous Aircraft Carrier - Phase III for Indian Navy	01
Anti-Submarine Warfare Shallow Water Craft for Indian Navy	08
Next Generation Missile Vessel for Indian Navy	06
HS Eco Freighter 7000 DWT Vessel for a European Client	08
Commissioning Service Operation Vessel for a European Client	02
Zero Emission Feeder Container Vessel for a European Client	02
Hybrid Service Operation Vessel for a European Client	01
Trailer Suction Hopper Dredger for Dredging Corporation of India Limited (DCI)	01
1200 Passenger cum 1000 MT Cargo Vessel for A & N Administration	02
Hybrid Electric Catamaran Passenger Vessel for Inland Waterways Authority of India (IWAI)	06
Hybrid Electric Catamaran Hull Vessel for KMRL	10

CSL Strategic & Advanced Solutions (C-SAS)

14. In order to tap new revenue generation streams beyond the current Shipbuilding & Ship Repair portfolios, a dedicated division named CSL Strategic & Advanced Solutions (C-SAS) was formed to enable the Company to venture into the arena of strategic and knowledge driven future technologies in the maritime sector. C-SAS has been actively engaged in identifying and developing sustainable and future oriented business models. Various innovative initiatives undertaken by C-SAS Division during the financial year 2023-24 are more specifically covered in the Management Discussion and Analysis Report.

Expansion Projects

15. The status of major projects and initiatives are as follows:

(i) International Ship Repair Facility (ISRF) at Cochin Port Premises

Hon''ble Prime Minister, Shri Narendra Modi inaugurated Phase-1 & Phase-2 of the ISRF project on January 17, 2024. 6000 T lifting capacity shiplifit system supplied by Syncrolift AS, Norway was commissioned and the first vessel docking on the shiplift platform was carried out. The commercial operations of the Facility commenced on August 12, 2024 with the successful docking of the vessel, ''HSC Parali'' of Union Territory of Lakshadweep Administration. The ISRF is equipped with 6000 T ship-lift, six workstations and approximately 1400 metre of berths; suitable for handling vessels of maximum 130 metre length. The Facility can repair six such vessels at the dry-workstations simultaneously.

Further, ten globally renowned firms in the maritime industry have already partnered with CSL for setting up their units in the Maritime Park in first phase, and three firms started their operations. CSL expects to position Kochi as a major ship repair hub with the commissioning of the ISRF.

(ii) New Dry Dock

Hon''ble Prime Minister, Shri Narendra Modi inaugurated the New Dry Dock on January 17, 2024. The New Dry Dock measuring 310 x 75/60 x 13 metre with 600 T gantry crane is located at the Northern end of the existing premises of the Company. The New Dry Dock will augment the Company''s shipbuilding and ship repair capacity essentially required to tap the market potential of building specialised and technologically advanced vessels such as LNG Carriers, Aircraft Carriers of higher capacity, jack up rigs, drill ships, large dredgers and repairing of

offshore platforms and larger vessels. Construction activities commenced in June 2018 and the physical progress achieved as on March 31, 2024 is 94%.

The major civil works for the New Dry Dock have been completed. This includes construction of the dock wall, dock floor, dock entrance caisson gate, underground pump house, four underground

substations, crane tracks, electric service tunnel, heavy duty pavement and medium duty pavement. The remaining civil works are targeted for completion by mid of September 2024. In parallel, the installation of electrical, mechanical and control systems is underway, along with the erection of the 600 T gantry crane, which is in the advanced stages of commissioning. The New Dry Dock is set to commence operations by end of September 2024. Further, the allied works such as installation and commissioning of Contaminated Water Treatment Plant (CWTP), dismantling of cofferdam, dredging of approach channel etc. are expected to be completed by end of November 2024.

Subsidiary Companies

(i) Hooghly Cochin Shipyard Limited (HCSL)

Hooghly Cochin Shipyard Limited (HCSL) was initially set up as a joint venture between CSL and Hooghly Dock & Port Engineers Limited (HDPEL) on October 23, 2017. Pursuant to the approval of the Union Cabinet, CSL acquired the shares held by HDPEL and with effect from November 01,2019, HCSL became a wholly owned subsidiary of CSL.

The Company set up a new state-of-the-art ship building and repair facility at Nazirgunge and on August 16, 2022, the Facility was dedicated to the nation by Shri Sarbanand a Sonowal, the Hon''ble Minister of Ports, Shipping & Waterways and Ayush, Government of India. The Facility has been set up in an area of 15.76 acres on the banks of river Hooghly at a cost of H175.20 Crores with an intention to position itself as a premier shipbuilding/ repair yard in the east coast of India for inland and coastal vessels.

HCSL entered the Electric Hybrid Catamaran segment by signing an agreement with CSL on March 23, 2024 for construction of 6 nos. of Electric Hybrid Catamaran Vessel for Inland Waterways Authority of India (IWAI). HCSL also had the privilege to sign another contract for 2 nos. of 40T ASD Bollard Pull Tug with Industrial Handling Private Limited. Further, the Company is building 1 MPV (2200T) for JAK Maritime & Logistics India Private Limited and is also serving as consultants with IWAI for setting up a new ship repair facility at Pandu, Assam. The Yard is also

working towards the completion of the order for design, construction, installation and commissioning of Box Caisson Gate from CSL to be positioned and commissioned at Netaji Subash Dock at Syama Prasad Mookerjee Port, Kolkata.

HCSL has reported a total income of H2404.47 Lakhs for FY 24 as against H1761.33 Lakhs for the previous year. The Company has reported a loss of H3005.81 Lakhs for the year ended March 31, 2024 as against H2033.59 Lakhs for the previous year.

(ii) Udupi Cochin Shipyard Limited (UCSL) [Formerly known as Tebma Shipyards Limited (TSL)]

UCSL is a wholly owned subsidiary of CSL based in Udupi and is mainly engaged in building small and medium sized vessels. UCSL performed well during the financial year 2023-24 by completing delivery of various vessels to the satisfaction of customers and securing key orders along with completing significant milestones with respect to the vessels under construction. In terms of financial performance, UCSL reported a total income of H18646.58 Lakhs for the year ended March 31, 2024, a substantial increase from H4780.96 Lakhs in the previous year. The revenue from operations improved significantly to H17971.62 Lakhs in FY 2023-24 compared to H3932.22 Lakhs in FY 2022-23. This improvement enabled the Company to achieve a profit of H111.38 Lakhs in FY 2023-24, a notable turnaround from the loss of H866.54 Lakhs reported in FY 2022-23.

Manpower Status

16. The manpower strength of the Company as on March 31, 2024 was 2133 consisting of 484 executives, 153 supervisors and 1496 workers.

Industrial Relations

17. CSL continued to maintain and foster cordial industrial relation atmosphere during the year. There was no loss of man hours on account of labour unrest due to reasons attributable to the Company exclusively.

18. The executives and non-unionised supervisors also

continued to contribute their best to the Company during the year.

19. The joint management forums like joint councils, shop council, central safety committee, shop level safety committees, contract worker safety committee, canteen management committee, employees'' contributory provident fund trust etc., continued to function effectively.

20. Employees and their dependents welfare and wellbeing are well taken care through various voluntary schemes like Employees Medical Assistance Scheme, Employees Pension Scheme, Shipyard Parivar Prathibha Puraskar Scheme, Employees Educational Assistance Scheme etc.

Human Resource Development

21. Cochin Shipyard Limited (CSL) gives utmost importance in empowering employees'' growth and developing their knowledge, skills and capabilities to drive better business performance. Acknowledging this fact, CSL has defined continuous learning as one of its cultural competencies and is constantly engaged in upskilling the workforce.

22. In line with the above, several learning and development activities were carried out during the year 2023-24 spanning across sectors covering technical as well as nontechnical work force. The Company has promulgated a training scheme ''Igniting Minds'' wherein the senior executives of the Company were nominated for various programmes on divergent topics like Strategic Leadership and Innovation in the digital Era, Organisational Excellence through leadership, ESG - Management, Reporting and Communication by IIM Bangalore, Transformational Leadership, Project Management, Managerial Effectiveness by IIM Ahmedabad, Business Analytics for strategic and tactical level decision making, General Management programme for senior and middle level Executives by IIM Calcutta etc.

AOTS (Association for Overseas Technical Cooperation and Sustainable Partnerships) Training in Japan

23. A batch of 20 employees including one Executive, two Supervisors and 17 Workmen attended a customised training in Japan during the period from June 28, 2023 to

July 10, 2023. The training programme was a combination of class room coaching and factory visits including Shipyards in Japan. The training programme covered areas such as Japanese work culture, work place management, social behavior, culture displayed by Japanese in public places and included visits to a shipbuilding company and other major industries to get a feeling of latest technology in use, safety management practices, robotics technology in action, productivity improvement practices through 5S and Kaizen.

24. Two senior executives attended two weeks AOTS training in Japan focusing on topics Program and Project Management and Quality Management during Jan/Feb 2024.

Training at INS Valsura

25. INS Vaisura is a premier technical training establishment of the Indian Navy located in Jamnagar, Gujarat. It houses the electrical school of the Indian Navy. A batch of 19 executive trainees (electrical/ electronics) from CSL attended a customised technical training programme at INS Valsura from May 01 to 13, 2023.

Customised Internal Trainings

26. In the financial year 2023-24, Cochin Shipyard Limited (CSL) organised various customised in-house training programs to enhance the competencies of its executives, supervisors, and employees. These programs were designed to cater to the specific needs and requirements of the organisation and the major programs include the following:

• A specialised three-day training on "Batteries for Maritime Applications" conducted by the Central Electrochemical Research Institute.

• Orientation sessions for retiring employees covering financial planning and health.

• In-house training on "Structural Design and System Engineering" by the Indian Register of Shipping.

• Programs on records management, first aid and POSH Act (Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressai) Act, 2013).

• Training sessions on supervisory skills, public

procurement, cyber hygiene, and eiectricai safety.

• Certification course on "Competence development and assessment program on project management (IPMA Level D Certification)".

• Specialised programs on "Class Rules", "Finance for Non-Finance Executives", "Soft Skills for Excellence" and "Competency-based Interviewing Skills".

• Young Officers Competency Development Program (YOCDP) for junior-level executives and Supervisors Competency Development Program (SCDP) for supervisors.

Educational Scholarships to Wards of Employees

27. "Shipyard Pariwar Prathibha Puraskar", an educational scholarship scheme introduced from the year 2016 aims to reward and promote the star performers among the wards of regular employees of CSL. A scholarship of

H25,000/- per year for a maximum period of 5 years shall be bestowed in the order of highest marks scored by the wards in class XII final examination. During the year 202324, three eligible students have been granted scholarship under the said scheme.

Recognising Excellence

28. CSL has introduced the Employee Excellence Awards Scheme envisaging reward and recognition for innovative ideas and practices among the employees below the level of AGMs. The highest award under the scheme is Chairman''s award with a citation and cash price of H15,000/-. During the Independence Day celebrations in 2023-24, 15 employees (Executives - 3, Workmen - 9, On contract personnel - 3) were honored with Chairman''s Commendation, which carries H2,000/- cash prize.

29. During the Republic Day celebrations in 2024, two Executives were honored with Chairman''s Award of H1 5,000/- cash prize and commendation certificate. A total of 49 employees (Executives - 16, Supervisors - 6, Workmen - 25, on contract personnel - 2) were bestowed with Chairman''s Commendation and cash prize of H2,000/-.In addition to this, Chairman''s Special Commendation comprising of H5,000/- cash prize and commendation certificate was awarded to an on-contract employee.

International Yoga Day

30. Employees and their family members were encouraged to observe international day of Yoga. CSL conducted various activities such as Yoga workshop and common Yoga protocol practice, in order to promote Yoga with an aim to relieve stress, support good health habits and improve mental/ emotional health. Further, live streaming of the event on June 21, 2023 was also made available for participation by family members of the employees.

Constitution Day

31. Constitution day was celebrated in CSL with reading of Preamble to the Indian Constitution. In order to create awareness among CSL employees about the Constitution and its significance, CSL had uploaded a series of awareness building courses on NOVEX e-learning platform. A refresher session on Preamble and the basic principles of Indian Constitution was held on November 26, 2023. Additionally, a quiz programme on Indian Constitution was also arranged in connection with the celebration of Constitution day.

Marine Engineering Training Institute (METI)

32. METI successfully trained a total of 77 Graduate Marine Engineering (GME) cadets, who completed the one-year course as per the guidelines of the Directorate General of Shipping, Government of India. Additionally, 102 GMEs are

currently pursuing the course.

33. METI also facilitated the 6-month afloat training for 15 students of the 4-year Marine Engineering program from ''Sree Venketeswara College of Engineering'' (SVCE), Chennai. A total of 16 SVCE students are currently pursuing the course.

34. During the year 2023-24, METI conducted 17 batches (279 students) of the 3-day Basic Fire Fighting Practical Training Program.

35. METI actively participated in the National Maritime Day Celebrations 2023 organised by CIFNET Kochi, for which it received appreciation awards from the Mercantile Marine Department (MMD), Kochi, on April 05, 2023. METI also observed World Blood Donors Day and conducted inhouse seminars for the 48th and 49th batches of GMEs. Additionally, the students participated in Shramadhan for Swachata in October 2023.

36. METI conducted the first batch of the Oil and Chemical Tanker Familiarisation course for 7 students from February 12 to 19, 2024. On March 19, 2024, METI organised a "Meet and Greet the Candidates" program, which was attended by 123 students from various engineering colleges, aspiring for GME-sponsored seats from reputed shipping companies. Several shipping company officials also visited METI and conducted recruitment and placement-related activities.

37. The Training Institute provided various training programs on Connecting Electrical Equipment, Employability, and Communication Skills to Apprentices and trainees completing their apprenticeship programs. Moreover, CSL Training Institute provided internships for a total of 1,104 Degree and Management students from various colleges across the country. During the year 2023-24, the Training Institute imparted apprentice training for a total of 356 ITI trainees, 28 Diploma trainees, 30 Degree trainees and 1 VHSE trainee. Additionally, 30 Executive Trainees were inducted during the period.

38. During the financial year 2023-24, METI received the following awards and recognitions:

(i) Best Participant Award for METI on National Maritime Day Celebrations (NMDC) by MMD, Kochi.

(ii) A1 Grade by LR Class on behalf of the Directorate General of Shipping in the CIP Audit, received for the consecutive second time.

Employee Welfare Measures

39. Employee Welfare Crowd Funding Scheme - CSL has launched an Employee Welfare Crowd Funding Scheme "Cochin Shipyard Employees Parivar Parirakshan Yojana (SEPPY)" in order to support the bereaved family of an employee at the event of death of an employee. The scheme operates in such a way that an amount of H600/-will be collected from each employee on the rolls of the Company in the event of death of a regular employee. As per the scheme, the Company will provide financial support at the rate of 1.5 times of fund collected through employee crowd funding, subject to a limit of H15,00,000/-in the event of each natural death case. The maximum benefit provided to the dependents through the scheme shall be H25,00,000/-.

40. Enhancement of relief under Cochin Shipyard Employees Mutual and Public Welfare Trust (CSEMPWT) - CSL enhanced the financial death relief to H8,00,000/- and funeral expenses to H25,000/- to the dependents of the members of the trust at the event of death of an employee.

41. Welfare assistance & special casual leave for the care of differently abled children - CSL is granting monthly welfare assistance of H4,500/- to all permanent employees who are having differently abled wards. They are also given time off for taking care of the ward in emergency situations limited to a maximum of 5 special casual leaves in a calendar year.

42. SEAWISE - An employee counseling scheme "Shipyard Emotional Assistance and Wellness Inclusion System for Employees (SEAWISE)" is in place in CSL with the support of Rajagiri College of Social Sciences, Kochi as a part of caring the emotional wellness of employees and their dependents. The counseling is imparted through telephonic and face to face mode. The scheme covers all permanent employees of CSL and their dependents, contract employees, trainees and CISF personnel in CSL unit.

43. Modified CSL Medical Assistance Scheme - CSL has modified the medical assistance scheme for employees by empanelling 33 hospitals (Super-specialty/ multi-specialty/ specialty and other-specialty hospitals) in Ernakulam District for the treatment of CSL employees and their eligible dependent family members. The expenses towards the inpatient/ day care treatment availed at these 33 empanelled hospitals shall be settled directly by CSL to the hospital. Medical ID Cards with details of employees and dependents has been issued to all employees for the purpose of identification at empanelled hospitals. In the

case of hospitals outside Ernakuiam district, the admissible treatment expenses shaii be reimbursed to the employees.

44. CSL Rudder Actionable Insights, Informed Decisions - As

a part of the new digital transformation initiatives, a new mobile application had been developed and launched. The application is offering a bunch of new facilities to CSL users. The application can be used by both internal users like all permanent staff including officers, supervisors and workmen and external users like retired employees etc. Employee profile, attendance details, salary slips, leave details, medical claims status, dependents information, loan details, PF data, capture reporting time etc., are some of the features included in Rudder application.

45. Infertility treatment scheme was launched in the year 2020 for providing reimbursement of medical expenses incurred for infertility treatment for all permanent employees. An amount not exceeding H1,00,000/- per cycle or the actual cost whichever is lower is permitted for reimbursement and the same will be allowed upto maximum of three fresh cycles with prior approval. Special Leave for maximum 10 days in a year and maximum of 20 days are being granted during the service of an employee who undergo procedures as part of infertility treatment. Total 26 employees were granted permission to avail the benefits under this scheme as on March 2024.

46. National Pension System (NPS) was introduced in CSL in order to facilitate contributory pension scheme for all permanent employees. CSL is contributing 10% of the wages (Basic DA) to the individual account of the employees, as employer contribution from April 2021 onwards. The scheme provides attractive income tax benefits to the employees and also ensures a hassle-free life post retirement.

47. CSL introduced paternity leave in the year 2019 to male employees of the Company including for valid adoption of a child below the age of one year.

48. CSL as a ''people first and people caring organisation'' felt the necessity to support the employees availing leaves owing to rare and extra ordinary circumstances such as treatment for cancer, organ failure and organ transplantation. From the calendar year 2023, 180 days of Special Leave during the service period has been sanctioned to all regular employees for undergoing treatment of cancer like surgery, chemotherapy or organ failure or donation of organ. There are also cases reported where the dependents of employees are in the similar situation and the employees have to avail leave to take care of them. As a support for the ailing family members, special leave can also be availed by employees for the days required for chemotherapy, organ transplantation of their dependents.

49. It has also been noted that a number of CSL employees are donating blood to the needy as a noble act, and a lifesaving gesture. All regular employees are also allowed to avail Special Leave for one day for donating blood, subject to a maximum of three occasions in a year.

Encouraging Thought Provoking Ideas

50. ''Nethruthwa Samvriddhi Yojana'' - Leadership Acceleration Programme (LEAP) was launched in the year 2016 to encourage and motivate executives in the grades E1 to E4 for pursuing higher studies in premier institutes both in India and abroad. The core benefit under the scheme is not only a grant of study leave for two years, but reimbursement of tuition fees, in installments after they come back andjoin for duty. A maximum of three applicants are considered on a yearly basis under LEAP scheme.

51. Mentor-Mentee scheme was launched in the year 2016 for ensuring personalised special attention by a senior executive. This collaboration gives junior executives, who are freshers, a feeling of engagement, belongingness and significant improvement in the inter and intra personal relationship in the organisation which lead to better retention.

Professional Assessments

52. Through an elaborate competency mapping exercise, four cultural competencies namely teaming, execution excellence, constraint breaking and continuous learning have been identified for CSL. These cultural competencies have been incorporated in all HR sub systems like recruitment, training, performance management, career development etc.

Status on Affirmative Action to Implement Presidential Directives on Reservations

53. Cochin Shipyard has been strictly complying with the Presidential directives and guidelines on reservation for Scheduled Caste (SC)/ Scheduled Tribes (ST)/ Other Backward Classes (OBC)/ Economically Weaker Sections (EWS) and Persons with Benchmark Disabilities (PwBD) issued by the Government of India from time to time. The Company has appointed separate liaison officers for SC/ ST/ OBC/ EWS/ and Ex-Servicemen/ PwBD to oversee the implementation of reservation policies. Reservation percentage is ensured through the maintenance of post-based roster system as prescribed by the Government of India.

Representation of SC/ ST/ OBC/ EWS, Persons with Benchmark Disabilities (PwBD) and Minority Employees

54. The representation of SC, ST, OBC, EWS, Persons with Benchmark Disabilities (PwBD) and Minority employees in various groups of posts as on March 31,2024 is given below:

Category	Total Strength	SC	ST	OBC	EWS	PwBD	Minority
Group A	380	50	20	103	0	9	98
Group B	156	20	8	66	2	1	39
Group C	1192	157	15	596	1	32	292
Group D	405	51	5	267	1	11	101
Total	2133	278	48	1032	4	53	530

Provision for Safeguard of Women

55. The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and Rules framed thereunder are strictly complied with, including constitution of Internal Complaints Committees, which are chaired by senior woman executives. The Company has taken various initiatives for spreading awareness for prevention of sexual harassment including conducting sensitisation programs across the organisation. The Committee has received two complaints during the financial year 2023-24, of which one has been disposed off and the other is pending as on March 31,2024.

56. CSL has a woman Welfare Officer specifically to promote women empowerment activities and to formulate and implement welfare measures according to the needs of women employees of the Company. CSL celebrated International Women''s Day on March 08, 2024 in a very engaging manner.

Integrated Management System (IMS)

57. Cochin Shipyard maintained its Integrated Management System (IMS) under the ISO 9001:2015 Quality Management System, ISO 14001:2015 Environmental Management System and ISO 45001:2018 Occupational Health and Safety Management System standards. It is proposed to implement quality management systems in all the ancillary units of CSL in the forthcoming years.

Facility Upgrade and Capital Expenditure

58. The total capital expenditure incurred in 2023-24 amounted to H561.58 Crores. This related to modernisation and expansion, renewals and replacements, new dry dock, ISRF, CMSRU, CKSRU, CANSRU, subsidiaries etc.

Implementation of Official Language Policy

59. In pursuance of sub rule (4) of rule 10 of the Official Language (Use for the Official Purposes of the Union) Rules,

1976, Government of India have notified, in the Gazette of India, that 80% of ministerial staff of the Company have acquired working knowledge/ proficiency in Hindi.

60. In connection with the Hindi Fortnight celebrations, 2023, a "Skill Development Seminar" and "Hindi Quiz competition" were organised on September 27, 2023 for the Hindi graduates and Post graduate students of Ernakulam district. The seminar was mainly organised in two sessions; skill development seminar and quiz competition. Two post graduate students presented a paper presentation on the importance of Hindi language. More than 120 students from various colleges of Ernakulam district actively participated in the seminar with full enthusiasm and zeal.

61. As a special step to help the students to understand the importance and prominence of Official Language Hindi in offices, an internship program in Official Language Hindi has started in CSL. So far, 2 students from CUSAT, Kalamassery, 8 students from Dakshina Bharat Hindi Prachar Sabha, Ernakulam and 5 students from Maharajas College, Ernakulam have successfully completed the 15 days internship program in Official Language Hindi.

62. To initiate the implementation of official language, CSL units and subsidiaries were inspected and guidance and instructions related to official language policy were provided to the senior officers and employees of all the units and subsidiaries through official language management programme.

63. Various competitions in Hindi were organized in connection with Hindi fortnight celebrations 2023 for employees, trainees and employees on contract of CSL and all its units including subsidiary companies. Quiz, calligraphy, passage

reading, administrative terminology, Hindi typing, memory test, Hindi film songs, essay writing and Hindi poem writing

etc. were organized in this regard. Further, 15th issue of Hindi house journal, ''Sagar Ratna'' was released on the valedictory function of Hindi fortnight celebrations, 2023.

64. In connection with World Hindi Day, an inter-departmental Hindi quiz competition was organized at CSL, Kochi. This competition was organized with the aim of highlighting the importance of Hindi language and making awareness about the official language policy among all the employees. Hindi department personnel organized this competition by personally visiting every person from every department of the shipyard. The quiz consisted of 20 objective type questions of 5 minutes duration. 560 employees actively participated in the competition.

65. Training classes in spoken Hindi for other units commenced from March 10, 2023 onwards for two months. A total of 18 employees actively participated in the training sessions. Fifth batch of spoken Hindi commenced in the month of November 2023, a total of 36 employees are actively participating in the said course.

66. An official language induction programme was organized for the newly recruited executive trainees in order to create an awareness regarding the official language. The main aspects related to the role and responsibilities of officers in the field of official language implementation were discussed. 30 executives ensured their successful participation.

67. Second batch of noting and drafting classes for the clerical employees was started. Classes was for two months. The classes were successfully completed in the month of September 2023. A total of 12 employees ensured their active participation in this programme.

68. Six Hindi Workshops and four Official Language Implementation Committee meetings (OLIC) were conducted during the year.

69. During the year 2023-24, cash incentives for children of employees for obtaining high marks in Hindi in 10th standard were awarded to 28 children. 86 employees were also awarded cash incentives for the implementation of Hindi language.

70. As a social commitment, to attract school students more towards Hindi language, providing Hindi books in government schools/ institutions was initiated. During the year under report, Hindi books worth H5,000/- were provided to Alangad Kendriya Hindi Mahavidyalaya, Ernakulam.

Particulars of Employees and Related Disclosures

71. In accordance with Ministry of Corporate Affairs notification no. G.S.R. 463(E) dated June 05, 201 5, government companies are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

72. Details are placed at Annexure I. The Company''s major initiative in the conservation of energy was installation of solar panels on the rooftop of various buildings of CSL. The

programme commenced in the year 2013-14. As of March 31, 2024, solar power plant having capacity of 1672 kWp has been commissioned in CSL.

Risk Management

73. In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, CSL has constituted a Board-level Risk Management Committee (RMC) to oversee the Company''s overall corporate risk management. CSL has put in place a comprehensive Risk Management Policy, approved by the Board of Directors at their 214th meeting held on September 16, 2014 and later amended at the 259th Board Meeting held on February 12, 2021. The Company''s risk management policy aims to establish a structured and defined process for the identification, assessment, response, monitoring, and reporting of risks.

74. As per the Policy, the CSL Board undertakes overall oversight of the risk management system. The Board periodically reviews the risk management process to ensure that key risks are being properly identified and effectively managed. The CSL management, comprising both Board-level and below-Board-level executives, has been entrusted with the implementation of the risk management process. To this end, CSL has set up functional Risk Management Committees and a Board-level Risk Management Committee to implement the Risk Management Policy across the organization. These committees regularly review the risk management process and the Policy to ensure their continued effectiveness.

75. The diversified product mix of CSL, which includes both defense and commercial shipbuilding, as well as ship repair, provides the Company with a natural hedge against market risks. This diversification helps to mitigate the Company''s exposure to fluctuations in any particular market segment, thereby enhancing the overall resilience of the business.

Health, Safety & Environment (HSE)

76. CSL remains steadfast in its commitment to upholding exemplary Health, Safety, and Environment (HSE)

standards, ensuring the safety and weii-being of our employees, customers, and stakeholders. Our HSE management system is meticulously crafted to identify and mitigate potential hazards and risks while fostering a cuiture of continuous improvement in our performance in this domain. We firmly believe that a secure and healthy work environment is indispensable for the overall welfare of our stakeholders.

77. We are delighted to announce a significant increase of 24% in our Organizational HSE Index percentage compared to the preceding year of 2022. This substantial improvement underscores our unwavering focus on HSE and the efficacy of our HSE governance system in mitigating incidents and accidents. Our emphasis on proactive measures over reactive responses is reflected in this Departmental level HSE Index, which benchmarks our HSE performance, affirming our commitment at functionai ieveis.

78. At CSL, our workforce is equipped with the requisite skills and knowledge to effectively manage HSE risks and ensure compliance with pertinent laws and regulations. We invest substantially in regular HSE training and competency assessments to ensure that our empioyees possess the necessary skills to execute their responsibilities safely. Recognizing our employees as our most valuable asset, we prioritize providing them with the essentiai HSE competencies. Through various training and development initiatives, we continuously enhance their HSE knowledge and skills, ensuring alignment with the latest HSE practices and regulations.

79. The Frequency rate of CSL for the year 2023 stands at 0.32. This metric is closely monitored as a pivotal indicator of our HSE performance. We attribute this achievement to our proactive approach and the enhancements in our overall reporting cuiture.

80. CSL meticulously evaluates its subcontractors based on their HSE performance and mandates adherence to our rigorous HSE policies and standards. We collaborate cioseiy with our subcontractors, ensuring they are equipped with the requisite resources and training to execute their tasks safely. Continuously monitoring their HSE performance, we provide constructive feedback to facilitate improvement. Recognizing the significance of subcontractors'' HSE performance, we have impiemented a robust evaluation process to ensure alignment with our HSE standards and regulations.

81. HSE Star rating represents annual performance of CSL subcontractors in terms of Health, Safety and Environment aspects. It is calculated for firms employing 20 or more staff in the Yard on a calendar year basis. These ratings, ranging from blossom star to five star, are a testament to the rigorous standards upheld by our subcontractors.

Approximately 40% of contractors have been elevated to the HSE star rating category in the iast three years, demonstrating a significant improvement in HSE performance across our operations.

82. Our commitment to maintaining elevated HSE standards and ensuring the safety and well-being of our employees, customers and stakeholders remains unwavering. We take pride in our HSE performance during the year and persistentiy strive for enhancement. Our dedication to investing in our HSE management system and fostering a robust HSE culture across our organization persists. We reaffirm our commitment to sustaining a safe and healthy work environment while consistently improving our HSE performance, recognizing that our endeavors in HSE not only benefit our employees but also resonate positively with our customers, communities and the environment.

83. We are proud to have received the following HSE awards during the year, recognizing our outstanding performance in this area.

(i) Keraia Industrial Safety Awards 2023 - Sub Category II Winner;

(ii) National Safety Council (Keraia Chapter) - Awards for Outstanding Safety Performance ''Sreshta Suraksha Puraskar'' - Very Large Factories - Engineering; and

(iii) Nationai Safety Councii (Keraia Chapter) - Award for factories having contractor safety management system - First.

84. Further, the officials of CSL secured Keraia Industrial Safety Awards 2023 in the category of Best Statutory Safety Officer and Best Statutory Weifare Officer. Further, prizes awarded by Nationai Safety Councii (Keraia Chapter) for the categories viz., ''Safety Short Story competition (Engiish) - Industriai empioyees'', ''Safety Siogan competition (Maiayaiam) - Industriai empioyees'', ''Safety Quiz'' and ''Tooi Box Taik'' were secured by CSL Officiais.

85. These accoiades serve as a testament to CSL''s unwavering commitment to exceiience in HSE practices and underscore our dedication to fostering a safe and secure work environment.

Industrial Security

86. CSL is a vitai organisation with nationai importance and is ciassified as speciai security zone by both State and Centrai Government and the security of estabiishment has got nationai importance. The primary security of the estabiishment is entrusted with Centrai Industriai Security Force (CISF) unit comprising of 161 CISF personnei under the command of Dy. Commandant, CISF. Overaii security

of the Company continued to be robust without causing any serious security concern during the year. AH security systems and measures introduced and installed in the Company are of international standards. Periodic joint survey was conducted by the Company along with CISF. Twenty-four hours waterfront patrolling with armed personnel and wireless surveillance (CCTV) system covering all critical locations and installations are in place. The periodic mock drill exercises are conducted in coordination with Intelligence Bureau, State Police, State Fire Department, Bomb Squad and Navy to assess the readiness of CISF force to counter any security threat, security breach, crisis or calamities.

87. CSL has been accorded status of Sub-AUA under C-DAC, Mumbai by UIDAI in October 2023 and has commenced the process of Aadhaar based verification under Aadhaar Act for identification of persons prior to issuing of entry passes. This process helps in eliminating the impersonations from gaining access to CSL.

88. Further, CSL is implementing an integrated security system through Bharat Electronics Limited (BEL), Bangalore aimed at enhancing surveillance, access control and visitor management within the Yard. The system is anticipated to become operational in the fiscal year 2024-25.

89. CSL has also engaged DGR sponsored ex-servicemen security agency for supplementing existing forces mainly catering to external properties of CSL and also internal specific locations, comprising of 82 personnel.

Awards and Recognitions

90. During the financial year 2023-24 CSL received the following awards and recognitions:

(i) CSL was upgraded from ''Schedule B'' to ''Schedule A'' CPSE by the Government of India. This is a significant milestone for CSL.

(ii) CSL was honoured with meritorious PMA National Award 2023 in the category of ''Project Excellence'' for the remarkable feat of construction of the Indigenous Aircraft Carrier ''INS Vikrant'', India''s largest warship.

(iii) CSL was honoured with Maritime Excellence Award during INMEX SMM India Summit in recognition for

its commitment towards sustainable solutions and the stellar performance in shipbuilding, under the category, ''Shipbuilding Company of the Year''.

(iv) CSL was honoured with the Maritime Excellence Achievers'' Award for being the Best in the Industry under the category ''Ship Building and Repair'' during

the Global Maritime India Summit (GMIS) 2023.

(v) CSL was upgraded to "GreenCo Gold" ratings from

"GreenCo Silver" ratings by the Confederation of Indian Industry.

(vi) CSL received the KMA CSR Award 2024 for Social Inclusion.

(vii) CSL bagged the Best Implementation Award for the Official Language in Region ''C'' from the Ministry of Ports, Shipping and Waterways.

(viii) CSL received the First Prize for the implementation of Official Language from Kochi Town Official Language Implementation Committee (TOLIC) among the companies having more than 200 administrative employees.

(ix) CSL received the Second Prize for the Hindi Home Magazine ''Sagar Ratna'' from Kochi TOLIC (PSUs).

(x) CSL was the Overall Champion for the Joint Hindi Fortnight celebrations, 2023.

(xi) CSL was the Winner of the Kerala Industrial Safety Awards 2023 - Sub Category II

(xii) CSL bagged the Award for Outstanding Safety Performance ''Sreshta Suraksha Puraskar'' under the category Very Large Factories - Engineering from the National Safety Council (Kerala Chapter).

(xiii) CSL bagged the First prize from National Safety Council (Kerala Chapter) under the category Award for factories having contractor safety management system.

Board of Directors'' & Key Managerial Personnel

91. As on March 31, 2024 the Board of CSL comprises of 12 directors consisting of a Chairman & Managing Director, 3 Whole Time Directors, 2 Part-time official (Nominee) Directors, one each from Government of India and Government of Kerala and 6 Non-official (Independent) Directors. However, w.e.f May 02, 2024, Shri Prithiviraj Harichandan (DIN: 01351097) ceased to be a Non-official (Independent) Director of the Company consequent to his resignation on account of him contesting for the Odisha Legislative Assembly.

92. Details of changes in Key Managerial Personnel during the financial year 2023-24 are given below:

Sl. No.	Name	DIN	Designation	Date of Appointment	Date of Cessation	Remarks
1.	Shri Madhu Sankunny Nair (1)	07376798	Chairman & Managing Director	January 01,2016	Continuing	No Change
2.	Shri Bejoy Bhasker	08103825	Director (Technical)	April 05, 2018	Continuing	No Change
3.	Shri Jose V J	08444440	Director (Finance) Chief Financial Officer	August 01,2019 August 13, 2019	Continuing	No Change
4.	Shri Sreejith K Narayanan	09543968	Director (Operations)	July 21, 2022	Continuing	No Change
5.	Shri Syamkamal N	N.A.	Company Secretary & Compliance Officer	February 01,2020	Continuing	No Change

⁽¹⁾ Shri Madhu Sankunny Nair, whose office as Director was liable to retire by rotation and being eligible was reappointed as the Director of the Company at the 51st Annual General Meeting (AGM) of the Company held on September 28, 2023.

Declaration and Meeting of Independent Directors

93. During the financial year 2023-24, 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. A separate meeting of Independent Directors was held during the financial year on November 06, 2023 which was attended by all the Independent Directors of the Company.

Details of Board Meetings held during 2023-24

94. Five Board Meetings were held during the year 2023-24 and the gap between two meetings did not exceed the statutory period. The dates on which the Board Meetings were held along with the attendance of Directors therein, are as follows:

Sl. No.	Date	Board Strength	No. of Directors present
1.	April 29, 2023	12	12
2.	May 19, 2023	12	11
3.	August 11, 2023	12	10
4.	November 07, 2023	12	11
5.	January 30, 2024	12	11

95. For more details with respect to the Directors, Board and Committee meetings held during the year and attendance of these meetings, refer Corporate Governance Report which forms part of Directors'' Report.

Remuneration Policy/ Evaluation of Board''s

Performance

96. Cochin Shipyard is a Government of India company under the Ministry of Ports, Shipping and Waterways. Presently,

the Directors of the Company are presidential appointees and their remuneration is fixed in accordance with the DPE guidelines. Accordingly, Article 21(a) of the Articles of Association of CSL states that, President 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. However, during the year, Non-official (Independent) Directors had separately met on November 06, 2023 without the attendance of non-independent directors and members of management. All Non-official (Independent) Directors were present at the meeting. The meeting evaluated the performance of the Chairperson, Non-Executive Directors and the Board as a whole and expressed full satisfaction for the same. The Board also evaluated the Non-official (Independent) Directors of the Company vis-a-vis their performance and fulfilment of the independence criteria and found the same to be satisfactory.

Report of the Nomination & Remuneration Committee on Company''s Policy on Directors'' Remuneration

97. Presently, the remuneration of Board level appointees is determined in accordance with DPE guidelines. CSL at its 228th Board meeting held on December 14, 2016 adopted the Nomination and Remuneration Policy in compliance with the provisions of Section 178 of the Companies Act, 2013. CSL in its 241st Board meeting held on May 24, 2018 and further in its 245th Board meeting held on October 31, 2018 amended the Policy. The Policy is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/68.

Directors Responsibility Statement

98. Your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

(b) the Directors have 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 the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

(c) the Directors have 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 the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and arrangements with related parties

99. In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Company has put in place a Policy for dealing with the related party transactions and the same is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/68.

100. During the year under review, all transactions entered into with related parties were approved by the Audit Committee. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit Committee and the Board for review.

101. All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2023-24 were in the ordinary course of business and on an arm''s length basis. No related party transactions have been entered into by the Company during the year under review which attracted the provisions of Section 188 of the Companies Act, 2013. Therefore, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable for the financial year 2023-24 and hence does not form part of this Report. Further, your Directors draw attention of the members to Note 53 to the standalone financial statements which set out related party disclosures as per Indian Accounting Standard (Ind AS) 24.

Corporate Social Responsibility and Sustainable Development Committee (CSR & SD Committee)

102. As on March 31, 2024, CSR & SD Committee comprises of Shri Nahar Singh Maheshwari (DIN: 09419082), Non-official (Independent) Director as Chairperson, Smt. Amrapali Prashant Salve (DIN: 09415405), Non-official (Independent)

Director, Shri Bejoy Bhasker (DIN: 08103825), Director (Technical) and Shri Jose V J (DIN: 08444440), Director (Finance) as members.

103. The Corporate Social Responsibility and Sustainable Development (CSR & SD) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy can be accessed on the Company''s website at the link https://cochinshipvard.in/ csr/aboutus#parentVerticalTab3.

104. Cochin Shipyard started CSR activities in the year 201011 based on the guidelines issued by the Department of Public Enterprises (DPE) applicable to Government Companies. CSL has put in place an effective CSR Policy and implementation machinery. The CSR implementation machinery consists of a three tier system; Tier I CSL Board, Tier II CSL Board Level CSR Committee consisting of four members of the Board, chaired by an Independent Director and Tier III CSL CSR Executive Committee consisting of senior level executives across various departments of the Company.

105. During the year 2023-24, the Company could engage in meaningful CSR initiatives that received appreciation both within Kerala and also nationally.

106. The Company has spent H14.44 Crores against the target mandatory CSR spending of H13.69 Crores (after adjusting the excess spent during the financial year 2022-23)

for the financial year 2023-24. "Health & Nutrition" has been adopted as common theme for undertaking CSR activities by CSL for the year 2023-24.

107. The Annual Report on CSR activities is placed at Annexure II.

Audit Committee

108. As on March 31, 2024, the Audit Committee of CSL comprises of Shri Prithiviraj Harichandan (DIN: 01351097), Non-official (Independent) Director as Chairperson, Shri Ashok Sharma (DIN: 09414565), Non-official (Independent) Director and Shri Abhijit Biswas (DIN: 09419083), Nonofficial (Independent) Director as members. However, consequent to the resignation of Shri Prithiviraj Harichandan (DIN: 01351097) on May 02, 2024, the Audit Committee was reconstituted as below:

(i) Shri Abhijit Biswas, Non-official (Independent)

Director, Chairperson;

(ii) Shri Ashok Sharma, Non-official (Independent) Director, Member; and

(iii) Shri Nahar Singh Maheshwari, Non-official (Independent) Director, Member.

109. All recommendations of the Audit Committee were accepted by the Board of Directors. Particulars regarding the Audit Committee are provided under the section ''Board Committees'' in the Report on Corporate Governance.

Corporate Governance

110. The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. The Company complies with the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and also the Guidelines on Corporate Governance issued by the Department of Public Enterprises. The Company submits its progress reports on corporate governance within 15 days from the close of each quarter to the Administrative Ministry viz., Ministry of Ports, Shipping and Waterways as recommended by the DPE in this regard. The Report on Corporate Governance forms part of the Directors'' Report.

Management Discussion and Analysis

111. A separate section ''Management Discussion and Analysis Report'' has been included in the Annual Report and the same forms part of the Directors'' Report.

Internal Financial Controls

112. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year 2023-24, the Company has engaged M/s. Varma & Varma, Chartered Accountants for reviewing the adequacy of the Internal Financial Controls and to ensure that proper and adequate systems are in place for compliance with the provisions of all applicable laws. Further, the scope of the internal audit also included the review as to whether the laid down internal controls are followed and assessment as to whether such internal controls are adequate and are operating effectively. Such controls were tested and no reportable material weakness in the design or operation was observed.

113. In order to provide for functional autonomy, the Company has a system wherein financial powers of the Board of Directors are delegated to the CMD. These powers are further sub-delegated to officers at various levels for smooth and efficient day to day functioning. An independent internal audit mechanism is in place for conducting extensive audit of various operational and financial matters. Compliance Audits are also being carried out by C&AG on a yearly basis.

114. The Board of Directors/ Audit Committee also looked into the internal control system, Company procedures and internal audit performance and reports. The Company has implemented an integrated ERP System (SAP) since July 2014 and upgraded the same to the latest version S/4HANA from April 2022, which is enabling better management control.

Statutory Auditors

115. M/s. Anand & Ponnappan (Firm Registration No. 000111S), Chartered Accountants, Kochi were appointed as the Statutory Auditors of the Company by the Comptroller & Auditor General of India for the year 2023-24. The shareholders have delegated the power to fix the remuneration of Statutory Auditors to the Board and accordingly, the same has been fixed by the Board.

Auditors Report

116. M/s. Anand & Ponnappan, Statutory Auditors have submitted their report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, on May 24, 2024. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

Comments of C&AG

117. The comments of the Comptroller and Auditor General of India (C&AG) under Section 143(6)(b) of the Companies

Act, 2013 is placed at Annexure III. The comment of the C&AG is emanating from the Auditors'' Report issued on the standalone financial statements of the Company regarding non-reporting of Shipbuilding Financial Assistance Scheme in their report as part of the directions issued by the C&AG to Auditors. The Auditors'' response to the said comment is also included alongside the C&AG comments for easy reference. The comments of the C&AG and the Auditors'' response thereon are self-explanatory.

Cost Auditors

118. The Company maintains cost records with respect to its shipbuilding activities as required under Section 148(1) of the Companies Act, 2013. The Board has appointed M/s. Rajendran Mani and Varier, Cost Accountants (Firm Registration No. 000006), Kochi, as the Cost Auditors for conducting the audit of cost records of the Company for the financial year 2023-24. The remuneration of Cost Auditor for the financial year 2023-24 was ratified by the shareholders at the 51st AGM held on September 28, 2023.

Secretarial Auditor

119. The Board has appointed M/s. SVJS & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31,2024 is placed at Annexure IV. There is no qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report.

Internal Auditor

120. The Board has appointed M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Kochi, to conduct Internal Audit for the financial year 2023-24.

Annual Return

121. The annual return of the Company as required under Section 92(3) of the Companies Act, 2013 is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/55.

Investor Services

122. The shares of the Company are listed in BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). CSL has paid listing fees to BSE and NSE on time. Link Intime

India Private Limited are the Registrar & Transfer Agents in respect of these equity shares.

123. Further, 1,000 nos. of 8.51% Tax Free, Secured, Redeemable, Non-Convertible Bonds in the nature of Debentures issued on private placement basis having face value of H10 Lakhs each fully paid up amounting to H100 Crores, was matured and redeemed on December 02, 2023. As on March 31, 2024, 8.72% Tax Free, Secured, Redeemable, Non-Convertible Bonds of only H23 Crores is outstanding for CSL, which will be matured in March 2029. The said bonds are fully dematerialized with both the depositories, NSDL and CDSL and are listed on Wholesale Debt Market ("WDM") segment of BSE. During the year India Ratings and Research (Ind-Ra) and Care Ratings reaffirmed its ratings of CSL instruments of IND AAA/ Stable and CARE AAA/ Stable respectively. CSL has paid the listing fees to BSE on time in respect of the bonds. Link Intime India Private Limited is the Registrar & Transfer Agents and SBICAP Trustee Company Limited is the Debenture Trustees in respect of the bonds.

Vigilance

124. The Vigilance Department of Cochin Shipyard Limited performs various preventive vigilance activities, creating awareness about vigilance among all employees and pro-active vigilance, undertaking investigations in cases related to punitive vigilance and conducting surveillance and detection initiatives. The vigilance department strives to ensure transparency and equity, bringing efficiency to the system and competitiveness in all procurements. Important Central Vigilance Commission (CVC) guidelines are discussed with the heads of departments for strict compliance. For preventive vigilance, emphasis is given to vigilance sensitization among the officers and supervisors.

125. Strengthening Vigilance Capabilities - Dr. C. Pandi Selva Durai, IOFS, serves as the full-time Chief Vigilance Officer, leading the Vigilance Department. The department also includes a Vigilance Officer (DySP rank police officer from Kerala Police) on deputation to CSL, two CSL officers, and three supporting staff. The Chief Vigilance Officer also oversees the vigilance functions of CSL''s wholly owned subsidiaries, Hooghly Cochin Shipyard Limited (HCSL) and Udupi Cochin Shipyard Limited (UCSL).

126. Systemic Improvements and Inspections - The Vigilance Department conducted intensive type examinations and recommended various systemic improvements based on the findings. CVC-type inspections were carried out on select major works and procurements in the Civil Department, Ship Building, and Ship Repair divisions.

During the financial year, the department monitored various contracts and audit reports, and also conducted surprise/ periodic inspections in different operational areas, suggesting corrective actions wherever necessary. All reports to the CVC were submitted on time.

127. Vigilance Awareness Initiatives - As a prelude to Vigilance Awareness Week 2023, a three-month campaign was organized from August 16, 2023, to November

15, 2023, focusing on various activities to enhance vigilance awareness and sensitization among officers and supervisors. The Vigilance Awareness Week was also observed in a befitting manner during October - November 2023.

Right to Information Act

128. In order to promote transparency and accountability, your Company has implemented the provisions of the Right to Information (RTI) Act, 2005 in its true letter and spirit and an appropriate mechanism has been set up in the Company with a dedicated centralised RTI Cell to provide information to the citizens under the provisions of this Act. All the RTI requests and the appeals received both online and offline during the year 2023-24 have been processed and information was provided in a time bound manner as stipulated in the Act.

129. There have been no instances of non-compliance by the Company. No penalties or strictures were imposed on the Company by any statutory authority during the last three years with respect to RTI.

Vigil Mechanism

130. The Cochin Shipyard Vigil Mechanism and Whistle Blower Policy of CSL adopted by the Board of Directors at their 228th Meeting held on December 14, 2016 was functioning as the Vigil Mechanism of CSL. Further, in line with the guidelines on Corporate Governance for Central Public Sector Enterprises issued by the Department of Public Enterprises, CSL had adopted Fraud Prevention and Detection Policy at the 214th Board Meeting held on September 16, 2014. Since the larger objective of both policies was similar, CSL adopted a combined policy viz., Whistle Blower and Fraud Prevention Policy at the 252nd Board Meeting held on November 12, 2019. The Whistle Blower and Fraud Prevention Policy of CSL is available at the link https://cochinshipyard.in/investor/ investor titles/68.

Details of frauds reported by Auditors under

Section 143

131. Nil.

Particulars of loans, guarantees or investments

132. During the year under Report, the 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; and

(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, except as stated below:

Name of the Company	Description of Investment	Amount (K Crores)
Hooghly Cochin	Equity Shares	44.00
Shipyard Limited	by way of Rights Issue
Udupi Cochin	Equity Shares	18.00
Shipyard Limited	by way of
(Formerly Tebma Shipyards Limited)	Rights Issue

Note: During the year under Report, 4,40,000

Unsecured Redeemable Non-Convertible Debentures of face value H1,000/- each issued by Hooghly Cochin Shipyard Limited to CSL at a coupon rate of 6.50% per annum for a tenor of 60 months, was matured and redeemed.

Material changes and commitments

133. No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year of the Company and the date of this Report.

Details of change in nature of business

134. There has been no change in the nature of business of the Company during the year under report.

Deposits

135. Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

Secretarial Standards

136. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Significant and Material orders

137. No significant and material orders were passed by the regulators or any courts or tribunals impacting the going concern status of the Company and affecting its operations.

Proceedings under Insolvency and Bankruptcy Code, 2016

138. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review.

Business Responsibility and Sustainability Report

139. 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 top 1000 listed entities based on market capitalization. The Company has provided BRSR in the prescribed format which forms part of the Annual Report. BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

Other Statutory Disclosures

140. No disclosure or reporting is made with respect to the following items, as there were no transactions during FY 2023-24.

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

• There was no issue of equity shares (including sweat equity shares) to employees of the Company under Employees Stock Option Scheme;

• The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefits of employees;

• There was no instance of one-time settlement with any Bank or Financial Institution;

• Directors of the Company have not received any remuneration or commission from any of its subsidiaries;

• The Company has not failed to implement any corporate action; and

• There was no revision of financial statements and/ or Directors'' Report of the Company under Section 131 of the Companies Act, 2013.

Acknowledgement

141. The Board of Directors places on record their deep appreciation for the unwavering support and guidance extended by the Hon''ble Union Minister for Ports, Shipping and Waterways and all officials of the Ministry of Ports, Shipping and Waterways. The Board would also like to express its heartfelt gratitude for the co-operation and assistance received from various offices of the Government of India, Government of Kerala, Government of West Bengal, Government of Karnataka, Government of Maharashtra, Andaman and Nicobar Administration, various local bodies, the Comptroller & Auditor General of India, Statutory Auditors, Secretarial Auditors, Cost Auditors, Internal Auditors and the Bankers.

142. Further, the Board extends sincere thanks to our valued Shareholders, Investors, Customers, Suppliers and Subcontractors for their continued support. The Board also recognize and appreciate the dedication and commitment of all employees of Cochin Shipyard Limited and its subsidiaries.

For and on behalf of the Board of Directors

Madhu Sankunny Nair

Kochi Chairman & Managing Director

August 27, 2024 DIN: 07376798

---

Mar 31, 2023

1. Your Directors have immense pleasure in presenting the 51st Annual Report of your Company along with the audited financial statements for the year ended March 31, 2023.

Financial Performance

2. Diversified operational segments and product profile helped the Company to achieve a turnover of ?2330.46 Crores for the year as compared to ?3190.00 Crores in the year 2021-22. The profit before tax is ?448.51Crores for the year as against ?794.39 Crores in the previous year. The net profit is ?334.49 Crores as compared to ?586.57 Crores for the previous year.

3. The authorised share capital of the Company is ?2,50,00,00,000/- divided into 25,00,00,000 equity shares of face value of ?10/- each. The paid up share capital of the Company is ?1,31,54,03,900/- divided into 13,15,40,390 equity shares of face value of ?10/- each.

Financial Highlights

(? Crores)
Sl. No.	Particulars	2022-23	2021-22
(i)	Gross Income	2536.95	3456.42
(ii)	Profit before finance cost, depreciation, tax & exceptional items	533.40	895.28
(iii) Finance costs		33.74	46.48
(iv)	Depreciation & write off	51.15	54.41
(v)	Profit Before Tax	448.51	794.39
(vi)	Tax Expense	114.02	207.82
(vii)	Net profit	334.49	586.57

Dividend

4. As per Office Memorandum F.No.5/2/2016-Policy dated

May 27, 2016 issued by Department of Investment and Public Asset Management (DIPAM), every CPSE have to pay a minimum annual dividend of 30% of PAT or 5% of the net-worth, whichever is higher. Accordingly, your Directors are pleased to recommend a final dividend of ?3/- per share on the 13,15,40,390 fully paid equity shares of ?10/- each.

Earlier, two interim dividends of ?7/- each aggregating to ?14/- per equity share had been paid to the shareholders during 2022-23. Thus, the total dividend for the year 202223 is ?17/- per equity share (170%), amounting to ?223.62 Crores. No unclaimed dividend (previous years'') is due to be transferred to the Investor Education and Protection Fund (IEPF).

Dividend Distribution Policy

5. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top 1000 listed entities shall formulate a dividend distribution policy. Accordingly, dividend distribution policy has been adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/ or retaining the profit into the business. The policy is available on the website of the Company at the link https://cochinshipyard.in/investor/ investor titles/68.

Transfer to Reserves

6. No amount has been transferred to Reserves for the financial year 2022-23. As per the amendment made to the Companies (Share Capital and Debentures) Rules, 2014 notified vide Notification No. G.S.R. 574(E) by the Ministry of Corporate Affairs, the Company is not required to create Debenture Redemption Reserve in respect of the bonds issued by it. As on March 31, 2023, the Company has Reserves and Surplus amounting to ?4291.88 Crores which reflects the inherent financial strength of the Company.

Shipbuilding

7. The Company achieved a total shipbuilding income of ?1766.45 Crores during 2022-23 as against ?2511.48 Crores in 2021-22. During the year 2022-23, CSL delivered the first indigenously built Aircraft Carrier ''INS Vikrant'' to the Indian Navy. INS Vikrant was commissioned into the services of the Indian Navy by the Hon''ble Prime Minister of India, Shri Narendra Modi on September 02, 2022 in a grand event organised in CSL, Kochi. Further, CSL delivered two nos. of Autonomous Electric Barges viz., "Marit" & "Theres", for

Norway based ASKO Maritime AS. The 67 Mtr long vessels were delivered as Full-Electric Transport Ferries powered by 1846 kWh capacity battery. Further, CSL delivered one no. of 500 Pax vessel viz., "Nalanda" for Andaman and Nicobar Administration. CSL had also delivered the third and final lot of three Floating Border Out-Post (FBOPs) vessels out of nine FBOPs built for Ministry of Home Affairs, Government of India. Furthermore, CSL had also successfully delivered seven nos. of Hybrid Electric Catamaran Hull vessels to Kochi Metro Rail Limited (KMRL). During the financial year 2022-23, the Company delivered a total of fourteen vessels under defence as well as commercial segment.

Ship Repair

8. During the year, the Company achieved a total ship repair income of ?564.01 Crores as compared to ?678.52 Crores during the year 2021-22. Major Vessels repaired during the year in the main Yard at Kochi include INS Sarvekshak, INS Jamuna, INS Magar, Vishva Bandhan, Vishva Diksha, Vishva Vikas, DCI Dredge VIII, M V Lakshadweep Sea. Major vessels repaired during the year in International Ship Repair Facility (ISRF), Kochi include INS Kabra, R V Samudra Shaudhikama. Major vessels repaired during the year in CSL Mumbai Ship Repair Unit (CMSRU) include INS Aditya, M V Penna Suraksha, SCI Nalanda & OSV LJ Johnson. Major vessels repaired during the year in CSL Kolkata Ship Repair Unit (CKSRU) include DCI Dredge XXI, Svitzer Foxtrot, M V Dering & M V Sarojini. Further, CSL has also carried out repair activity in CSL Andaman & Nicobar Ship Repair Unit and has attended emergency repairs to A&N Admin. (DSS) vessels. The Yard has entered into an MoU with Naval Ship Repair Yard (NSRY), Kochi for undertaking dry dock and allied repairs to Indian Naval Vessels in Southern Naval Command. The Yard has also entered into an MoU for Ship Repair Support for vessels of Union Territory of Lakshadweep (UTL) along with CoPA & LDCL.

Shipbuilding Order Book Position

9. During the year 2022-23, CSL had been successful in securing against intense competition, major shipbuilding orders viz., 2 nos. of Commissioning Service Operation Vessels (CSOV)

from Pelagic Group, Cyprus, 6 nos. of Next Generation Missile Vessels (NGMV) from Ministry of Defence and 2 nos. of Zero Emission Feeder Container Vessels, being one each from NAVSHUTTLE 1 AS and NAVSHUTTLE 2 AS, Lysaker, Norway, Companies in the SAMSKIP Group, headquartered in Netherlands. The order book position as on March 31, 2023 is as follows:

Vessel Type Nos. Anti-Submarine Warfare Shallow Water Craft for 08 Indian Navy

Vessel Type Nos. Next Generation Missile Vessel for Indian Navy 06 HS Eco Freighter 7000 DWT Vessel for HS 08 Service GMBH & Co. KG, Germany Commissioning Service Operation Vessel for 02 Pelagic Group, Cyprus Zero Emission Feeder Container Vessel for 02 SAMSKIP Group, Norway Trailer Suction Hopper Dredger for Dredging 01 Corporation of India Limited (DCI) 1200 Passenger cum 1000 MT Cargo Vessel for 02 A & N Administration Hybrid Electric Catamaran Passenger Vessel for 02 Inland Waterways Authority of India (IWAI) Hydrogen Fuel Cell Vessel (Pilot Project) 01 Hybrid Electric Catamaran Hull Vessel for KMRL 15

CSL Strategic & Advanced Solutions (C-SAS)

10. In order to tap new revenue generation streams beyond the current Shipbuilding & Ship Repair portfolios, a dedicated division named CSL Strategic & Advanced Solutions (C-SAS) was formed to enable the Company to venture into the arena of strategic and knowledge driven future technologies in the maritime sector. C-SAS has been actively engaged in identifying and developing sustainable and future oriented business models. Various innovative initiatives undertaken by C-SAS Division during the financial year 2022-23 are as follows:

(i) Integration Jigs with Wheeled Stools

An innovative tool was designed in-house for integration of underwater vehicle, which is combination of integration jig and wheeled stools. This tool reduces approximately 50% of crane lifts and can save approximately 87.5% integration floor space compared to presently used integration tools.

(ii) Implementation of Hydrogen fuel cell technology for maritime application

C-SAS has also carried out the gap analysis of the fuel cell stacks, balance of plants, it''s control system etc. and discovered the gaps and implemented solutions for bridging those gaps to meet the class requirements.

The fuel cell along with BoP is also being marinized as per I EC standards thereby ensuring that the equipment meets the IRS class requirements. In doing so fuel cell technology which will be delivered will be a totally marine compliant solution.

A Design FMEA was also performed by C-SAS team

together with Fuel cell partner to identify the potential failures and take corrective/ preventive measures to identify and mitigate any such hazardous scenarios not only at the local level (component level) but also at the global level (ship level). This methodology also covers fuel cell control system, power management, propulsion control and vessel automation system.

(iii) Fuel cell technology in marine segment

A white paper was published to determine the appropriate Fuel cell technology applicable in marine segment using Analytical Hierarchical Process (AHP). AHP is a method for organizing and analysing complex decisions using mathematical tools for arriving at the best solution from among multiple available options. The same was ratified by industry experts.

(iv) Failure Mode and Effects Analysis (FMEA) of underwater vehicle

C-SAS conducted a detailed system level FMEA on all the subsystems for the underwater vehicle from the productisation perspective. Through a comprehensive analysis of all subsystems, our study has revealed probable system failures and gaps in the technological development of underwater vehicle.

Expansion Projects

11. The status of major projects and initiatives are as follows:

(i) International Ship Repair Facility (ISRF) at Cochin Port Premises

CSL continued to operate the dry-dock & existing facilities in the leased area (first phase) at Cochin Port premises. CSL completed repairs of six ships during the year 2022-23. The construction works of ISRF project, which commenced on November 17, 2017, was progressing till February 04, 2022. However, the construction contractor appointed for ISRF project, Simplex Infrastructures Limited, Kolkata had been facing severe financial crisis due to which construction activities at the project site was severely affected and eventually CSL had to terminate the contract on February 04, 2022. Physical progress of construction works reported till the termination of contract was 78%. CSL thereafter had split the balance works into separate three tender packages viz., Dredging works, Balance Civil, Mechanical & Electrical (CME) works and Floating gate works. Rock & Reef Dredging Private

Limited, Navi Mumbai was appointed as the dredging contractor on October 18, 2022. Physical progress of dredging works as on March 31, 2023 is 52%. RDS Project Limited, Kochi was appointed as the contractor for balance CME works on February 08, 2023 and ISRF project site handed over on March 10, 2023. As per present schedule, shiplift system is targeted for commissioning by December 2023 followed by full project completion in June 2024.

Further, ten globally renowned firms in the maritime industry have already partnered with CSL for setting up their units in the Maritime Park in first phase. CSL expects to position Kochi as a major ship repair hub with major operations in the present ship repair dock coupled with increased capacities that would be available when the ISRF is commissioned.

(ii) New Dry Dock Project

The New Dry Dock measuring 310 x 75/60 x 13m with 600T gantry crane will be located at the Northern end of the existing premises of the Company. The new dock will augment the Company''s shipbuilding and ship repair capacity essentially required to tap the market potential of building specialized and technologically advanced vessels such as LNG Carriers, Aircraft Carriers of higher capacity, jack up rigs, drill ships, large dredgers and repairing of offshore platforms and larger vessels. Construction activities commenced in June 2018 and the physical progress achieved as on March 31, 2023 is 75%. The project has overcome the difficulties created by the COVID-19 pandemic and is presently progressing well. Ground improvement works, cofferdam installation works, dock wall sheet pile installation works, 2 out of 4 underground Substations, 150 m of dock floor, RCC bottom raft of underground pump house, 98% RCC piling works, caisson gate unit fabrication etc. completed. Further, major civil works like balance dock floor construction, balance pump house construction (from depth of 21m) & other civil works like construction of 2 remaining Substations, crane track works, grand assembly area works, caisson gate works etc. are progressing.

(iii) CSL Mumbai Ship Repair Unit (CMSRU)

CMSRU entered into an Agreement with Mumbai Port Authority on October 20, 2018 to upgrade, operate and manage ship repair facility at Hughes Dry Dock and Berth nos. 5, 6, 7 and 8 of Indira Dock of Mumbai Port. Post operationalization, CSL has successfully undertaken repairs of around 88 vessels.

During the financial year 2022-23, CMSRU has undertaken dry dock and afloat repairs of 17 ships with major projects being undertaken for the defence clients notably INS Aditya of the Indian Navy, ICGS Samudra Paheredar of the Indian Coast Guard and other commercial clients mainly MV Penna Suraksha of Penna Shipping Private Limited, SCI Nalanda, SCI Ahimsa of Shipping Corporation of India, MSV HAL Anand, MV Goodman of M/s. HAL Offshore, MP Work boat 1 of Pallonji group, OSV TAG 13 of Hogger Offshore, Great Ship Roopa of M/s. Greatship India etc. The Yard is also undertaking repairs of the Storm Gate of Mumbai Port Authority.

(iv) CSL Kolkata Ship Repair Unit (CKSRU)

CKSRU, initiated as a joint venture between CSL and Syama Prasad Mookerjee Port Authority (SMPA), Kolkata, aimed to revive the idling dry dock facilities at Netaji Subhas Dock and exploit the ship repair potential in the region. By combining the existing infrastructure of SMPA with the professional expertise of CSL in the field of ship repair in India, CKSRU was established on a profit-sharing model to ensure ownership from both organisations. Since the commencement of commercial ship repair operation in October 2019, eighteen refit projects have been successfully completed.

During FY 2022-23, CKSRU completed dry dock repairs of 8 vessels, including the refit of MV Sentinel, a passenger vessel from A&N Administration, Svitzer Foxtrot from repeat customer Svitzer Asia Pvt. Ltd., part of Maersk group, Rani Siromani from Haldia Ports and 4 dredgers viz., DCI Dredge XV, DCI Dredge XXI, Darya Manthan owned by Adani group and emergency repair of DCI Dredge XVII. Repair of the NSD No. 1 Box Caisson from Syama Prasad Mookerjee Port, Kolkata is in progress. Firm stemming order for the dry dock refit of Santi Sagar 24, dredger owned by Adani group has been received and the vessel is scheduled to be docked at CKSRU in the beginning of April 2024, followed by two more dredgers from DCI.

Buoyed by these excellent results and in order to sustain the momentum thus developed, CSL has gone ahead with more Capex investment at CKSRU than initially envisaged. Construction of new Caisson Gate intended to be used as intermediate Box Caisson at NSDD is in progress and the same will be ready by around August 2023 bringing in added operational flexibility. Installation of new fire ring main system and a tower crane are in progress.

CSL hopes to make CKSRU India''s leading ship repair destination on the East Coast, rejuvenating the centuries old maritime heritage of Kolkata.

(v) CSL Andaman & Nicobar Ship Repair Unit (CANSRU)

Cochin Shipyard has already started ship repair operations at Andaman and Nicobar Islands further to the agreement executed with A&N Administration. Under the ambit of this Agreement, CSL shall carryout all types of repair activities for the vessels owned by DSS. CSL has been successful in mobilizing professionally qualified and experienced manpower dedicatedly for operations at the project site and deploying essential infrastructure required for undertaking ship repair operations at Port Blair.

Ship repair projects are taking momentum at CANSRU. During the FY 2022-23 CANSRU has successfully completed 60 emergency repairs. In addition to this, CANSRU executed the dry dock repairs of two vessels viz., MV Bharat Seema & MV Rajhans and also completed 8 routine repairs of DSS vessels including foreshore vessels viz., MV Jolly Buoy, MV Rani Changa, MV Strait Island, MV Kamorta & MV Long Island.

Various capex procurements have also been undertaken to develop essential ship repair facilities and to improve ship repair ecosystem at CANSRU. CSL is setting up a well-equipped Safety cum Skill Development Centre at Marine Dockyard to provide safety & skill development training to various stakeholders associated with CANSRU & Marine Dockyard.

Subsidiary Companies

(i) Hooghly Cochin Shipyard Limited (HCSL)

Hooghly Cochin Shipyard Limited (HCSL) was initially set up as a joint venture between CSL and Hooghly Dock & Port Engineers Limited (HDPEL) on October 23, 2017. Pursuant to the approval of the Union Cabinet, CSL acquired the shares held by HDPEL and with effect from November 01,2019 HCSL became a wholly owned subsidiary of CSL.

During the financial year 2022-23 the setting up of new state-of-the-art ship building and repair facility at Nazirgunge was completed and on August 16, 2022, the Facility was dedicated to the nation by Shri Sarbananda Sonowal, the Hon''ble Minister of Ports, Shipping & Waterways and Ayush, Government of India. The Facility has been set up in an area of 15.76

acres on the banks of river Hooghiy at a cost of ?175.20 Crores with an intention to position itself as a premier shipbuilding/ repair yard in the east coast of India for inland and coastal vessels.

To begin with HCSL has bagged order for building 1 MPV (2200T) and has also entered into an agreement with IWAI to act as consultants for setting up a new ship repair facility at Pandu, Assam. HCSL is also fabricating the Caisson Gate for CKSRU. HCSL is actively pursuing orders in the inland and coastal vessel construction and is positively expecting orders soon.

During the year 2022-23, HCSL has reported a total income of ?1761.33 Lakhs for the year ended March 31,2023 as against ?45.16 Lakhs for the previous year. The Company which was in project stage has reported a loss of ?2033.59 Lakhs for the year ended March 31, 2023 as against ?283.61 Lakhs for the previous year. HCSL has published its annual report for the year 202223 which is hosted in the website of CSL at https:// cochinshipyard.in/investor/investor titles/71. Please refer the annual report for more details.

(ii) Udupi Cochin Shipyard Limited (UCSL) [Formerly known as Tebma Shipyards Limited (TSL)]

Cochin Shipyard Limited (CSL) acquired UCSL in September 2020 through the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 consequent to which UCSL became a wholly owned subsidiary of CSL. Subsequently, the process of revamping the shipbuilding infrastructure at the various facilities of the Company were carried out and the Company commenced operations at its Hangarkatta facility in July 2021. The name at the time of takeover was Tebma Shipyards Limited and subsequently on April 22, 2022 the name of the Company was changed to Udupi Cochin Shipyard Limited.

The financial year 2022-23 has been a promising one for UCSL as the Company bagged various key orders and also delivered various vessels to the satisfaction of the customers. The major orders received by the Company include two 70T Bollard Pull Tugs, one Purse Seiner Deep Sea Fishing Boat and five Tuna Longliner Cum Gillnetter Fishing Boats under the ''Pradhan Mantri Matsya Sampada Yojana (PMMSY)''. The Company is also actively pursuing domestic as well as foreign orders and is in the advanced stages of bagging a couple of orders from Europe for building Mini General Cargo Vessels and Green Vessels. Further, the

Company also completed delivery of various vessels of which key projects include Hybrid Electric Catamaran Hull Vessels for the Kochi Water Metro Project, Tuna Longliner Cum Gillnetter Fishing Boat under ''PMMSY'' etc. Further, the Company also achieved significant milestones viz., steel cutting and keel laying of two 62T Bollard Pull Tugs, successfully completing the drydocking and repairs of SBM of Mangalore Refinery and Petrochemicals Limited (MRPL) etc.

Riding on the strong shipbuilding orders, UCSL

reported a total income of ?4780.96 Lakhs for the year ended March 31, 2023 as against ?1008.06 Lakhs for the previous year. During FY 2022-23 the revenue from operations improved significantly to ?3917.45 Lakhs as against ?641.98 Lakhs for FY 2021-22. Due to the enhanced activities in FY 2022-23, the Company could narrow down its loss by 33% to ?866.54 Lakhs as against ?1294.13 Lakhs for FY 2021-22. UCSL has published its annual report for the year 202223 which is hosted in the website of CSL at https:// cochinshipyard.in/investor/investor titles/71. Please refer the annual report for more details.

Manpower Status

12. The manpower strength of the Company as on March 31, 2023 was 1883 consisting of 410 executives, 158 supervisors and 1315 workers.

Industrial Relations

13. CSL continued to maintain and foster cordial industrial relation atmosphere during the year. There was no loss of man hours on account of labour unrest due to reasons attributable to the Company exclusively.

14. The executives and non-unionised supervisors also

continued to contribute their best to the Company during the year.

15. The joint management forums like joint councils, shop council, central safety committee, shop level safety committees, contract worker safety committee, canteen management committee, employees'' contributory provident fund trust etc., continued to function effectively.

16. Employees and their dependents welfare and wellbeing are well taken care through various voluntary schemes like Employees Medical Assistance Scheme, Employees Pension Scheme, Shipyard Parivar Prathibha Puraskar Scheme, Employees Educational Assistance Scheme etc.

Human Resource Development

17. Cochin Shipyard Limited (CSL) gives utmost importance in empowering employees'' growth and developing their knowledge, skills and capabilities to drive better business performance. Acknowledging this fact, CSL has defined continuous learning as one of its cultural competencies and is constantly engaged in upskilling the workforce.

18. In line with the above several learning and development activities were carried out during the year 2022-23 spanning across sectors covering technical as well as non-technical work force. The Company has promulgated a training scheme ''Igniting Minds'' wherein the senior executives of the Company were nominated for various programmes on divergent topics like Enlightened Leadership for Responsible Business, Organizational Excellence Through Leadership, Strategic perspective on design of PPPs, From Data to Decisions by IIM Bangalore, Customer based business strategy, Mindful Leadership in the 4.0 world by IIM Kozhikode, Transformational Leadership, Innovation, Corporate Strategy & Competitive Performance, The Winning Edge: Communication Strategies for leaders by IIM Ahmedabad, Managerial Leadership & Team Effectiveness by IIM Calcutta, Interpersonal Effectiveness & Team building, Leadership Communication by IIM Indore, Business Analytics for Problem Solving & Decision Making and Managerial Effectiveness by Management Development Institute, Gurgaon etc.

AOTS (Association for Overseas Technical Cooperation and Sustainable Partnerships) Training in Japan

19. A batch of 20 employees including one Executive, two Supervisors and 17 Workmen attended a customized training in Japan during the period from November 09 to 21, 2022. The training programme was a combination of class room coaching and factory visits including Shipyards in Japan. The training programme covered areas such as Japanese work culture, work place management, social behavior, culture displayed by Japanese in public places and included visits to a Shipbuilding Company and other major industries to get a feeling of latest technology in use, safety management practices, robotics technology in action, productivity improvement practices through 5S and Kaizen.

Training at INS Shivaji

20. INS Shivaji is the Premier Technical Training Establishment of the Indian Navy located in Lonavala, Maharashtra. The Establishment is well equipped to impart state-of-the-art training in engineering and technology. A batch of 20 Executive Trainees (Mechanical) from CSL attended a

customized technical training programme at INS Shivaji from December 05 to 16, 2022.

Customized Internal Trainings

21. Orientation training for employees retiring from service of CSL was held on April 28, 2022 and January 25, 2023. The sessions were conducted by the faculty from Dattopant Thengadi National Board for Workers Education and other experts in the field of financial planning and health. The session was attended by 30 employees.

22. As part of implementing Mentor-Mentee scheme for the new batch of Executive Trainees, an MDP on MentoringCoaching was conducted on June 03 and 04, 2022. A total of 41 Executives who were nominated as Mentors attended the MDP. Another training program titled Mentoring: Theory into Action was also organized on January 16 and 17, 2023 subsequent to posting of Executive Trainees to various departments.

23. A First Aid training programme for CSL Employees conducted by National Safety Council, Kerala Chapter, Ernakulam was held on June 23 and 24, 2022 and October 13 and 14, 2022. A total of 50 employees attended the programme.

24. As part of the CSL Golden Jubilee Celebrations, a Soft Skills training programme for CSL women employees (including contract personnel and trainees) was organized on July 11, 12, 13 and 15, 2022. The training was conducted by Career Fit 360 Private Limited, Kochi, covering a total of 183 women employees.

25. National Welding Meet - 2022 organized by the Indian Institute of Welding, Cochin branch was held on October 14 and 15, 2022. The program was attended by 74 employees.

26. In connection with the Vigilance Awareness Week 2022, an in-house workshop on the subjects Preventive Vigilance, Certified Standing Orders, CDA Rules, Service Conditions and Common Errors was conducted on October 31, 2022, November 02 and 04, 2022. The sessions were handled by the Vigilance Officer, DGM(IA), AGM(Legal) and AGM(HR) of the Company. The workshop was attended by 47 Executives, 58 Supervisors and 51 Workmen.

27. A certification course on Competence Development and Assessment Programme on Project Management (IPMA Level D Certification) was conducted by the International Project Management Association (IPMA) from November 16 to 19 & 21, 2022. The course was attended by 14 Executives.

28. Three days in-house training on Mooring Operations was conducted by Ensign Safety Academy & Consultants Private

Limited from December 20 to 22, 2022. The training was imparted to 83 employees.

29. One day training on Cross Functional Teaming for Executives was conducted on January 09, 2023 and March 28, 2023. The training was attended by 59 Executives.

30. A training program on Safety by Defence Research & Development Laboratory (DRDL) was conducted on February 24, 2023. 84 employees attended the training.

31. The YOCDP (Young Officers Competency Development Programme) for junior-level executives and SCDP (Supervisors Competency Development Programme) for supervisors are conducted online through NOVEX e-learning platform. A total of 22 recorded sessions of YOCDP and 20 recorded sessions of SCDP were uploaded online and made available to the participants.

Educational Scholarships to Wards of Employees

32. "Shipyard Pariwar Prathibha Puraskar", an educational scholarship scheme introduced from the year 2016 aims to reward and promote the star performers among the wards of regular employees of CSL. A scholarship of ?25,000/- per year for a maximum period of 5 years shall be bestowed in the order of highest marks scored by the wards in class XII final examination. During the year 2022-23, 9 eligible students have been granted scholarship under the said scheme.

Recognising Excellence

33. CSL has introduced the Employee Excellence Awards Scheme envisaging reward and recognition for innovative ideas and practices among the employees below the level of AGMs. The highest award under the scheme is Chairman''s award with a citation and cash price of ?15,000/-. During the Independence Day celebrations in 2022-23, 32 employees (executives-9, supervisors-3, workmen-12, on contract personnel-8) were honored with Chairman''s Commendation, which carries ?2,000/- cash prize. The Commendation Certificates to 33 employees which could not be presented during Republic Day celebrations, 2022 on account of COVID-19 pandemic were also distributed on the same occasion.

34. During the Republic Day celebrations in 2023, 26 employees (executives-8, executive trainee-1, workmen-14, on contract personnel-3) were honored with Chairman''s Commendation and ?2,000/- cash prize.

35. Employees and their family members were encouraged to observe international day of Yoga. CSL conducted various activities such as Yoga workshop, lecture on Yoga by experts and common Yoga protocol practice, in order to promote Yoga with an aim to relieve stress, support good health habits and improve mental/ emotional health. Further, live streaming of the event on June 21, 2022 was also made available for participation by family members of the employees.

Constitution Day

36. Constitution day was celebrated in CSL with reading of Preamble to the Indian Constitution. In order to create awareness among CSL employees about the Constitution and its significance, CSL had uploaded a series of awareness building courses on NOVEX e-learning platform. A refresher session on Preamble and the basic principles of Indian Constitution was held on November 26, 2022. Additionally, a quiz programme on Indian Constitution was also arranged in connection with the celebration of Constitution day.

Marine Engineering Training Institute (METI)

37. Total of 40 Graduate Marine Engineering cadets (GMEs) had successfully completed one-year course as per guidelines of Directorate General of Shipping, Government of India. Further a total of 77 GMEs are pursuing the course.

38. 29 students of 4-year Marine Engineering from Sree Venketeswara College of Engineering (SVCE), Chennai, successfully completed 6 months afloat training from CSL Marine Engineering Training Institute (METI). Further a total of 15 students from SVCE are pursuing the course.

39. METI has conducted 13 batches (191 Students) of 3 days Basic Fire Fighting Practical Training Program during August

2022 to March 2023.

40. CSL METI had participated in programmes organized by KMSME of CUSAT, and India Marine Private Limited. METI had conducted Walkathon from High Court Junction to CIFNET, Ernakulam on March 30, 2023 as part of the 60th National Maritime Day Celebrations by MMD, Kochi. METI also conducted Republic Day parade from Doctors Enclave, Panampilly Nagar to Manorama Junction on January 26, 2023. Further, FOSMA, MASSA & International Maritime Employers Council (IMEC), UK visited METI on March 21,

2023 and approved METI for Indian Cadet Programme

41. Awards and recognitions received by METI during the financial year 2022-23 are given below:

(a) Best Participant Award for METI on "Azadi Ka Amrit Mahotsav" Celebration by MMD, Kochi;

(b) Best Participant Award for METI on 59th & 60th National Maritime Day Celebrations (NMDC) by MMD, Kochi; and

(c) A1 Grade by LR Class on behalf of DG Shipping in CIP

Audit.

42. METI started 2 batches having 35 and 53 number of students of Marine Structural Fitter Practical Training under ASAP. Further, during the financial year 2022-23, METI provided various training programs on Productivity, House Keeping & 5S, Team Building, Ship Theory and Basic Electronics for Ships. Furthermore, METI provided internship for a total number of 1055 degree students.

Apprenticeship Training

43. Training Institute had imparted apprentice training for a total of 308 ITI trainees, 62 Diploma trainees, 35 Degree trainees and 3 VHSE trainees in the year 2022-23.

44. Seventy Executive Trainees were inducted during the year 2022-23.

Samanvay portal

45. Samanvay is the common Knowledge Management Portal for all CPSEs. The website is designed & developed by ONGC, on behalf of the Department of Public Enterprises (DPE). The primary objective of the Samanvay Knowledge Management Portal is to create a platform for enabling individuals, teams & entire Public Sector Enterprises to collectively and systematically share knowledge, infrastructure, best practices, SOP etc., to learn from others'' experiences. The usage of Samanvay is being closely monitored by DPE. Periodic meetings and reviews are conducted by DPE with CPSEs which are chaired by top officials of DPE and there has been continuous follow up from DPE to increase the usage of the portal. CSL has given user access for the portal to all officers and the users can share lessons learnt from their work place through the portal. CSL has shared around 125 articles including 34 lessons learnt, 91 different articles on HSE practices, CSR, HR, best practices at work place and articles on innovation through the Samanvay portal till date.

Employee Welfare Measures

46. SEAWISE: An employee counseling scheme ''Shipyard Emotional Assistance and Wellness Inclusion System for Employees (SEAWISE)'' is in place in CSL with the support of

Rajagiri College of Social Sciences, Kochi as a part of caring the emotional wellness of employees and their dependents. The counseling is imparted through telephonic and face to face mode. The scheme covers all permanent employees of CSL and their dependents, contract employees, trainees and CISF personnel in CSL unit.

47. Modified CSL Medical Assistance Scheme: CSL has modified the medical assistance scheme for employees by empanelling 32 hospitals (Super-speciality/ Multispeciality/ Speciality and other-speciality hospitals) in Ernakulam District for the treatment of CSL employees and their eligible dependent family members. The expenses towards the inpatient/ day care treatment availed at these 32 empanelled hospitals shall be settled directly by CSL to the hospital. Medical ID Cards with details of employees and dependents has been issued to all employees for the purpose of identification at empanelled hospitals. In the case of hospitals outside Ernakulam district, the admissible treatment expenses shall be reimbursed to the employees.

48. CSL Rudder - Actionable Insights, Informed Decisions: As

a part of the new digital transformation initiatives, a new mobile application has been developed and launched on April 01, 2022. The application is offering a bunch of new facilities to CSL users. The application can be used by both internal users like all permanent staff including officers, supervisors and workmen and external users like suppliers, subcontractors, retired employees etc. Employee profile, attendance details, salary slips, leave details, medical claims status, dependents information, loan details, PF data, capture reporting time, vendor registration details, invoice status, payment details, TDS certificates etc., are some of the features included in Rudder application.

49. Infertility treatment scheme was launched in the year 2020 for providing reimbursement of medical expenses incurred for infertility treatment for all permanent employees. An amount not exceeding ?1,00,000/- per cycle or the actual cost whichever is lower is permitted for reimbursement and the same will be allowed upto maximum of three fresh cycles with prior approval. Special Leave for maximum 10 days in a year and maximum of 20 days are being granted during the service of an employee who undergo procedures as part of infertility treatment. Total 20 employees were granted permission to avail the benefits under this scheme as on March 2023.

50. All employees (permanent & on contract employees) and trainees who had undergone treatment for being COVID positive and who were under quarantine were granted special leave.

51. National Pension System (NPS) was introduced in CSL in order to facilitate contributory pension scheme for all permanent employees. CSL is contributing 10% of the wages (Basic DA) to the individual account of the employees, as employer contribution from April 2021 onwards. The scheme provides attractive income tax benefits to the employees and also ensures a hassle-free life post retirement.

52. CSL introduced paternity leave in the year 2019 to male employees of the Company including for valid adoption of a child below the age of one year.

Encouraging Thought Provoking Ideas

53. ''Nethruthwa Samvriddhi Yojana'' - Leadership Acceleration Programme (LEAP) was launched in the year 2016 to encourage and motivate executives in the grades E1 to E4 for pursuing higher studies in premier institutes both in India and abroad. The core benefit under the scheme is not only a grant of study leave for two years, but reimbursement of tuition fees, in installments after they come back and join for duty. A maximum of three applicants are considered on a yearly basis under LEAP scheme.

54. CSL launched special financial assistance scheme applicable to SC/ ST apprentice trainees in 2018 to provide monthly financial assistance of ?1,500/- for meeting their expenses towards rental accommodation in Kochi. The monthly financial support is extended to a maximum of 20 trainees during the period of apprenticeship training, subject to periodical review by CSL.

55. Mentor-Mentee scheme launched in the year 2016 continued this year also for ensuring personalized special attention by a senior executive. It is extended to all new executives/ executive trainees joining CSL. This collaboration gives junior executives, who are freshers, a feeling of engagement, belongingness and significant improvement in the inter and intra personal relationship in the organisation which lead to better retention.

56. CSL Star Board - a mobile application for executives was introduced in 2017 for the purpose of knowledge sharing. The objective of Star Board is to enable the executives to share their technical knowledge, latest technical information and to provide a platform for innovative minds on matters related to their profession/ work. Star Board will promote knowledge sharing culture in CSL, which is essential for the existence and success of any business. This platform has provisions for sharing of both explicit knowledge and tacit knowledge.

57. Through an elaborate competency mapping exercise, four cultural competencies namely teaming, execution excellence, constraint breaking and continuous learning have been identified for CSL. These cultural competencies have been incorporated in all HR sub systems like recruitment, training, performance management, career development etc.

People Capability Maturity Model (PCMM)

58. In the year 2018, the Company commenced activities for obtaining a level 3 PCMM certification. As part of implementation of PCMM, conscious and collective efforts are being undertaken by the Executives in HR department in formulation of various policies and bringing in improvements in existing HR procedures and practices.

59. PCMM is a maturity framework that focuses on continuously improving the management and development of the human assets of an organisation. The PCMM helps organisations characterize the maturity of their workforce practices, establish a programme of continuous workforce development, set priorities for improvement actions, integrate workforce development with process improvement and establish a culture of excellence. The PCMM consists of five maturity levels; Level 1 to Level 5. Each maturity level is a well-defined evolutionary plateau that institutionalizes new capabilities for developing the organisation''s workforce. Unlike other HR models, PCMM requires that key functions/ process areas, improvements, interventions, policies, procedures and practices are institutionalized across the organisation, irrespective of function or level. Therefore, all improvements have to percolate throughout the organisation to ensure emphasis on a participatory culture embodied in a team-based environment and encouraging individual innovation and creativity.

Status on Affirmative Action to Implement Presidential Directives on Reservations

60. Cochin Shipyard has been strictly complying with the Presidential directives and guidelines on reservation for Scheduled Caste (SC)/ Scheduled Tribes (ST)/ Other Backward Classes (OBC)/ Economically Weaker Sections (EWS) and Persons with Benchmark Disabilities (PwBD) issued by the Government of India from time to time. The Company has appointed a liaison officer for SC/ ST/ PwBD/ Ex-Servicemen and a separate liaison officer for OBCs and EWSs to oversee the implementation of reservation policies. Reservation percentage is ensured through the maintenance of postbased roster system as prescribed by the Government of India.

Representation of SC/ ST/ OBC/ EWS, Persons with Benchmark Disabilities (PwBD) and Minority Employees

61. The representation of SC, ST, OBC, EWS, Persons with Benchmark Disabilities (PwBD) and Minority employees in various groups of posts as on March 31, 2023 is given below:

Category	Total Strength	|SC	|st	|obc	Jews	PwBD	Minority
Group A	352	48	17	94	-	9	94
Group B	100	12	9	27	1	1	26
Group C	1187	156	13	575	1	32	292
Group D	244	33	5	149	-	11	70
Total	1883	249	44	845	2	53	482

Provision for Safeguard of Women

62. The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and Rules framed thereunder are strictly complied with. An Internal Complaints Committee has been constituted in accordance with the Act chaired by a senior woman executive. The Committee has not received any complaints during the financial year 2022-23.

63. CSL has a woman Welfare Officer specifically to promote women empowerment activities and to formulate and implement welfare measures according to the needs of women employees of the Company. The talents of the women workforce were showcased as part of celebration of the International Women''s Day in CSL on March 08, 2023. CSL has commemorated the 9th anniversary of POSH Act on December 09, 2022 by organizing a session on POSH Act. Further, an in-house awareness session on Prevention of Sexual Harassment of Women at Workplace was conducted by AGM (Legal), CSL on July 16, 2022 and the same was attended by 21 women employees belonging to Executives and Supervisors category

Integrated Management System (IMS)

64. Cochin Shipyard maintained its Integrated Management System (IMS) under the ISO 9001:2015 Quality Management System, ISO 14001:2015 Environmental Management System and ISO 45001:2018 Health and Safety Management System standards. It is proposed to implement quality management systems in all the ancillary units of CSL in the forthcoming years.

Facility Upgrade and Capital Expenditure

65. The total capital expenditure incurred in 2022-23 amounted to ?385.97 Crores. This related to modernization and expansion, renewals and replacements, new dry dock, ISRF CMSRU, CKSRU, CANSRU, subsidiaries etc.

Implementation of Official Language Policy

66. In pursuance of sub rule (4) of rule 10 of the Official Language (Use for the Official Purposes of the Union) Rules,

1976, Government of India have notified, in the Gazette of India, that 80% of ministerial staff of the Company have acquired working knowledge/ proficiency in Hindi.

67. In connection with the Golden Jubilee celebrations and World Hindi Day and also as part of its commitment towards the progress of Official Language Hindi, Cochin Shipyard organized a full day Official Language Seminar on January 11, 2023 at CSL, Kochi involving all participating Banks, Central Government offices and Public Sector Undertakings of the Town Official Language Implementation Committees of Ernakulam District. The seminar was mainly organized in two sessions; one was on "Official Language Hindi -Standardization, Practical aspects of translation" and the second part of the session was based on the topic "New Trends in Technology, in the perspective of Hindi". More than 100 participants from all the three Town Official Language Implementation Committees of Ernakulam District actively participated in the seminar.

68. As per the instructions from the Government of India, Mathrubhasha Ka Amruthotsav was conducted on February 21, 2023 with wide participation from the employees. Various competitions were held for the employees to perform in their respective mother language. The winners were identified through a ballot poll held during the program.

69. As a special step to help students to understand the importance and prominence of Official Language Hindi in offices, an internship program in Official Language Hindi has started in CSL during the month of December, 2022. So far, 2 students from CUSAT, Kalamassery and 7 students from Dakshina Bharat Hindi Prachar Sabha, Ernakulam have successfully completed the 15 days internship program in Official Language Hindi.

70. In connection with Joint Hindi Fortnight Celebrations, Kochi TOLIC organized a two-day Career Development Programme for the students of Sri Sankaracharya Sanskrit Vishwavidyalaya, Kalady. In this regard, on February 24, 2023 Smt. Lija G S, Assistant Administrative Officer (Hindi) handled a session on Official Hindi, Noting & Drafting etc. More than 50 students were benefited from this programme.

71. Various competitions in Hindi were organized in connection with Hindi fortnight celebrations 2022 for employees, trainees and employees on contract of CSL in online and offline mode. Quiz, Calligraphy, What picture says, Passage reading, Administrative Terminology, Hindi typing, Memory test, Hindi film songs (separate for Male and Female), Essay writing and Hindi poem writing was organized in this regard. Further, 14th issue of Hindi house journal, ''Sagar Ratna'' was released on the valedictory function of Hindi fortnight celebrations.

72. As a special programme in connection with Hindi fortnight celebrations, patriotic song competition was organized for the students of State Government Schools in Ernakulam district and various competitions for the children and spouses of employees.

73. Training classes in Spoken Hindi commenced from June 15, 2022 onwards for two months for the Employees of CSL. A total of 35 employees actively participated in the training sessions.

74. For the propagation of Official Language Hindi among students, an Official Language awareness programme was organized for the Post Graduate students of Hindi Department in CUSAT. This program was beneficial for the 20 students who actively participated in this program.

75. An Official Language Management programme was organized for the Senior Managers and Managers in order to create an awareness regarding the Official Language among senior level officers. The main aspects related to the role and responsibilities of Senior Officers in the field of Official Language implementation were discussed. 30 officers ensured their successful participation.

76. As a social commitment, to attract more students towards Hindi Language, CSL started to contribute Hindi books in Govt. Schools. Hindi books for an amount of ?5,000/- were contributed to St. Mary''s High School, Kandanad and VHSS, Irimpanam during the month of April, 2022.

77. Four Hindi Workshops and four Official Language Implementation Committee meetings (OLIC) were conducted during the year.

78. During the academic year 2022-23, cash incentives for children of employees for obtaining high marks in Hindi in 10th standard were awarded to 29 children. 64 employees were also awarded cash incentives for the Implementation of Hindi language.

Particulars of Employees and Related Disclosures

79. In accordance with Ministry of Corporate Affairs notification no. G.S.R. 463(E) dated June 05, 2015, government companies are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

80. Details are placed at Annexure I. The Company''s major initiative in the conservation of energy was installation of solar panels on the rooftop of various buildings of CSL. The

programme commenced in the year 2013-14. As of March 31, 2023, solar power plant having capacity of 1622 kWp has been commissioned in CSL. Further, during the financial year 2022-23, CSL commissioned 600KVA, 750 Amps state-of-the-art energy efficient static frequency converter. With this addition, CSL can now provide pure sine wave power to all its docks and quays. This along with CSL''s 1.6MWp PV solar power enables CSL to supply clean energy to 60 Hz category ships.

Risk Management

81. CSL has constituted a Board level Risk Management Committee (RMC) in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for an

overall review of the corporate risks. CSL has adopted a comprehensive Risk Management Policy at the 214th meeting of the Board of Directors held on September 16, 2014. The Company''s risk management policy aims to put in place a comprehensive risk management system consisting of a defined process of risk management and methodology of identification, assessment, response, monitoring and reporting of risks. The policy provides the management and Board of Directors an assurance that key risks are being properly identified and effectively managed.

82. As per the policy, CSL Board at the helm will review the risk management system in CSL. The Board shall discharge its responsibility of risk oversight by ensuring the review at periodical intervals. The CSL management comprising of CSL Board level and below Board level executives has been entrusted with the implementation of the risk management process. In this respect, the Company has

functional Risk Management Committees and Board Level Risk Management Committees to implement the policy in CSL. The Risk Management Committees and the Board of Directors periodically review the risk management process and policy. The Yard''s product mix comprising of defense and commercial shipbuilding and ship repair gives the Company a natural hedge against market risk.

Health, Safety & Environment (HSE)

83. Cochin Shipyard Limited is fully committed to maintaining high HSE standards and ensuring the safety and wellbeing of our employees, customers and stakeholders. Our HSE management system is designed to identify and manage potential hazards and risks and to continuously improve our performance in this area. We believe that a safe and healthy work environment is essential for the well-being of our stakeholders.

84. CSL is pleased to report that Organisational HSE Index percentage has increased by 35% compared to the previous year 2021. This is a clear indication of our focus on HSE and the effectiveness of our HSE governance system in reducing incidents and accidents. This index is giving more thrust on proactive areas rather than reactive areas. This Departmental level HSE Index is benchmarking their HSE performance for demonstrating their commitment at the functional levels.

85. CSL employees are equipped with the necessary skills and knowledge to manage HSE risks and to ensure compliance with relevant laws and regulations. We invest in regular HSE training and competency assessments to ensure our employees have the required skills to perform their duties safely. Our employees are our most valuable asset, and we recognize the importance of providing them with the necessary HSE competencies. We have implemented various training and development programs to enhance their HSE knowledge and skills. Our HSE competency has been identified and updated to ensure that our employees are equipped with the latest HSE practices and regulations.

86. We are proud to have received several HSE awards during the year, recognizing our outstanding performance in this area. These awards are a testament to our dedication and commitment to maintaining high HSE standards. The following are the awards.

(i) Safety Award, Factories & Boilers Dept., Government of Kerala under very large factories above 500 workers in Engineering industry category.

(ii) Safety Awards won by Team CSL at National Safety Council - Kerala Chapter

(a) Sreshta Suraksha Puraskar - for Outstanding Safety Performance (1st prize);

(b) Best Safety Committee - 1st prize; and

(c) Table top Mock Drill - 2nd prize.

87. Our frequency rate of HSE incidents has a decreasing trend. This is a reflection of our proactive approach to managing HSE risks and our commitment to continuous improvement. We closely monitor our frequency rate, which is an important indicator of our HSE performance. We believe that this is a result of our proactive approach towards identifying and mitigating potential hazards and risks.

88. CSL evaluates its subcontractors based on their HSE performance and require them to adhere to our HSE policies and standards. We work closely with our subcontractors to ensure they have the necessary resources and training to perform their work safely. We monitor their HSE performance and provide feedback to help them improve. We recognize the importance of our subcontractors'' HSE performance and have implemented a robust evaluation process to ensure that they meet our HSE standards and regulations.

89. CSL is fully committed to maintaining high HSE standards and ensuring the safety and wellbeing of our employees, customers and stakeholders. We are pleased with our HSE performance during the year and are continuously striving to improve. We will continue to invest in our HSE management system and promote a strong HSE culture across our organization. We remain committed to maintaining a safe and healthy work environment and continuously improving our HSE performance. We believe that our efforts towards HSE not only benefit our employees but also our customers, communities and the environment.

Industrial Security

90. Cochin Shipyard Limited is a vital organisation with national importance and is classified as special security zone by both State and Central Government and the security of the Establishment has got national importance. The primary security of the Establishment is entrusted with Central Industrial Security Force (CISF) unit comprising of 161 CISF personnel under the command of Dy. Commandant, CISF. Overall security of the Company continued to be robust without causing any serious security concern during the year. All security systems and measures introduced and installed in the Company are of international standards. Periodic joint survey was conducted by the Company along with CISF. Twenty-four hours waterfront patrolling with armed personnel and wireless surveillance (CCTV) system covering all critical locations and installations are in place. The periodic mock drill exercises are conducted in coordination with Intelligence Bureau, State Police, State Fire Department, Bomb Squad and Navy to assess the readiness of CISF force to counter any security threat, security breach, crisis or calamities.

91. CISF is carrying out their security surveillance and duties with security gadgets which includes biometric access control system, X-ray baggage scanner, door frame metal detectors, hand held metal detectors, breath analysers, vehicle patrolling, boat patrolling and foot patrolling etc. The upgradation of security gadgets is being taken up as per the technical survey of CISF to bring modern security gadgets to enhance the existing security system and facilitate the CISF a foolproof frisking mechanism at all gates.

92. Special security attention is being accorded to the Indigenous Aircraft Carrier (IAC) ''INS Vikrant'' with an

exclusive security arrangement provided apart from the overall security arrangement of the Establishment.

93. The security strength and requirements of additional security enhancements are periodically monitored by the Head Quarters of CISF through technical resurvey for security gadgets and resurvey for manpower augmentations. The strength of CISF is being augmented to 226 in a phased manner as per the resurvey.

94. The additional security gadgets including CCTV surveillance, biometric access system, DDS, boat patrolling etc., have also been arranged for safeguarding and avoiding any imminent threat for the ship. In order to enhance the security, additional Patrol Boat is being positioned.

95. The entry to the Yard is effectively controlled via access control systems including biometric embedded turnstile gates, X-ray baggage machines, DFMD etc. A full-fledged visitor''s facilitation center is operated for scrutiny and verification of the credentials of the visitors to the Company. X-ray baggage scanning systems have been installed at the Main entry gate and contractors'' workmen entry gate of the Company. All the entry passes issued are photo-based entry passes.

96. The work on integrated security system through Bharat Electronics Limited (BEL), Bangalore is currently in progress. The major equipments pertaining to the system has been received at CSL. The installation and testing of ESPF system have been completed. The laying of cables for installation of cameras is currently in progress. As part of the proposed integrated security system, a GPS based tracking tag for the visitors and RFID tagged pass system are also being implemented, thus to keep track of the movements of the visitors within the Yard.

97. The monitoring of visitors, materials and vehicles movement in the Company are done through an integrated ERP module of visitors'' management system which ensures effective and vigilant monitoring of materials movement into and out of the Company. Additionally, the Yard has proposed for implementation of Aadhaar verification of all visitors and contractors'' workmen before issue of entry pass. The project is being implemented in association with CDAC - Mumbai. The procedure for implementation of the project is under final approval from Ministry of Ports, Shipping and Waterways, Government of India.

98. CSL has also engaged DGR sponsored ex-servicemen security agency for supplementing existing forces mainly catering to external properties of CSL and also internal specific locations, comprising of 77 personnel.

Awards and Recognitions

99. During the financial year 2022-23 CSL received the following awards:

(a) ''Excellence in Indigenisation Award'' at the Aerospace and Defence Awards 2022;

(b) KSPC-FACT MKK Nayar Memorial Productivity Awards 2020-21 for Best Productivity Performance Award in Industry Category I;

(c) First Prize for the implementation of Official Language from Kochi Town Official Language Implementation Committee (TOLIC) among the companies having less than 200 administrative employees;

(d) Second Prize for the Hindi Home Magazine ''Sagar Ratn'' from Kochi TOLIC (PSUs);

(e) ''Sreshta Suraksha Puraskar'' for Outstanding Safety Performance (1st Prize) of National Safety Council, Kerala Chapter;

(f) Safety awards of Kerala Chapter of National Safety Council, for ''best performing safety committee'';

(g) Second prize for ''tabletop mockdrill competition of National Safety Council''; and

(h) Kerala State Industrial Safety Award 2022 for ''outstanding performance in industrial safety & health, from Department of Factories & Boilers, Government of Kerala.

Board of Directors & Key Managerial Personnel

100. As on March 31, 2023 the Board of CSL comprises of 12

directors consisting of a Chairman & Managing Director,

3 Whole Time Directors, 2 Part-time official (Nominee) Directors, one each from Government of India and Government of Kerala and 6 Non-official (Independent) Directors.

101. The Ministry of Ports, Shipping and Waterways (MoPSW), Government of India (GoI) vide letter F. No. SY-11012/1/2020-CSL dated July 21, 2022 appointed Shri Sreejith K Narayanan, former Chief General Manager (Ship Repair) as the Director (Operations) of the Company.

102. The MoPSW, GoI vide letter no. SY-11012/1/2017-CSL dated July 28, 2022, appointed Shri Vikram Singh, the then Joint Secretary (Shipping, PHRD & Chief Vigilance Officer), MoPSW, GoI, as Part-time official (Nominee) Director of CSL in place of Shri Sanjay Bandopadhyaya IAS. Subsequently, MoPSW, GoI vide letter no. SY-11012/1/2017-CSL dated November 21, 2022, appointed Shri Rajesh Kumar Sinha IAS, Additional Secretary, MoPSW, GoI, as Part-time official (Nominee) Director of CSL in place of Shri Vikram Singh.

103. Further MoPSW, GoI vide letter no. SY-11012/1/2017-CSL dated January 02, 2023, appointed Shri Biju Prabhakar IAS, Secretary, Transport Department, Government of Kerala, as Part-time official (Nominee) Director of CSL in place of Shri Jyothilal K R IAS.

104. Details of changes in Key Managerial Personnel during the financial year 2022-23 are given below:
Sl. Name No.	DIN	Designation	Date of Appointment	Date of Cessation	Remarks
1. Shri Madhu Sankunny Nair	07376798	Chairman & Managing Director	January 01,2016	Continuing	No Change
2. Shri Bejoy Bhasker(1)	08103825	Director (Technical)	April 05, 2018	Continuing	No Change
3. Shri Jose V J(2)	08444440	Director (Finance)	August 01,2019	Continuing	No Change
		Chief Financial Officer	August 13, 2019
4. Shri Sreejith K Narayanan	09543968	Director (Operations)	July 21, 2022	Continuing	Appointment
5. Shri Syamkamal N	N.A.	Company Secretary & Compliance Officer	February 01, 2020	Continuing	No Change

¹¹¹ The Ministry of Ports, Shipping and Waterways, Government of India, vide letter no. SY-1 1012/1/2022-CSL dated February 15, 2023 extended the tenure of Shri Bejoy Bhasker (DIN: 08103825), as Director (Technical) for a further period from April 05, 2023 till the date of his superannuation i.e., May 31,2025, or until further orders, whichever is earlier.

^|2) Shri Jose V J, whose office as Director was liable to retire by rotation and being eligible was reappointed as the Director of the Company at the 50th Annual General Meeting (AGM) of the Company held on September 29, 2022.

Declaration and Meeting of Independent Directors

105. 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. A separate meeting of Independent Directors was held during the financial year on March 26, 2023 which was attended by all the Independent Directors of the Company.

Details of Board Meetings held during 2022-23

106.Six Board Meetings were held during the year 2022-23 and the gap between two meetings did not exceed the statutory period. The dates on which the Board Meetings were held along with the attendance of Directors therein, are as follows:

Sl. No.	Date	Board Strength	No. of Directors present
1	May 20, 2022	11	11
2	July 18, 2022	11	11
3	August 10, 2022	12	12
4	October 14, 2022	12	10
5	November 10, 2022	12	10
6	February 10, 2023	12	12

107. For more details with respect to the Directors, Board and Committee meetings held during the year and attendance of these meetings, refer Corporate Governance Report which forms part of Directors'' Report.

Remuneration Policy/ Evaluation of Board''s Performance

108. Cochin Shipyard is a Government of India company under the Ministry of Ports, Shipping and Waterways. Presently, the Directors of the Company are presidential appointees and their remuneration is fixed in accordance with the DPE guidelines. Accordingly, Article 21(a) of the Articles of Association of CSL states that, President 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. The Independent Directors evaluated the performance of the Board as a whole in a separate meeting of Independent Directors held on March 26, 2023.

Report of the Nomination & Remuneration Committee on Company''s Policy on Directors'' Remuneration

109. Presently, the remuneration of Board level appointees is determined in accordance with DPE guidelines. CSL at its 228th Board meeting held on December 14, 2016 adopted the Nomination and Remuneration Policy in compliance with the provisions of Section 178 of the Companies Act, 2013. CSL in its 241st Board meeting held on May 24, 2018

and further in its 245th Board meeting held on October 31, 2018 amended the Policy. The Policy is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/68

Directors Responsibility Statement

110. Your Directors state that:

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

(b) the Directors have 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 the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ''going concern'' basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and arrangements with related parties

111. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material. Your Directors draw attention of the members to Note 51 to the standalone financial statements which set out related party disclosures as per Indian Accounting Standard (Ind AS) 24. Further, Form AOC-2 has been placed at Annexure II as required under Section 134(3)(h) of the Companies Act, 2013.

Corporate Social Responsibility & Sustainable Development Committee (CSR & SD Committee)

112. As on March 31, 2023, CSR & SD Committee comprises of Shri Nahar Singh Maheshwari (DIN: 09419082), Non-official (Independent) Director as Chairperson, Smt. Amrapaii Prashant Saive (DIN: 09415405), Non-official (Independent)

Director, Shri Bejoy Bhasker (DIN: 08103825), Director (Technical) and Shri Jose V J (DIN: 08444440), Director (Finance) as members.

113. The Corporate Social Responsibility and Sustainable Development (CSR & SD) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy can be accessed on the Company''s website at the link https://cochinshipyard.in/ csr/aboutus#parentVerticalTab3

114. Cochin Shipyard started CSR activities in the year 201011 based on the guidelines issued by the Department

of Public Enterprises (DPE) applicable to Government Companies. CSL has put in place an effective CSR Policy and implementation machinery. The CSR implementation machinery consists of three tier system; Tier I CSL Board, Tier II CSL Board Level CSR Committee consisting of four members of the Board, chaired by an Independent Director and Tier III CSL CSR Executive Committee consisting of senior level executives across various departments of the Company.

115. During the year 2022-23, the Company could engage in meaningful CSR initiatives that received appreciation both within Kerala and also nationally.

116. The Company has spent ?17.25 Crores against the target mandatory CSR spending of ?16.06 Crores (after adjusting the excess spent during the financial year 2021-22) for the financial year 2022-23. "Health & Nutrition" has been adopted as common theme for undertaking CSR activities by CSL for the year 2022-23.

117. The Annual Report on CSR activities is placed at Annexure III.

Audit Committee

118. As on March 31,2023, the Audit Committee of CSL comprises of Shri Prithiviraj Harichandan (DIN: 01351097), Non-official (Independent) Director as Chairperson, Shri Ashok Sharma (DIN: 09414565), Non-official (Independent) Director and Shri Abhijit Biswas (DIN: 09419083), Non-official (Independent) Director as members. All recommendations of the Audit Committee were accepted by the Board of

Directors. Particulars regarding the Audit Committee are provided under the section ''Board Committees'' in the Report on Corporate Governance.

Corporate Governance

119. The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. The Company complies with the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and also the Guidelines on Corporate Governance issued by the Department of Public Enterprises. The Company submits its progress reports on corporate governance within 15 days from the close of each quarter to the Administrative Ministry viz., Ministry of Ports, Shipping and Waterways as recommended by the DPE in this regard. The Report on Corporate Governance forms part of the Directors'' Report.

Management Discussion and Analysis

120. A separate section ''Management Discussion and Analysis Report'' has been included in the Annual Report and the

same forms part of the Directors'' Report.

Internal Financial Controls

121. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year 2021-22, the Company had engaged M/s. Varma & Varma, Chartered Accountants for reviewing and installing adequate Internal Financial Controls and to ensure proper and adequate systems for compliance with the provisions of all applicable laws. Such controls were tested and no reportable material weakness in the design or operation was observed. There is no major variation in the control environment during the financial year 2022-23.

122.In order to provide for functional autonomy, the Company has a system wherein financial powers of the Board of Directors are delegated to the CMD. These powers are further sub-delegated to officers at various levels for smooth and efficient day to day functioning. An independent internal audit mechanism is in place for conducting extensive audit of various operational and financial matters. Compliance Audits are also being carried out by C&AG on an yearly basis.

123.During the year 2022-23, the Board of Directors/ Audit Committee examined internal/ statutory audit observations and provided guidance based on the same. The scope of the internal audit also included the review as to whether the

[aid down internal controls are followed and assessment as to whether such internal controls are adequate and are operating effectively.

124. The Board of Directors/ Audit Committee also looked into the internal control system, Company procedures and internal audit performance and reports. The Company has implemented an integrated ERP System (SAP) since July 2014 and upgraded the same to the latest version S/4HANA from April 2022, which is enabling better management control.

Statutory Auditors

125. M/s. Anand & Ponnappan (Firm Registration No. 000111S), Chartered Accountants, Kochi were appointed as the Statutory Auditors of the Company by the Comptroller & Auditor General of India for the year 2022-23. The shareholders have delegated the power to fix the remuneration of Statutory Auditors to the Board and accordingly, the same has been fixed by the Board.

Auditors Report

126. M/s. Anand & Ponnappan, Statutory Auditors have submitted their report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, on May 19, 2023. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

Comments of C&AG

127. The comments of the Comptroller and Auditor General of India under Section 143(6)(b) of the Companies Act, 2013 forms part of the Annual Report.

Cost Auditors

128. The Company maintains cost records with respect to its shipbuilding activities as required under Section 148(1) of the Companies Act, 2013. The Board has appointed M/s. BBS & Associates (Firm Registration No. 00273), Cost Accountants, Kochi, as the Cost Auditors for conducting the audit of cost records of the Company for the financial year 2022-23. The remuneration of Cost Auditor for the financial year 2022-23 was ratified by the shareholders at the 50th AGM held on September 29, 2022.

Secretarial Auditor

129. The Board has appointed M/s. Mehta & Mehta, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is placed at Annexure IV. There is no qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report.

Internal Auditor

130. The Board has appointed M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Kochi, to conduct Internal Audit for the financial year 2022-23.

Annual Return

131. The annual return of the Company as required under Section 92(3) of the Companies Act, 2013 is available in the website of the Company at https://cochinshipyard.in/ investor/investor titles/55

Investor Services

132. The shares of the Company are listed in BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). CSL has paid listing fees to BSE and NSE on time. Link Intime India Private Limited are the Registrar & Transfer Agents in respect of these equity shares. The tax free bonds issued by the Company in 2013-14 are fully dematerialized with both the depositories, NSDL and CDSL. These bonds are listed on Wholesale Debt Market ("WDM") segment of BSE. During the year India Ratings and Research (Ind-Ra) upgraded the ratings of CSL instruments to IND AAA/ Stable from IND AA / Positive. Care Ratings reaffirmed its rating of CARE AAA/ Stable. CSL has paid the listing fees to BSE on time in respect of these bonds. Link Intime India Private Limited is the Registrar & Transfer Agents and SBICAP Trustee Company Limited is the Debenture Trustees in respect of these bonds.

Vigilance

133. The Vigilance Department of Cochin Shipyard Limited performs various activities with regard to preventive and pro-active vigilance, undertakes investigation in cases related to punitive vigilance and conducts surveillance and detection initiatives. Vigilance department strives to ensure transparency, equity and competitiveness in all procurement. Important Central Vigilance Commission

(CVC) guidelines are discussed with Heads of Departments for its strict compliance. Emphasis was given to vigilance sensitization among the officers and supervisors for preventive vigilance.

134. Vigilance Department of Cochin Shipyard Limited is headed by full-time Chief Vigilance Officer, Smt. S. Uma Venkatesan IRS. The Department also includes two officers of CSL and two supporting staff. Vigilance wing were also set up at the wholly owned subsidiaries of CSL viz., Hooghly Cochin Shipyard Limited (HCSL) and Udupi Cochin Shipyard Limited (UCSL).

135. Various systemic improvements recommended by the Vigilance department were implemented by the management during the year. Chief Technical Examiner, CVC type inspections were carried out on select major works/ procurements in Civil department, Ship Building and Ship Repair divisions and reports sent to Chief Technical Examiner, CVC. Various contracts and audit reports were monitored during the year. Vigilance department has also conducted surprise/ periodic inspections in various areas of operations and suggested corrective actions wherever necessary. All reports to the CVC are submitted in time and no reference is pending with CVC. Vigilance sensitization programmes as part of Vigilance Awareness Week was conducted in a felicitous manner during October - November 2022.

Right to Information Act

136.In order to promote transparency and accountability, your Company has implemented the provisions of the Right to Information (RTI) Act, 2005 in its true letter and spirit and an appropriate mechanism has been set up in the Company with a dedicated centralised RTI Cell to provide information to the citizens under the provisions of this Act. All the RTI requests and the appeals received both online and offline during the year 2022-23 have been processed and information was provided in a time bound manner as stipulated in the Act.

137. There have been no instances of non-compliance by the Company. No penalties or strictures were imposed on the Company by any statutory authority during the last three years with respect to RTI.

Vigil Mechanism

138. The Cochin Shipyard Vigil Mechanism and Whistle Blower Policy of CSL adopted by the Board of Directors at their 228th Meeting held on December 14, 2016 was

functioning as the Vigil Mechanism of CSL. Further, in line with the guidelines on Corporate Governance for Central Public Sector Enterprises issued by the Department of Public Enterprises, CSL had adopted Fraud Prevention and Detection Policy at the 214th Board Meeting held on September 16, 2014. Since the larger objective of both policies was similar, CSL adopted a combined policy viz., Whistle Blower and Fraud Prevention Policy at the 252nd Board Meeting held on November 12, 2019. The Whistle Blower and Fraud Prevention Policy of CSL is available at the link https://cochinshipyard.in/investor/investor titles/68

Details of frauds reported by Auditors under Section 143

139. Nil.

Particulars of loans, guarantees or investments

140. During the year under Report, the Company has not

a) given any loan to any person or other body corporate, except as given below:

Name of the Company	Description of loan	Amount (? Crores)	Remarks
Hooghly Cochin	6.5% unsecured	6.50	Loan was
Shipyard Limited	loan for a tenure		repaid
	of three months.		during FY 2023 itself.

b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

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, except as stated below:

Name of the Company	Description of Investment	Amount (? Crores)
Hooghly Cochin Shipyard	Equity Shares by	46.00
Limited	way of Rights Issue
Udupi Cochin Shipyard	Equity Shares by	25.00
Limited (Formerly Tebma Shipyards Limited)	way of Rights Issue

Material changes and commitments

141.No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year of the Company and the date of this Report.

Details of change in nature of business

142. There has been no change in the nature of business of the Company during the year under report.

Deposits

143. Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

Secretarial Standards

144. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Significant and Material orders

145. No significant and material orders were passed by the regulators or any courts or tribunals impacting the going concern status of the Company and affecting its operations.

Business Responsibility and Sustainability Report

146. 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 top 1000 listed entities based on market capitalization. The Company has provided BRSR in the prescribed format which forms part of the Annual Report. BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the Members to have an insight into environmental, social and governance initiatives of the Company.

Acknowledgement

147.The Board of Directors are extremely thankful for the continued patronage and support extended by the Hon''ble Union Minister for Ports, Shipping and Waterways and all officialsof the Ministry ofPorts, Shipping and Waterways. The Board would also like to express their grateful appreciation for the support and co-operation from various offices of the Government of India, Government of Kerala, Government of West Bengal, Government of Karnataka, Government of Maharashtra, Andaman and Nicobar Administration, various local bodies, the Comptroller & Auditor General of India, Statutory Auditors, Secretarial Auditors, Cost Auditors, Internal Auditors, Suppliers, Sub-contractors, Company''s Bankers and our valued customers. The Board also places on record its appreciation for the contribution and support extended by all employees of Cochin Shipyard Limited and its subsidiaries. Your Directors express their appreciation and gratitude to all the shareholders/ investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board of Directors

Madhu Sankunny Nair

Kochi Chairman & Managing Director

May 19, 2023 DIN: 07376798

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Mar 31, 2022

Dividend

4. As per Office Memorandum F.No.5/2/2016-Policy dated

May 27, 2016 issued by Department of Investment and Public Asset Management (DIPAM), every CPSE have to pay a minimum annual dividend of 30% of PAT or 5% of the net-worth, whichever is higher. Accordingly, your Directors are

1. Your Directors have immense pleasure in presenting the 50th Annual Report of your Company along with the audited financial statements for the year ended March 31, 2022.

Financial Performance

2. Your Company posted yet another year of impressive performance despite various constraints due to COVID-19 pandemic and when the shipbuilding market scenario remaining lackluster. Diversified operational segments and product profile helped the Company to achieve a turnover of H3,190.00 Crores for the year as compared to H2,818.90 Crores in the year 2020-21. The profit before tax is H794.39 Crores for the year as against H810.59 Crores in the previous year. The net profit is H586.57 Crores as compared to H610.10 Crores for the previous year.

3. The authorised share capital of the Company is H2,50,00,00,000/- divided into 25,00,00,000 equity shares of face value of H10/- each. The paid up share capital of the Company is H1,31,54,03,900/- divided into 13,15,40,390 equity shares of face value of H10/- each.

Financial Highlights			(H Crores)
Sl. No.	Particulars	2021-22	2020-21
(i)	Gross Income	3456.42	3012.76
(ii)	Profit before finance cost, depreciation & tax	896.92	914.13
(iii)	Finance costs	46.48	50.47
(iv)	Depreciation & write off	56.05	53.07
(v)	Profit Before Tax	794.39	810.59
(vi)	Tax Expense	207.82	200.49
(vii)	Net profit	586.57	610.10

pleased to recommend a final dividend of H3.75/- per share on the 13,15,40,390 fully paid equity shares of H10/- each. Earlier, interim dividends of H6/- and H7/-, aggregating H13/- per equity share had been paid to the shareholders during 2021-22. Thus, the total dividend for the year 2021-22 is H16.75/- per equity share (167.50%), amounting to H220.33 Crores. No unclaimed dividend (previous years'') is due to be transferred to the Investor Education and Protection Fund (IEPF).

Dividend Distribution Policy

5. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 the top 1000 listed entities shall formulate a dividend distribution policy. Accordingly, dividend distribution policy has been adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining the profit into the business. The policy is available on the website of the Company at the link https://cochinshipyard.in/investor/investor_titles/68

Transfer to Reserves

6. No amount has been transferred to Reserves for the financial year 2021-22. As per the amendment made to the Companies (Share Capital and Debentures) Rules, 2014 notified vide Notification No. G.S.R. 574(E) by the Ministry of Corporate Affairs, the Company is not required to create Debenture Redemption Reserve in respect of the bonds issued by it. As on March 31, 2022, the Company has Reserves and Surplus amounting to H4,227.64 Crores which reflects the inherent financial strength of the Company.

Contribution to Exchequer

7. The total contribution made during the year by way of income tax, customs duty, GST, service tax, KGST/KVAT and dividend was around H458.89 Crores.

Shipbuilding

8. The Company achieved a total shipbuilding income of H2,511.48 Crores during 2021-22 as against H2,405.59 Crores in 2020-21. During the year 2021-22, CSL delivered four nos.

of 8000 T Cargo Vessels built for JSW Shipping & Logistics Private Limited which opened up a new vertical in the coastal/ short sea shipping segment for the Company. CSL also delivered one no. of Technology Demonstration Vessel, INS Anvesh, built for Defence Research and Development Organisation (DRDO) which is a unique platform to be used to test various innovative products being developed by DRDO labs. In addition to above, CSL has also designed and delivered the first Hybrid Electric Aluminium Catamaran Hull Vessel for the Kochi Water Metro Project thus creating a revolutionary sustainable urban mobility water transportation solution. Furthermore, CSL has also successfully delivered six nos. of Floating Border Out-Post (FBOPs) Vessels out of nine FBOPs being built for the Ministry of Home Affairs. Further, the construction of five nos. of Anti-Submarine Warfare Shallow Watercraft for Indian Navy, three nos. of Floating Border Out-Post (FBOP) Vessels for the Ministry of Home Affairs and balance 22 nos. of Hybrid Electric Aluminium Catamaran Hull Vessels for Kochi Water Metro Project are progressing. During the financial year 2021-22, the Company delivered a total of twelve vessels under defence as well as commercial segment.

9. The Yard has also completed major milestones on various projects such as:

a. Keel laying of eight Hybrid Electric Aluminium Catamaran Hull Vessels and launching of three such Vessels for Kochi Water Metro Project;

b. Launching of three FBOPs for the Ministry of Home Affairs;

c. Launching of two Autonomous Electric Vessels for ASKO Maritime AS, Norway; and

d. Steel cutting and commencement of fabrication of three Anti-Submarine Warfare Shallow Water Crafts for the Indian Navy.

10. CSL achieved these milestones in spite of the COVID-19 pandemic challenging conditions by putting extra efforts amidst various uncertainties.

11. Further, the prestigious Indigenous Aircraft Carrier (IAC) project is in its final trials phase. The maiden sea trial of the Vessel was conducted in August 2021 during which the Vessel''s propulsion plants were put to rigorous testing at sea. In addition to this, the trials of various navigation, communication and hull equipment were also undertaken during the first sea sortie. The successful conduct of the maiden trials is considered as a landmark achievement for the Yard as the same was also achieved during the most challenging times of COVID-19.

12. Subsequent to the first sea trials, the vessel proceeded for the second sea trials in October - November 2021 and thereafter for the third sea trials in January 2022. During these sea sorties, the trials conducted included extensive propulsion (full power) trials, endurance & sustenance checks, sea acceptance trials of navigation & communication equipment, HVAC trials and also Vessel''s maneuvering trials.

13. The project by virtue of its national importance has also garnered attention from the highest levels of the country with visits from the Hon''ble President of India and the Hon''ble Vice President of India in December 2021 and January 2022, respectively. The Hon''ble Minister for Ports, Shipping & Waterways had also visited the ship along with the Chief of Naval Staff during the second sea trials.

14. The works on the aviation facility complex are progressing satisfactorily and the vessel is being readied for handing over to the Indian Navy. The vessel is targeted to be commissioned into the services of the Indian Navy by August 2022.

15. Further, CSL foresees good opportunity in the European short sea shipping segment and is strongly engaged in this segment. Recently, CSL secured orders from HS Service GMBH & Co. KG, Germany for building eight nos. of HS Eco Freighter 7000 DWT Vessels.

Ship Repair

16. During the year, the Company achieved a total ship repair income of H678.52 Crores as compared to H413.30 Crores during the year 2020-21. Major Vessels repaired during the year in the main Yard at Kochi include INS Deepak, INS Tir, INS Nireekshak, INS Sunayna, INS Investigator, GTV Samudra Sarvekshak, INS Sagardhwani, ICGS Sarathi and ORV Sagar Nidhi. Major vessels repaired during the year in CSL Mumbai Ship Repair Unit (CMSRU) include DSV Samudra Prabha, MDL Y12705, ICGS Samudra Paheredar & MSV Samudra Sevak. Major vessels repaired during the year in CSL Kolkata Ship Repair Unit (CKSRU) include Dredge XV, M V Sentinel etc. Further, the Company commenced the ship repair activities at Marine Dockyard, Port Blair in November 2021 by undertaking emergency repair of MV Sindhu, followed by drydock repair of MV Raihans.

Shipbuilding Order Book Position

17. During the year 2021-22, CSL had been successful in securing against intense competition, shipbuilding orders for 8 nos. of HS Eco Freighter 7000 DWT Vessels for HS

Service GMBH & Co. KG, Germany and also successfully signed contract for construction of 01 no. of Trailer Suction

Hopper Dredger for Dredging Corporation of India (DCI).

The order book position as on March 31, 2022 is as follows:

Vessel Type	Nos.
Order book - Projects being executed
Indigenous Aircraft Carrier for the Indian Navy	01
500 Passenger cum 150 MT cargo vessel for A & N Administration	01
1200 passenger cum 1000 MT cargo vessel for A & N Administration	02
Floating Border Out-Post vessel for Ministry of Home Affairs	03
Anti-Submarine Warfare Shallow Water Craft for Indian Navy	08
Hybrid Electric Aluminium Catamaran Hull vessel for KMRL	22
Autonomous Electric vessel for ASKO Maritime AS, Norway Order book - New Projects received in the year 2021-22	02
HS Eco Freighter 7000 DWT vessel for HS Service GMBH & Co. KG, Germany	08
Trailer Suction Hopper Dredger for Dredging Corporation of India (DCI)	01

CSL Strategic & Advanced Solutions (C-SAS)

18. In order to tap new revenue generation streams beyond the current Shipbuilding & Ship Repair portfolios, a dedicated division named CSL Strategic & Advanced Solutions (C-SAS) has been formed to enable the Company to venture into the arena of strategic and knowledge driven future technologies in the maritime sector. C-SAS has been actively engaged in identifying and developing sustainable and future oriented business models. Keeping pace with the Global Maritime Green Transitions, the Company is in the process of developing and building India''s first indigenous Hydrogen Fuelled Electric Vessels, a pilot project part funded by the Ministry of Ports, Shipping and Waterways (MoPSW). The pilot project is based on development of a Low Temperature Proton Exchange Membrane Technology (LT-PEM) - also called Fuel Cell Electric Vessel (FCEV) and the C-SAS division is in charge of the technological part of design, development and construction of the Vessel. The move is part of India''s transformative efforts on the innovative and new technology front with respect to green energy and sustainable cost-effective alternate fuel. The pilot project is being carried out in collaboration with Indian partners and the necessary action in this regard has already commenced.

19. Further, C-SAS has recently acquired an order through competitive bidding process from the DRDO for the Development Cum Production Partner (DcPP) with NSTL for High Endurance Autonomous Underwater Vehicle (HEAUV). This is expected to enable the Company in acquiring knowledge in autonomous underwater sector, a segment with good growth potential.

Expansion Projects

20. The status of major projects and initiatives are as follows:

i) International Ship Repair Facility (ISRF) at Cochin Port Premises

CSL continued to operate the dry-dock & existing facilities in the leased area (first phase) at Cochin Port premises. CSL completed repairs of twelve ships during the year 2021-22. The construction works of ISRF project, which commenced on November 17, 2017, was progressing till February 04, 2022. However, the construction contractor appointed for ISRF project, Simplex Infrastructures Limited, Kolkata has been facing severe financial crisis due to which construction activities at the project site was severely affected and eventually CSL had to terminate the contract on February 04, 2022. Physical progress of construction works reported till the termination of contract is 78%. CSL is presently in the process of appointing alternate contractors by retendering for completing the balance works within the minimum possible time. Meanwhile, CSL received all components pertaining to the transfer system supplied by M/s. IMG, Germany. For the shiplift system from M/s. Syncrolift AS Norway, CSL is in receipt of all components except the platform sections. The Indian Register of Shipping (third party inspection agency) had completed the pre-despatch inspection of 10 T crane ordered on M/s. CJSC SMM, Russia in mid February 2022 and the crane is expected to be delivered soon at CSL. 3 nos. of tower cranes for which order was placed on M/s. Liebherr, Germany are in the advanced stages of manufacturing.

Ten globally renowned firms in the maritime industry have already partnered with CSL for setting up their units in the Maritime Park in first phase. CSL expects to position Kochi as a major ship repair hub with major operations in the present ship repair dock coupled with increased capacities that would be available when the ISRF is commissioned.

ii) New Dry-dock Project

The New Dry-dock measuring 310 x 75/60 x 13m with 600T gantry crane will be located at the northern end of the existing premises of the Company. The new dock

will augment the Company''s shipbuilding and ship repair capacity essentially required to tap the market potential of building specialized and technologically advanced vessels such as LNG Carriers, Aircraft Carriers of higher capacity, jack up rigs, drill ships, large dredgers and repairing of offshore platforms and larger vessels. Construction activities commenced in June 2018 is progressing despite the setbacks due to COVID-19 pandemic. Ground improvement works, cofferdam works, dock wall sheet pile installation works has been completed. Further, around 85% of RCC piling have also been completed. Dock floor construction has commenced and crane track works, substation works, pumphouse works & caisson gate fabrication works are progressing. Physical progress of the project achieved as on March 31, 2022 is 60%. Contract for the supply & commissioning of 600T gantry crane was also issued and fabrication of crane commenced in August 2021 at South Korea.

iii) CSL-Mumbai Ship Repair Unit (CMSRU)

CMSRU has commenced Ship Repair Operations from January 18, 2019 at Mumbai Port and has successfully undertaken repairs to around 71 vessels till date.

During the financial year 2021-22, CMSRU has undertaken dry-dock and afloat repairs of 22 ships. The repair projects include ships of (1) Defence clients notably, Indian Navy''s stealth guided-missile destroyer Yard 12705 through MDL, dry-dock and afloat repairs to Indian Coast Guard vessel ICGS Paheredar (2) Commercial clients notably, offshore vessels like DSV, WSV, PSV of Shipping Corporation of India (SCI), THSD Dredge XVII of Dredging Corporation of India (DCI) and various ships of private owners like DSV of HAL Offshore Limited, OSV of Greatship India, RO-RO of Indigo Seaways Private Limited and DSV of Seamec Limited. CSL had also taken up repairs for a foreign client and successfully completed repairs to DSP NPP Nusantara for M/s. Miclyn Express Offshore, Singapore.

CMSRU also commissioned new machinery workshop and stores facility along with new CMSRU office space. Major infrastructure augmentation like positioning of cranes, floating dry-dock and caisson gate, are progressing. Manpower has also been augmented from a total of 24 to 81 during the financial year 2021-22.

iv) CSL-Kolkata Ship Repair Unit (CKSRU)

Despite the lockdown related restrictions and economic slowdown in connection with the second wave pandemic situation that gripped the whole nation, CKSRU managed to undertake major dry-dock repairs

of 5 vessels during the financial year 2021-22. CKSRU resumed operations, on June 17, 2021, subsequent to partial relaxation of lockdown restrictions by West Bengal Government, which was suspended from May 16, 2021, due to pandemic related lockdown. Dry-dock repairs of MV Sarojini, a survey vessel and Tug Tamralipta both owned and operated by Syama Prasad Mookerjee Port, Kolkata and emergency repair of DCI Dredge XIV were successfully completed during the financial year. As part of efforts to achieve its ambitious annual revenue target, CKSRU for the first time simultaneously dry-docked two vessels. Major dry-dock repairs of DCI Dredge XV and MV Sentinel in dry-docks NSDD1 & 2 respectively and afloat repair of MV Dering at 14 NSD berth are in progress and expected to be completed in Q1 of FY 2022-23. Firm stemming orders are awaited for dry-dock repair of Tug Svitzer Foxtrot (a repeat order from foreign fleet owner Svitzer Asia Pvt. Ltd.), Dredger Darya Manthan belonging to Adani Group, repair of NSD No. 1 box caisson from SMP and dry-dock repair of passenger vessels from A&N Administration.

Various capex projects have been undertaken to develop ship repair ecosystem and infrastructure at CKSRU. Work order has been issued to Hooghly Cochin Shipyard Limited, Kolkata for fabrication of a new intermediate box caisson which in turn will provide more operational flexibility to CKSRU. Exclusive guidance rate for Kolkata operations has been approved by the Competent Authority and PWO system has been implemented to speed up the repair activities.

v) CSL-Andaman & Nicobar Ship Repair Unit (CANSRU)

Subsequent to execution of Concession Agreement between Cochin Shipyard Limited and Andaman & Nicobar (A&N) Administration in November 2019,

the agreement was made effective on January 15, 2021 upon fulfillment of conditions precedent by the A&N Administration in the end of 2020 and also due to pandemic related restrictions in the A&N Islands. Since then, a dedicated and experienced manpower consisting of engineers and support staff has been deployed in Port Blair.

CSL has progressed significantly with development of ship repair ecosystem at Marine Dockyard, Port Blair with a strong vendor base consisting of 09 vendors for the turnkey subcontract works. More than 100 sub-contractors and suppliers, both from the Islands & mainland, have been empanelled for general ship repair jobs and material supply at CANSRU. Standard Operating Procedures & Quality Assurance Plan

have also been prepared exclusively for repair of A&N vessels. Essential infrastructure for carrying out smooth and safe ship repair operation has been procured for CANSRU.

CSL commenced ship repair activities at Marine Dockyard, Port Blair in November 2021 by undertaking emergency repair of MV Sindhu, followed by dry-dock repair of MV Rajhans. A&N Administration has provided the list of vessels proposed for ship repair in FY 2022-23 and advance actions for the same have been initiated.

As a value addition to the Project, CSL has engaged IR Class for developing a digital repository of fleet of vessels owned by the A&N Administration, which would attempt to capture vessel data and the depiction of the captured knowledge base. This digital repository would reduce the knowledge and proficiency gaps existing and thereby improve operational safety and efficiency of the vessels. A high-level expert committee of CSL officers has been constituted who would work along with the consultant in bringing out a professionally prepared & complete DPR for augmentation & modernization of Marine Dockyard.

CSL is setting up a well-equipped Safety cum Skill Development Centre at Marine Dockyard to provide safety & skill development training to various stakeholders associated with CANSRU & Marine Dockyard. Professional skill development & HSE programs shall be conducted by experienced team of CSL, OEMs and other stakeholders at this Centre. CSL shall start the skill development programme once a suitable space is allotted by DSS inside Marine Dockyard.

CSL has been successful in mobilizing professionally

qualified and experienced manpower dedicatedly for operations at the project site and deploying essential infrastructure required for undertaking ship repair

operations at Port Blair despite various COVID-19 related restrictions during last years. CSL has already commenced ship repair operations at Marine Dockyard, Port Blair and successfully completed the repair assignments allotted. With the resources deployed at the project site, CSL is in a position to undertake more complex and bigger repair projects for the A&N Administration in the future.

vi) Hooghly Cochin Shipyard Limited (HCSL)

Hooghly Cochin Shipyard Limited (HCSL) was initially set up as a joint venture between CSL and Hooghly Dock & Port Engineers Limited (HDPEL). Pursuant

to the approval of the Union Cabinet, HCSL became a wholly owned subsidiary of CSL with effect from November 01, 2019. HCSL aspires to establish itself as one of the leading shipbuilding yard in east coast for quality inland and coastal vessel construction.

All project work pertaining to "New Yard construction of HCSL" is completed and the Yard is ready for production. At the end of the financial year 202122 physical progress to the tune of 99% is achieved for all civil, mechanical and electrical related works. All major jobs held up due to delay in erection of the 50 ton crane are completed other than road and road painting which is in final stage of completion. Further, handing and taking over of all civil structures and commissioning of all machinery/ equipment and cranes are completed. During the financial year 202122, the Yard undertook major repairs of two vessels of IWAI and four vessels of IWT Assam adhering to strict timelines and delivered them to the satisfaction of the customer. Further, HCSL being focused in inland waterways segment has entered into an agreement with IWAI to act as consultants for setting up a new ship repair facility at Pandu, Assam. The proposed ship repair facility will cater to the repair requirements of all vessels in the National Waterways-2 and North Eastern sector without any loss of valuable time travelling to Kolkata for every minor repair.

vii) Udupi Cochin Shipyard Limited (UCSL) [Formerly known as Tebma Shipyards Limited (TSL)]

Consequent to the takeover of the Company by Cochin Shipyard Limited (CSL) in September 2020, through the statutory insolvency resolution process, various activities were initiated for revamping the Company''s infrastructure facilities for commencing the operations. During the financial year 2021-22, the revamping activities were streamlined despite COVID-19 related difficulties and the Company commenced its shipbuilding operations at the Hangarkatta facility in July 2021. Necessary activities for fully operationalising the facility at Malpe Harbour Complex were also undertaken during the reporting period and is still progressing. Consequent to the takeover of the Company by CSL, the name of the Company was changed to Udupi Cochin Shipyard Limited (UCSL) on April 22, 2022 to relate the Company more appropriately to CSL.

During the reporting period, the Company is executing CSL''s order for fabrication, outfitting and machinery installation of eight Hybrid Electric Aluminium

Catamaran Hull Vessels for the Kochi Water Metro Project, of which two vessels have already been delivered; one in March 2022 and the other in April 2022. The work on other vessels are progressing. Further, during March 2022, UCSL has also signed contracts with Ocean Sparkle Limited (OSL), a leading port operations and marine services company, for building two Tugs and with a beneficiary from the state of Andhra Pradesh for construction of one Tuna Longliner Cum Gillnetter Fishing Boat under the "Pradhan Mantri Matsya Sampada Yojana (PMMSY)".

Manpower Status

21. The manpower strength of the Company as on March 31, 2022 was 1756 consisting of 424 executives, 128 supervisors and 1204 workmen.

Industrial Relations

22. CSL continued to maintain and foster cordial industrial relation atmosphere during the year. There was no loss of man hours on account of labour unrest due to reasons attributable to the Company exclusively.

23. The referendum for recognizing trade unions was conducted on March 19, 2021 by the Dy. Chief Labour Commissioner (Central), therein 2 unions namely Cochin Shipyard Employees Federation (CSEF) and Cochin Shipyard Employees Organisation (CSEO) have secured the recognition status as per the norms stipulated for recognition. However, formal approval for the same is awaited from the Chief Labour Commissioner (CLC).

24. The executives and non-unionised supervisors also continued to contribute their best to the Company during the year.

25. The joint management forums like joint councils, shop council, central safety committee, shop level safety committees, contract worker safety committee, canteen management committee, employees'' contributory provident fund trust etc., continued to function effectively.

26. Employees and their dependents welfare and wellbeing are well taken care through various voluntary schemes like Employees Medical Assistance Scheme, Employees Pension Scheme, Shipyard Parivar Prathibha Puraskar Scheme, Employees Educational Assistance Scheme etc.

Human Resource Development

Learning and Development Activities during 2021-22

27. During FY 2021-22, due to COVID-19 pandemic, most of the training programmes were conducted through the virtual medium using Microsoft Teams, Zoom, Webex etc.

28. The prominent external training programmes for which Executives were nominated include the following topics.

a) Capacity building program on procurement by Indian Institute of Corporate Affairs, New Delhi

b) Business Analytics for Strategic Decisions

c) Essentials of Leadership by ISB Hyderabad

d) Tendering Process & Contract Management

e) Creative Problem Solving

f) Public Procurement: Insight to e-procurement & GEM

g) CII EHS Online Assessor Training Programme

h) Mastering Corporate Social Responsibility by CII

i) Five days online Training Programme on ''Good Governance'' by ISTM

j) MIS Reports & Data Analysis using Microsoft Power BI

k) Cyber Security by Department of Public Enterprises (DPE)

l) Diploma in Information System Security Audit (DISSA) by ICAI

m) Development & Innovation in Debt financing for corporates by CRISIL Limited

n) One day workshop on ''Labour Codes'' by Kerala Institute of Labour and Employment (KILE)

o) Capacity building programme for the newly appointed Non Official (Independent) Directors at Kolkata.

29. Company also nominated senior executives under the scheme "Igniting Minds" for virtual programmes like Developing Commercial and Financial Skills for Strategic Business Decisions by IIM Ahmedabad, Finance for Non-Finance Executives by IIM Calcutta, Professional Certificate Programme in Financial Analysis and Financial Management by IIM Kozhikode, Managerial Effectiveness by IIM Ahmedabad, Professional Certificate Programme in General Management programme for Business Excellence by IIM Kozhikode, Online Professional Certificate Programme in HR Management and Analytics by IIM Kozhikode, Innovation, Corporate Strategy and Competitive Performance by IIM Ahmedabad, Managerial Leadership and Team Effectiveness by IIM Calcutta, Developing Leadership Potential by IIM Calcutta etc.

Customised Internal Trainings

30. Five executives completed online training session on Basic Naval Architecture conducted by ASRANET Limited, UK from April 28 to 30, 2021.

31. Online awareness sessions on NOVEX e-learning platform of CSL were arranged from June 05 to 08, 2021 exclusively for supervisors in CSL. 142 supervisors attended the sessions.

32. An online session on ''Prevention of sexual harassment of women at workplace'', was conducted by AGM (Legal), CSL on July 16, 2021 and the same was attended by 33 employees.

33. One day online workshop on Competency Dictionary was conducted on September 11, 2021, which was attended by 37 Executives.

34. 20 Executives attended a four days online workshop on Underwater Radiated Noice (URN) Management conducted by NirDhwani Technology Private Limited, from September 15 to 18, 2021.

35. One day online workshop on Competency-Based Interview was held on October 23, 2021. The workshop was attended by 31 Executives.

36. A half-day workshop on Executive Coaching was conducted by GM (HR) and AGM (Safety) for 52 executives from October 20 to 22, 2021.

37. In connection with the Vigilance Awareness Week 2021, an online interactive training session on the subject ''Preventive Vigilance'' was conducted on October 27 and 28, 2021 by

Smt. S. Uma Venkatesan, IRS, Chief Vigilance Officer, CSL and the same was attended by 59 Executives.

38. A technical training program for 50 supervisors was conducted by the Department of Ship Technology, Cochin University of Science and Technology (CUSAT), Kochi on December 17 and 18, 2021.

39. One day training for Field Safety Representatives (FSR) and HSE Co-ordinators was conducted by the National Safety Council, Kerala Chapter, Ernakulam from December 21 to 23, 2021. The training was attended by 66 employees.

40. CII Pinnacle Performance Enhancement Series, 8 weeks course (commenced on December 14, 2021) was attended by 14 Senior Executives of CSL.

41. The Institute of Marine Engineers (India) conducted a Skill Upgradation Certification Course in Hydraulics from February 24 to 26, 2022. 14 executives completed the certification course successfully.

42. Four days Integrated Internal Auditor Training on ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 were imparted for 21 executives in CSL. The training was conducted by DNV Business Assurance India Private Limited from March 07 to 10, 2022.

43. A First Aid training programme for CSL Employees conducted by National Safety Council, Kerala Chapter, Ernakulam was held on March 24 and 25, 2022. A total of 26 employees attended the programme.

44. Orientation training for employees retiring from service of CSL was held on March 30, 2022. The sessions were conducted by the faculty from Dattopant Thengadi National Board for Workers Education and other experts in the field of financial planning and health. The session was attended by 17 employees.

45. Considering the COVID-19 situation, it was decided to conduct the YOCDP (Young Officers Competency Development Programme) for junior-level executives and SCDP (Supervisors Competency Development Programme) for supervisors online through NOVEX e-learning platform. A total of nine recorded sessions of YOCDP and seven recorded sessions of SCDP were uploaded online and made available to the participants.

46. Induction programme to 29 newly joined executives was conducted during the financial year 2021-22.

Educational Scholarships to Wards of Employees

47. "Shipyard Pariwar Prathibha Puraskar", an educational scholarship scheme introduced from the year 2016 aims to reward and promote the star performers among the wards

of regular employees of CSL. A scholarship of H25,000/- per year for a maximum period of 5 years shall be bestowed in the order of highest marks scored by the wards in class XII final examination. During the year 2021-22, 9 eligible students have been granted scholarship under the said scheme.

Recognising Excellence

48. CSL has introduced the Employee Excellence Awards Scheme envisaging reward and recognition for innovative ideas and practices among the employees below the level of AGMs. The highest award under the scheme is Chairman''s award with a citation and cash price of H15,000/-. During the Independence Day celebrations in 2021-22, 43 employees (executives-5, supervisors-4, workmen-33, on contract workmen-1) were honored with Chairman''s Commendation, which carries H2,000/- cash prize. In January 2022, 32 employees (executives-5, supervisors-1, workmen-19, on contract workmen-7) were considered for Chairman''s Commendation. In addition, one contractual employee was considered for Chairman''s Special Commendation and a cash prize of H5,000/-. However, due to rise in COVID-19 cases, the awards were not distributed during Republic Day celebrations, 2022.

International Yoga Day

49. Employees were encouraged to observe international yoga day in small groups and at their homes with family members, without affecting COVID protocols.

Constitution Day

50. Constitution day was celebrated in CSL on November 26, 2021 with reading of Preamble to the Indian Constitution. In order to create awareness among CSL employees about the Constitution and its significance, it was decided to create and upload a series of awareness building courses on NOVEX e-learning platform. Accordingly, the first session on Preamble and the basic principles of Indian Constitution was held on November 26, 2021. Additionally, a quiz programme on Indian Constitution was also arranged in connection with the celebration of Constitution day.

Training

51. A Total of 127 Graduate Marine Engineering cadets (GMEs) are placed for onboard vessels during 2021-22. The cadets had successfully completed one year course as per guidelines of Directorate General of Shipping, Government of India.

52. 23 students of 4 year Marine Engineering from Sree Venketeswara College of Engineering, Chennai, successfully completed 6 months afloat training from CSL Marine Engineering Training Institute (METI).

53. CSL METI had participated in various programmes organized by Mercantile Marine Department, Kochi in connection with "Azadi Ka Amrit Mahotsav" initiative of the Government of India. CSL METI also had conducted webinars on topics like Autonomous Vessels, Battery Operated Vessels, Green Fuels etc. The contributions of CSL METI were honoured on the occasion of the 59th Maritime Celebrations held in Kochi.

Apprenticeship Training

54. Training Institute had imparted apprentice training for a total of 561 ITI trainees, 121 Diploma trainees, 103 Degree trainees and 5 VHSE trainees in the year 2021-22.

55. Three Executive Trainees were inducted during the year 2021-22.

Skill development programmes conducted by CSL Training

Institute

56. Multi-skill development programme was conducted from October 19, 2021 to December 03, 2021 for CSL workmen on forklift operations. The same was attended by 10 workmen from Ship Repair and 8 from Shipbuilding departments. The programme included theory of total 24 hours staggered in one week. It also contained 5 days practical including 2 hours evaluation for each participant.

57. One day programme on Productivity, House Keeping & 5S was imparted to Diploma/ Degree Advanced Trainees of different departments of CSL. The programme was conducted by Officers of Datopant Thengadi National Board for Workers Education, Kochi Regional Directorate under Ministry of Labour, Government of India. A total of 95 Advanced Trainees under 6 batches attended the programme conducted on December 21 and 22, 2021 and January 11 and 12, 2022.

Samanvay portal

58. Samanvay is the common Knowledge Management Portal for all CPSEs. The website is designed & developed by ONGC, on behalf of the Department of Public Enterprises (DPE). The primary objective of the Samanvay Knowledge Management Portal is to create a platform for enabling individuals, teams & entire Public Sector Enterprises to collectively and systematically share knowledge, infrastructure, best practices, SOP etc., to learn from others'' experiences. The usage of Samanvay is being closely monitored by DPE. Periodic meetings and reviews are conducted by DPE with CPSEs which are chaired by top officials of DPE, and there has been continuous follow

up from DPE to increase the usage of the portal. CSL has given user access for the portal to all officers, and the users can share lessons learnt from their work place through the portal. CSL has shared around 115 articles including 31 lessons learnt, and 84 different articles on HSE practices, CSR, HR, best practices at work place & articles on innovation, through the Samanvay portal till date.

Employee Welfare Measures

59. SEAWISE: An employee counseling scheme "Shipyard Emotional Assistance and Wellness Inclusion System for Employees" (SEAWISE) has been introduced in CSL with the support of Rajagiri College of Social Sciences, Kochi as a part of caring the emotional wellness of employees and their dependants. The counseling is imparted through telephonic and face to face mode. The scheme covers all permanent employees of CSL and their dependants, contract employees, trainees and CISF personnel in CSL unit.

60. Modified CSL Medical Assistance Scheme: CSL has modified the medical assistance scheme for employees by empanelling 29 hospitals (Super-speciality/Multi-speciality/ Speciality and other-speciality hospitals) in Ernakulam District for the treatment of CSL employees and their eligible dependent family members. The expenses towards the inpatient/day care treatment availed at these 29 empanelled hospitals shall be settled directly by CSL to the hospital. Medical ID Cards with details of employees and dependents has been issued to all employees for the purpose of identification at empanelled hospitals. In the case of hospitals outside Ernakulam district, the admissible treatment expenses shall be reimbursed to the employees.

61. CSL Rudder - Actionable Insights, Informed Decisions: As

a part of the new digital transformation initiatives, a new mobile application has been developed and launched on April 01, 2022. The application is offering a bunch of new facilities to CSL users. The application can be used by both internal users like all permanent staff including officers, supervisors and workmen and external users like suppliers, subcontractors, retired employees etc. Employee profile, attendance details, salary slips, leave details, medical claims status, dependants information, loan details, PF data, capture reporting time, vendor registration details, invoice status, payment details, TDS certificates etc., are some of the features included in Rudder application.

62. As part of fostering women welfare measures, CSL has conducted awareness session regarding the usage of menstrual cup and free distribution of menstrual cups were done as a part of Women''s Day celebration.

63. Infertility treatment scheme was launched in the year 2020 for providing reimbursement of medical expenses incurred for infertility treatment for all permanent employees. An amount not exceeding H1,00,000/- (Rupees One Lakh only)

per cycle or the actual cost whichever is lower is permitted for reimbursement and the same will be allowed upto maximum of three fresh cycles with prior approval. Special Leave for maximum 10 days in a year and maximum of 20 days are being granted during the service of an employee who undergo procedures as part of infertility treatment. Total 15 employees were granted permission to avail the benefits under this scheme as on March 2022.

64. All employees (permanent & on contract employees) and trainees who had undergone treatment for being COVID positive and who were under quarantine were granted special leave.

65. National Pension System (NPS) was introduced in CSL in order to facilitate contributory pension scheme for all permanent employees. A kiosk centre was arranged in CSL premises in the month of February 2021 for all employees through which the employees have opened their individual NPS account. CSL is contributing 10% of the wages (Basic DA) to the individual account of the employees, as employer contribution from April 2021 onwards. The scheme provides attractive income tax benefits to the employees and also ensures a hassle-free life post retirement.

66. CSL introduced paternity leave in the year 2019 to male employees of the Company including for valid adoption of a child below the age of one year.

Encouraging Thought Provoking Ideas

67. "Nethruthwa Samvriddhi Yojana" - Leadership Acceleration Programme (LEAP) was launched in the year 2016 to encourage and motivate executives in the grades E1 to E4 for pursuing higher studies in premier institutes both in India and abroad. The core benefit under the scheme is not only a grant of study leave for two years, but reimbursement of tuition fees, in installments after they come back and join for duty. A maximum of three applicants are considered on a yearly basis under LEAP scheme.

68. CSL launched special financial assistance scheme applicable to SC/ST apprentice trainees in 2018 to provide monthly financial assistance of H1,500/- for meeting their expenses towards rental accommodation in Kochi. The monthly financial support is extended to a maximum of 20 trainees during the period of apprenticeship training, subject to periodical review by CSL.

69. Mentor-Mentee scheme launched in the year 2016 continued this year also for ensuring personalized special attention by a senior executive. It is extended to all new executives/executive trainees joining CSL. This collaboration gives junior executives, who are freshers, a feeling of engagement, belongingness and significant improvement in the inter and intra personal relationship in the organisation which lead to better retention.

70. CSL Star Board - a mobile application for executives was introduced in 2017 for the purpose of knowledge sharing. The objective of Star Board is to enable the executives to share their technical knowledge, latest technical information and to provide a platform for innovative minds on matters related to their profession/work. Star Board will promote knowledge sharing culture in CSL, which is essential for the existence and success of any business. This platform has provisions for sharing of both explicit knowledge and tacit knowledge.

Professional Assessments

71. Through an elaborate competency mapping exercise, four cultural competencies namely teaming, execution excellence, constraint breaking and continuous learning have been identified for CSL. These cultural competencies have been incorporated in all HR sub systems like recruitment, training, performance management, career development etc.

72. To assess the competencies of executives in CSL vis-a-vis the required competencies, M/s. Korn Ferry Hay Group, a leading HR consultancy organisation in Asia had conducted executives'' Assessment Development Centre (ADC). They had assessed the strengths and areas for development of the executives using various assessment tools and prepared detailed I DR The ADC was beneficial to CSL as it provided right direction for planning HR interventions.

People Capability Maturity Model (PCMM)

73. In the year 2018, the Company commenced activities for obtaining a level 3 PCMM certification. As part of implementation of PCMM, conscious and collective efforts are being undertaken by the Executives in HR department in formulation of various policies and bringing in improvements in existing HR procedures and practices.

74. PCMM is a maturity framework that focuses on continuously improving the management and development of the human assets of an organisation. The PCMM helps organisations characterize the maturity of their workforce

practices, establish a programme of continuous workforce development, set priorities for improvement actions, integrate workforce development with process improvement and establish a culture of excellence. The PCMM consists of five maturity levels; Level 1 to Level 5. Each maturity level is a well-defined evolutionary plateau that institutionalizes new capabilities for developing the organisation''s workforce. Unlike other HR models, PCMM requires that key functions/ process areas, improvements, interventions, policies, procedures and practices are institutionalized across the organisation, irrespective of function or level. Therefore, all improvements have to percolate throughout the organisation to ensure emphasis on a participatory culture embodied in a team-based environment and encouraging individual innovation and creativity.

75. A preparatory workshop for PCMM Maturity Level 3 implementation was held on March 15 and 16, 2022 for HR business partners and selected executives from HR and ISD. The workshop was attended by 35 executives.

Status on Affirmative Action to Implement Presidential Directives on Reservations

76. Cochin Shipyard has been strictly complying with the Presidential directives and guidelines on reservation for Scheduled Caste (SC)/ Scheduled Tribes (ST)/ Other Backward Classes (OBC)/ Economically Weaker Sections (EWS) and Persons with Benchmark Disabilities (PwBD) issued by the Government of India from time to time. The Company has appointed a liaison officer for SC/ST/PwBD/ Ex-Servicemen and a separate liaison officer for OBCs and EWSs to oversee the implementation of reservation policies. Reservation percentage is ensured through the maintenance of post-based roster system as prescribed by the Government of India.

Representation of SC/ST/OBC/EWS Employees

77. The representation of SC, ST, OBC and EWS employees in various groups of posts as on March 31, 2022 is given below:

Category	CSL''s Total Strength	SC	ST	SC	EWS
Group A	362	48	16	93	-
Group B	114	16	10	28	1
Group C	1116	152	12	533	1
Group D	164	21	6	86	-
Total	1756	237	44	740	2

Representation of Persons with Benchmark Disabilities (PwBD) and Minority Employees

78. The representation of Persons with Benchmark Disabilities (PwBD) and Minority employees in various groups of posts as on March 31,2022 is given below:

Category	CSL''s Total Strength	PwBD	Minority
Group A	362	8	99
Group B	114	5	26
Group C	1116	34	271
Group D	164	9	54
Total	^|1756	56	IH450

Provision for Safeguard of Women

79. The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and Rules framed thereunder are strictly complied with. An Internal Complaints Committee has been constituted in accordance with the Act chaired by a senior woman executive. The Committee has received one complaint relating to an indecent graffiti and orders were issued to resolve the same.

80. CSL has a woman Welfare Officer specifically to promote women empowerment activities and to formulate and implement welfare measures according to the needs of women employees of the Company.

81. CSL has commemorated the 8th anniversary of POSH Act on December 09, 2021 by organizing a grand ceremony wherein a workshop on POSH Act was also conducted along with various other competitions.

Integrated Management System (IMS)

82. Cochin Shipyard maintained its Integrated Management System (IMS) under the ISO 9001:2015 Quality Management System, ISO 14001:2015 Environmental Management System and ISO 45001:2018 Health and Safety Management System standards. It is proposed to implement quality management systems in all the ancillary units of CSL in the forthcoming years.

Facility Upgrade and Capital Expenditure

83. The total capital expenditure incurred in 2021-22 amounted to H227.81 Crores. This related to modernization and expansion, renewals and replacements, new dry-dock, ISRF CMSRU, CKSRU, CANSRU etc.

Implementation of Official Language Policy

84. In pursuance of Sub-rule (4) of Rule 10 of the Official Language (Use for the Official Purposes of the Union) Rules,

1976, Government of India have notified, in the Gazette of India, that 80% of ministerial staff of the Company have acquired working knowledge/ proficiency in Hindi.

85. With the aim of giving more propagation to the various activities related to official language implementation, a webpage for ''Official Language'' was created in the website of the Company. It mainly include detailed information about the Official Language Policy, Rules, Act and Annual Programme of the Government of India and various programme reports organized from time to time in connection with the implementation of official language & spoken Hindi training etc. This is a significant step towards the promotion of official language.

86. In order to present the language in a comprehensive scenario for knowledge enrichment, not limited to official work, as well as to make it public friendly, CSL has started the initiative to prepare a video in Hindi language related to every major public event from the month of April, 2021. At the outset, a video of Ambedkar Jayanti (April 14, 2021), May Day/ Labour Day (May 01,2021) and Independence Day (August 15, 2021) were prepared in Hindi and forwarded to the official groups of CSL.

87. The 26th half-yearly meeting of Kochi TOLIC was conducted online in the month of May, 2021. During this meeting, various official language activities and QPR reports of various offices were reviewed. Appreciation was received from Kochi TOLIC for all the efforts taken by Cochin Shipyard towards the promotion of official language.

88. Various competitions in Hindi were organized in connection with Hindi Fortnight Celebrations 2021 for employees, trainees and employees on contract of CSL via online and offline mode. Badges were distributed among all the employees on the occasion of Hindi Diwas and Rajbhasha Pledge was administered by the heads of departments in all departments of CSL and in other units. Quiz, calligraphy, what picture says, passage reading, administrative terminology, Hindi typing, memory test, Hindi film songs (separate for women and men), essay writing and Hindi poem writing were organized in this regard. Thirteenth issue of Hindi house journal, ''Sagar Ratna'' was released on the valedictory function of Hindi fortnight celebrations.

89. As a special programme in connection with Hindi Fortnight Celebrations, patriotic song for family members of

employees, speech competition for children of employees and online debate competition for the post graduate Hindi students of University of Kerala were also organized.

90. Cochin Shipyard Limited organized a career development webinar on January 10, 2022 as part of World Hindi Day Celebrations. The webinar was formally inaugurated by Shri Subash A K, General Manager (HR), CSL. The webinar was conducted in two full sessions, the first session was based on the technological advancements in the field of Hindi language which was handled by Shri K Anil Kumar, Chief Manager (Rajbhasha), SBI, Thiruvananthapuram. The second session was based on career development related to Hindi sector handled by Shri Ramesh O, Manager (Rajbhasha), HOCL, Kochi.

91. Noting and drafting training in person has been started for junior commercial level employees. A total of 12 employees are included in the first batch. Classes will be held for two days a week for one hour for the entire two months.

92. In order to create awareness regarding the implementation of official language among all the officers and supervisors, the module related to official language was uploaded in Novex along with the questionnaire.

93. Four Hindi workshops and four Official Language Implementation Committee meetings (OLIC) were conducted regularly during the year.

94. During the academic year 2021-22, cash incentives for children of employees for obtaining high marks in Hindi in 10th Standard, were awarded to 20 children. 24 employees were also awarded cash incentives for the implementation of Hindi language.

Particulars of Employees and Related Disclosures

95. In accordance with Ministry of Corporate Affairs notification no. GSR 463(E) dated June 05, 2015, government companies are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

96. Details are placed at Annexure I. The Company''s major initiative in the conservation of energy was installation of solar panels on the rooftop of various buildings inside CSL

premises. The programme commenced in the year 2013-14. As of March 31, 2022, solar power plant having capacity of 1622 kWp has been commissioned in CSL.

Risk Management

97. CSL has constituted a Board level Risk Management Committee (RMC) in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for an

overall review of the corporate risks. CSL has adopted a comprehensive Risk Management Policy at the 214th meeting of the Board of Directors held on September 16, 2014. The Company''s risk management policy aims to put in place a comprehensive risk management system consisting of a defined process of risk management and methodology of identification, assessment, response, monitoring and reporting of risks. The policy provides the management and Board of Directors an assurance that key risks are being properly identified and effectively managed.

98. As per the policy, CSL Board at the helm will review the risk management system in CSL. The Board shall discharge its responsibility of risk oversight by ensuring the review at periodical intervals. The CSL management comprising of CSL Board level and below Board level executives has been entrusted with the implementation of the risk management process. In this respect, the Company has functional Risk Management Committees and Board Level Risk Management Committees to implement the policy in CSL. The Risk Management Committees and the Board of Directors periodically review the risk management process and policy. The Yard''s product mix comprising of defense and commercial shipbuilding and ship repair gives the Company a natural hedge against market risk.

Research and Development (R&D) Activities

99. R&D policy of CSL is to enhance the Company''s preeminence in shipbuilding, ship repair and other chosen fields and products through research and development.

In-house R&D activities have been undertaken during the year 2021-22 mainly in the areas of welding procedure development and qualification of welders. Weld procedures were developed for welding of Aluminium plates (5083 grade H116) and High strength low alloy steel (DMR 249 Gr A) plates as below.

(a) Capability building of welding of Aluminium plates with Double pulsed Metal Inert Gas and development

of the weld procedures is of paramount importance to the Yard. In the above context weld procedure specifications have been prepared and welders were

qualified to weld up to 40 mm thick plates in 4G &1G weld positions, 3 to 24 mm thick plates in 3G position and 3 to 12 mm plates in 2G position. These new processes save considerable amount of man hour and

effort. The procedures have been validated by DNV Classification Society.

(b) Weld procedure were developed and welders were

qualified for welding DMR 249 Gr A plates of 4 mm and 5 mm thickness in 4G and 2G positions using Flux Cored Arc Welding (FCAW) process and Submersible Arc Welding (SAW) process. The procedures have been validated by DNV Classification Society and Indian Navy.

Health, Safety & Environment (HSE)

100. Cochin Shipyard Limited believes in instilling the principles of safety management in all of its stakeholders, including employees, contractors, customers, and communities, with the utmost concern and commitment to Health and Safety. Various initiatives were undertaken to inculcate safety culture and incorporate safe practices to the workforce including contractor personnel working in all CSL campus.

101. All the legal requirements pertaining to HSE matters are complied with and reports are submitted to the respective enforcement bodies under respective authorities in State and Central Government.

102. To empower safety awareness among CSL employees, apart from mandatory safety induction training, CSL also provided safety awareness training to its officers, supervisors, and contractor representatives even during the pandemic era by exploring the endless opportunities via its online training platform ''Novex''. On top of this, to elevate the safety training to an interactive learning experience, CSL is about to introduce Virtual Reality (VR) based confined space safety training which enables the user to get a real feel of a work scenario.

103. Various provisions and programs are implemented on site to ensure seamless and effort free reporting of HSE observations, near misses, and suggestions from the working population including the contract workmen. The most highlighted way is reporting online through ''Rudder Application''. Also, to handle critical near misses a 24 hours live hotline number is provided.

104. For acclimatising with the ISO 45001:2018 and to adopt its requirement of demonstrative HSE leadership and participative & consultative mechanism, CSL implemented HSE Governance system in 2020. Post implementation, performance of each department conglomerated the perspective of safety both from the higher management and the site team by ensuring the active participation and consultation from the CSL workforce which enables the Company to reach up a remarkable achievement of 43 percentage enhancement in the organisational safety

index as compared to the previous year''s performance.

105. CSL began evaluating and monitoring its subcontractors to meet the requirements of ISO 45001:2018. Several town hall sessions were conducted to the selected subcontractors to bring awareness on HSE systems to meet CSL standards. An HSE plan is prepared by each vendor and approved by CSL. All selected contractors are evaluated using a four-tier evaluation methodology, which includes HSE self-evaluation, site audit, HSE monthly reports, and HSE violations, and a combined score is calculated. The subcontractors are rated as 5 star, 4 star, 3 star, and blossom star based on the scores secured in the process.

106. CSL has evolved a methodology for monitoring the safety systems in other units of CSL viz., CMSRU, CKSRU & CANSRU and its subsidiaries viz., HCSL and UCSL. The units and subsidiaries are benchmarked with the help of a selfevaluation questionnaire and cross audit conducted by CSL Corporate safety team. This helps each CSL units and subsidiaries to build up a superior safety culture by exploring plethora of self-improvement opportunities.

107. For implementing the HSE requirements mentioned in the shipbuilding and ship repair HSE plan, emergency

preparedness plan shall be signed off by the department

head for all the shipbuilding and ship repair projects. This plan consists of all HSE requirements pertaining to that

project and persons responsible for the implementation and upkeep of the same.

108. CSL have won several awards for best safety management system during the year 2021-22, as given below:

i. Outstanding Safety Performance Award 2021 in the category of very large engineering industries in the state level competitions, conducted by Department of Factories & Boilers;

ii. Sreshta Suraksha Puraskar for outstanding safety performance in the category of very large engineering industries in the state level competitions conducted by National Safety Council; and

iii. CII SR EHS excellence awards in the EHS engagement in work force category.

109. CSL has also bagged second prize in Table top Mock drill in the group event for industrial employees conducted by National Safety Council on the occasion of 51st National Safety Week Celebrations, 2022.

(b) Sreshta Suraksha Puraskar 2022 for outstanding safety performance in the category of very large engineering industries in the state level competitions, conducted by National Safety Council;

(c) CII SR EHS Excellence Awards 2021 in the EHS engagement in work force category;

(d) "Rajbhasha Kirti Puraskar" for the best Hindi Implementation among the "C" Region from Govt. of India. CSL is the one and only company all over Kerala to win this prestigious award;

(e) CSR leadership award 2021 instituted by "World CSR Day";

(f) Second Prize in table top mock drill in the group event for industrial employees conducted by National Safety Council on the occasion of 51st National Safety Week Celebrations 2022;

(g) Second Prize for the Hindi Home Magazine "Sagar Ratna" from Kochi TOLIC (PSUs) for the year 2020; and

(h) FACT MKK Nayar Memorial Productivity Award 2019-20 for Best Productivity Performance in Industry Category I (Turnover Above H750 Crores).

Industrial security

111. Cochin Shipyard Limited is a vital organisation with national importance and is classified as special security zone by both State and Central Government and the security of establishment has got national importance. The primary security of the establishment is entrusted with Central Industrial Security Force (CISF) unit comprising of 130 CISF personnel under the command of Dy. Commandant, CISF. Overall security of the Company continued to be robust without causing any serious security concern during the year. All security systems and measures introduced and installed in the Company are of international standards. Periodic joint survey was conducted by the Company along with CISF. Twenty-four hours waterfront patrolling with armed personnel and wireless surveillance (CCTV) system covering all critical locations and installations are in place. The periodic mock drill exercises are conducted in coordination with Intelligence Bureau, State Police, State Fire Department, Bomb Squad and Navy to assess the readiness of CISF force to counter any security threat, security breach, crisis or calamities.

112. CISF is carrying out their security surveillance and duties with security gadgets which includes biometric access control system, X-ray baggage scanner, door frame metal detectors, hand held metal detectors, breath analysers, vehicle patrolling, boat patrolling and foot patrolling etc. The upgradation of security gadgets is being taken up as per the technical survey of CISF to bring modern security gadgets to enhance the existing security system and facilitate the CISF a foolproof frisking mechanism at all gates.

113.Special security attention is being accorded to the Indigenous Aircraft Carrier (IAC) with an exclusive security arrangement provided apart from the overall security arrangement of the establishment. The security of IAC was taken up at the highest levels of CISF and an additional contingent of 46 CISF security personnel on IS Duty have been posted exclusively for IAC under the command of Asst. Commandant.

114. The security strength and requirements of additional security enhancements are periodically monitored by the Head Quarters of CISF through technical resurvey for security gadgets and resurvey for manpower augmentations. The proposal for augmentation of strength of CISF, CSL Unit from the present strength of 130 CISF personnel to 220 personnel have been approved by the Ministry of Home Affairs, Government of India with creation of a net additional 96 posts. The deployment procedures are underway.

115. The entry to the ship is strictly controlled using access cards thus keeping track of the number of personnel working

onboard at any given point of time. The additional security gadgets including CCTV surveillance, biometric access system, DDS, boat patrolling etc., have also been arranged for safeguarding and avoiding any imminent threat for the ship. In order to enhance the security, purchase of a new patrol boat is under consideration.

116. The entry to the Yard is effectively controlled via access control systems including biometric embedded turnstile gates, X-ray baggage machines, DFMD etc. A full-fledged visitor''s facilitation center is operated for scrutiny and verification of the credentials of the visitors to the Company. X-ray baggage scanning systems have been installed at the Main entry gate and contractors'' workmen entry gate of the Company. All the entry passes issued are photo-based entry passes.

117. During the year 2021-22, the Yard has proposed to implement an integrated security system, upgrading the existing systems. The project is being carried out through Bharat Electronics Limited (BEL), Bangalore. The project envisages introduction of comprehensive security architecture involving complete CCTV surveillance of the perimeter, waterfront and inside the Yard, ESPF system, visitor''s management and ANPR etc.

118. The monitoring of visitors, materials and vehicles movement in the Company are done through an integrated ERP module of visitor''s management system which ensures effective and vigilant monitoring of materials movement into and out of the Company. As part of the proposed integrated security system, a GPS based tracking tag for the visitors and RFID tagged pass system are also being implemented, thus to keep track of the movements of the visitors within the Yard. Additionally, the Yard has proposed for implementation of Aadhaar verification of all visitors and Contractors'' workmen before issue of entry pass. The project is being implemented in association with CDAC - Mumbai. The procedures for implementation of the project is under final approval from the Government of India.

119. CSL has also engaged DGR sponsored ex-servicemen security agency for supplementing existing forces mainly catering to external properties of CSL and also internal specific locations, comprising of 98 personnel.

Awards and Recognitions

120. During the financial year 2021-22 CSL received the following awards:

(a) Outstanding Safety Performance Award 2021 in the category of very large engineering industries in the state level competitions, conducted by Department of Factories & Boilers;

Board of Directors & Key Managerial Personnel

121. As on March 31, 2022 the Board of CSL comprises of 11 directors consisting of a Chairman & Managing Director, 2 Whole Time Directors, 2 Official Part Time (Nominee) Directors, one each from Government of India and Government of Kerala and 6 Non-official (Independent) Directors.

122. Shri Suresh Babu N V (DIN:07482491), Director (Operations)

retired on superannuation from the services of the Company on April 30, 2021. Shri Sreejith K Narayanan, Chief General Manager (Ship Repair) has been recommended as the next Director (Operations) of CSL by the Public Enterprises Selection Board and the appointment is awaited.

123. The Ministry of Ports, Shipping and Waterways (MoPSW), Government of India, vide letter no. SY-11012/1/2016-CSL dated November 22, 2021, appointed Smt. Amrapali Prashant Salve (DIN: 09415405), Shri Nahar Singh Maheshwari (DIN: 09419082), Shri Ashok Sharma (DIN: 09414565), Shri Prithiviraj Harichandan (DIN: 01351097), Shri Venkatesan M (DIN: 07667728) and Shri Abhijit Biswas (DIN: 09419083) as the Non-official (Independent) Directors of CSL for a period of three years with effect from November 22, 2022.

Declaration and Meeting of Independent Directors

125. During the financial year 2021-22, 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. A separate meeting of Independent Directors was held during the financial year on March 16, 2022 which was attended by all the Independent Directors of the Company.

Details of Board Meetings held during 2021-22

126. Five Board Meetings were held during the year 2021-22 and the gap between two meetings did not exceed the statutory period. The dates on which the Board Meetings were held are as follows:

Sl. Board Date , No. Strength	No. of Directors present
1 June 11, 2021 5	5
2 August 10, 2021 5	5
3 November 11, 2021 5	4
4 February 10, 2022 11	10
5 March 16, 2022 11	10

127. For more details with respect to the Directors, Board and Committee meetings held during the year and attendance of these meetings, refer Corporate Governance Report which forms part of Directors'' Report.

Remuneration Policy/Evaluation of Board''s Performance

128. Cochin Shipyard is a Government of India company under the Ministry of Ports, Shipping and Waterways. Presently, the Directors of the Company are presidential appointees and their remuneration is fixed in accordance with the DPE guidelines. Accordingly, Article 21(a) of the Articles of Association of CSL states that, President 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. The Independent Directors evaluated the performance of the Board as a whole in a separate meeting of Independent Directors held on March 16, 2022.

Report of the Nomination & Remuneration Committee on Company''s Policy on Directors'' Remuneration

129. Presently, the remuneration of Board level appointees is determined in accordance with DPE guidelines. CSL at its 228th Board meeting held on December 14, 2016 adopted the Nomination and Remuneration Policy in compliance with the provisions of Section 178 of the Companies Act, 2013. CSL in its 241st Board meeting held on May 24, 2018 and further in its 245th Board meeting held on October 31, 2018 amended the Policy. The Policy is available in the website of the Company at https://cochinshipyard.in/ investor/investor_titles/68

Directors Responsibility Statement

130. Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and arrangements with related parties

131. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material. Your Directors draw attention of the members to Note 49 to the standalone financial statements which set out related party disclosures as per Indian Accounting Standard (Ind AS) 24. Further, Form AOC-2 has been placed at Annexure II as required under Section 134(3)(h) of the Companies Act, 2013.

Corporate Social Responsibility & Sustainable Development Committee (CSR & SD Committee)

132. The immediate past Independent Directors of CSL vacated their office with effect from July 15, 2020 on completion of tenure of their appointment prescribed by the Government of India. Therefore, due to the non-appointment of Independent Directors by the Govt. of India, CSL could not re-constitute the Committee with effect from July 15, 2020 till December 19, 2021. In the absence of CSR & SD Committee, CSR proposals were considered directly by the Board based on the recommendations of below Board level CSR Executive Committee.

133. However, CSR & SD Committee was re-constituted with effect from December 20, 2021, on account of appointment of Independent Directors on the Board of the Company. As on March 31, 2022, the Committee comprises of Shri Nahar Singh Maheshwari (DIN: 09419082), Non-official (Independent) Director as Chairperson, Smt. Amrapali Prashant Salve (DIN: 09415405), Non-official (Independent) Director, Shri Bejoy Bhasker (DIN: 08103825), Director (Technical) and Shri Jose V J (DIN: 08444440), Director (Finance) as members.

134. The Corporate Social Responsibility and Sustainable Development (CSR & SD) Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy can be accessed on the Company''s website at the link https://cochinshipyard.in/ investor/investor_titles/68

135. Cochin Shipyard started CSR activities in the year 201011 based on the guidelines issued by the Department of Public Enterprises (DPE) applicable to Government Companies. CSL has put in place an effective CSR Policy and implementation machinery. The CSR implementation machinery consists of three tier system; Tier I CSL Board, Tier II CSL Board Level CSR Committee consisting of four

members of the Board, chaired by an Independent Director and Tier III CSL CSR Executive Committee consisting of senior level executives across various departments of the Company.

136. During the year 2021-22, the Company could engage in meaningful CSR initiatives that received appreciation both within Kerala and also nationally.

137. The Company has spent H16.19 Crores against the target mandatory CSR spending of H16.17 Crores for the financial year 2021-22. "Health & Nutrition, with special focus on COVID related measures including setting up makeshift hospitals and temporary COVID care facilities" has been adopted as common theme for undertaking CSR activities by CSL for the year 2021-22.

138. The Annual Report on CSR activities is placed at Annexure III.

Audit Committee

139. As on March 31, 2022, the Audit Committee of CSL comprises of Shri Prithiviraj Harichandan (DIN: 01351097), Non-official (Independent) Director as Chairperson, Shri Ashok Sharma (DIN: 09414565), Non-official (Independent) Director and Shri Abhijit Biswas (DIN: 09419083), Nonofficial (Independent) Director as members. The immediate past Independent Directors of CSL vacated their office with effect from July 15, 2020 on completion of tenure of their appointment prescribed by the Government of India. Therefore, due to the non-appointment of Independent Directors by the Govt. of India, CSL could not re-constitute the Audit Committee with effect from July 15, 2020 till December 19, 2021. The Audit Committee was re-constituted on December 20, 2021, on account of appointment of Independent Directors on the Board of the Company. All recommendations of the Audit Committee were accepted by the Board of Directors. Particulars regarding the Audit Committee are provided under the section ''Board Committees'' in the Report on Corporate Governance.

Corporate Governance

140. The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. The Company complies with the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and also the Guidelines on Corporate Governance issued by the Department of Public Enterprises, subject to the below.

performance and reports. The Company has implemented an integrated ERP System (SAP) since July 2014 and upgraded the same to the latest version S/4HANA from April 2022, which is enabling better management control. SAP audit was conducted by M/s. KPMG for assessment and improvement of SAP utilisations.

146. Being a frontrunner in adapting to and leveraging digital technology for optimizing its procedures and operations, CSL had taken another step further in this direction by introducing Legatrix in 2018, a digitally enabled legal and regulatory compliance and support service interface. CSL is the first shipping sector PSU to implement this novel system for streamlining its legal and regulatory compliance requirement.

Statutory Auditors

147. M/s. Elias George & Co. (Firm Registration No. 000801S),

Chartered Accountants, Ernakulam were appointed as the Statutory Auditors of the Company by the Comptroller & Auditor General of India for the year 202122. The shareholders have delegated the power to fix the remuneration of Statutory Auditors to the Board and accordingly, the same has been fixed by the Board.

Auditors Report

148. M/s. Elias George & Co., Statutory Auditors have submitted their report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2022, on May 20, 2022. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

Comments of C&AG

149. The comments of the Comptroller and Auditor General of India under Section 143(6)(b) of the Companies Act, 2013 forms part of the Annual Report.

Cost Auditors

150. The Company maintains cost records with respect to its shipbuilding activities as required under Section 148(1) of the Companies Act, 2013. The Board has appointed M/s. BBS & Associates, (Firm Registration No. 00273), Cost Accountants, Kochi, as the Cost Auditors for conducting the audit of cost records of the Company for the financial year 2021-22. The remuneration of Cost Auditor for the financial year 2021-22 was ratified by the shareholders at the 49th AGM held on September 29, 2021.

141. During the year, the post of six Independent Directors including a Woman Director remained vacant up to November 2021 and consequently there were no statutory Committees. CSL being a government company, the power to appoint Directors vests with the Government of India and the Company had provided necessary intimations to the Administrative Ministry for filling up the post of Independent Directors including a Woman Director. The Ministry of Ports, Shipping and Waterways vide letter no. SY-11012/1/2016-CSL dated November 22, 2021 appointed six Independent Directors including a Woman Independent Director on the Board of CSL. Subsequently, the statutory Committees were re-constituted with effect from December 20, 2021. Further, the Company also submits its progress reports on corporate governance within 15 days from the close of each quarter to the Administrative Ministry viz., Ministry of Ports, Shipping and Waterways as recommended by the DPE in this regard. The Report on Corporate Governance forms part of the Directors'' Report.

Management Discussion and Analysis

142. A separate section ''Management Discussion and Analysis Report'' has been included in the Annual Report and the same forms part of the Directors'' Report.

Internal Financial Controls

143. The Company has in place adequate internal financial controls with reference to financial statements. During the financial year 2021-22, the Company had engaged M/s. Varma & Varma, Chartered Accountants for reviewing and installing adequate Internal Financial Controls and to ensure proper and adequate systems for compliance with the provisions of all applicable laws. Such controls were tested and no reportable material weakness in the design or operation was observed.

144. In order to provide for functional autonomy, the Company has a system wherein financial powers of the Board of Directors are delegated to the CMD. These powers are further sub-delegated to officers at various levels for smooth and efficient day to day functioning. An independent internal audit mechanism is in place for conducting extensive audit of various operational and financial matters. C&AG conducts proprietary audit.

145. During the year 2021-22, the Board of Directors/ Audit Committee examined internal/ statutory audit observations and provided guidance based on the same. The Board of Directors/ Audit Committee also looked into the internal control system, Company procedures and internal audit

Secretarial Auditor

151. The Board has appointed M/s. Mehta & Mehta, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31,2022 is placed at Annexure IV.

152. The Secretarial Auditors in their Report observed the following viz., non-compliance with respect to the Minimum Public Shareholding (MPS) requirements, nonappointment of Independent Directors including a Woman Director on the Board of CSL and the consequent noncompliances including, non-constitution of statutory committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. Further, the details with respect to the fines imposed by the stock exchanges viz., BSE Limited ("BSE") and National Stock Exchange Limited ("NSE") on account of the said non-compliances have also been included in the Secretarial Audit Report.

153. The explanation of the Board to the observations in the Secretarial Audit Report is given below:

As per Article 21(a) of the Articles of Association of the Company, the Directors on the Board of the Company are appointed by the President of India through the Administrative Ministry viz., Ministry of Ports, Shipping and Waterways (MoPSW). The MoPSW vide their letter No. SY-11012/1/2016-CSL dated November 22, 2021, appointed six Independent Directors including one Woman Director on the Board of CSL for a period of three years from November 22, 2021. Subsequently, all the statutory Committees were re-constituted with effect from December 20, 2021.

With respect to the non-compliance with the Minimum Public Shareholding (MPS) requirements, the Company is already having 27.14% public shareholding. However, the SEBI''s observation was that the attainment of MPS as above was not through the methods of disinvestments notified by SEBI.

As per the Government of India (Allocation of Business) Rules 1961, all matters relating to Management of Central Government investments in equity (including disinvestment of equity in CPSEs) are vested in Department of Investment and Public Asset Management (DIPAM) under the Ministry of Finance. The power to sell the equity shares of the Promoter to attain the MPS is vested in the Department of

Investment and Public Asset Management (DIPAM) under the Ministry of Finance.

The Company vide its letter no. SEC/395/2018-II dated July 20, 2020 had intimated the requirement of achieving the Minimum Public Shareholding (MPS) in the manner prescribed by SEBI to the Administrative Ministry and DIPAM and a follow up letter was also forwarded on July 09, 2021, December 01,2021 and March 15, 2022.

CSL has made representations to the stock exchanges for waiver of fines imposed for the above non-compliances and the reply is awaited.

Internal Auditor

154. The Board has appointed M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Kochi, to conduct Internal Audit for the financial year 2021-22.

Annual Return

155. The annual return of the Company as required under Section 92(3) of the Companies Act, 2013 is available in the website of the Company at https://cochinshipyard.in/ investor/investor_titles/55

Investor Services

156. The shares of the Company are listed in BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"). CSL has paid listing fees to BSE and NSE on time. Link Intime India Private Limited are the Registrar & Transfer Agents in respect of these equity shares. The tax free bonds issued by the Company in 2013-14 are fully dematerialized with both the depositories, NSDL and CDSL. These bonds are listed on Wholesale Debt Market ("WDM") segment of BSE. CSL has paid the listing fees to BSE on time in respect of these bonds. Link Intime India Private Limited is the Registrar & Transfer Agents and SBICAP Trustee Company Limited is the Debenture Trustees in respect of these bonds.

Vigilance

157. The Vigilance Department of Cochin Shipyard Limited performs various activities with regard to preventive and pro-active vigilance, undertakes investigation in cases related to punitive vigilance and conducts surveillance

and detection initiatives. Vigilance department strives to ensure transparency, equity and competitiveness in ail procurement. Important CVC guidelines are discussed with Heads of Departments for its strict compliance. Emphasis was given to vigilance sensitization among the officers and supervisors for preventive vigilance.

158. Vigilance Department of Cochin Shipyard Limited is headed by full-time Chief Vigilance Officer, Smt. S. Uma Venkatesan, IRS. The Department also includes Vigilance Officer Shri K. R. Venugopalan (DySP, Kerala Police, on Deputation), two officers of CSL and two supporting staff.

159. Various systemic improvements recommended by the Vigilance department were implemented by the management during the year. Chief Technical Examiner, CVC type inspections were carried out on select major woks/ procurements in Civil department and Ship Repair division and reports sent to Chief Technical Examiner, CVC. Various contracts and audit reports were monitored during the year.

160. Vigilance sensitization programmes during the Vigilance Awareness Week was observed in a befitting manner as directed by the Commission strictly in compliance with COVID-19 protocol. Training sessions were conducted for the officers of CSL in two batches on the subject "Preventive Vigilance" on October 27 and 28, 2021. Essay competitions, slogan competitions and drawing competitions were conducted for employees and wards of CSL through online mode.

161. Vigilance department monitored the selection process of candidates for certain posts. Further, Vigilance department has also conducted surprise/periodic inspections in various areas of operations and suggested corrective actions wherever necessary. All reports to the Central Vigilance Commission are submitted in time and no reference is pending with CVC.

Right to Information Act

162.In order to promote transparency and accountability, your Company has implemented the provisions of the Right to Information (RTI) Act, 2005 in its true letter and spirit and an appropriate mechanism has been set up in the Company with a dedicated centralised RTI Cell to provide information to the citizens under the provisions of this Act. All the RTI requests and the appeals received both online and offline during the year 2021-22 have been processed and information was provided in a time bound manner as stipulated in the Act.

163. There have been no instances of non-compliance by the Company. No penalties or strictures were imposed on the Company by any statutory authority during the last three years with respect to RTI.

Vigil Mechanism

164. The Cochin Shipyard Vigil Mechanism and Whistle Blower Policy of CSL adopted by the Board of Directors at their 228th Meeting held on December 14, 2016 was functioning as the Vigil Mechanism of CSL. Further, in line with the guidelines on Corporate Governance for Central Public Sector Enterprises issued by the Department of Public Enterprises, CSL had adopted Fraud Prevention and Detection Policy at the 214th Board Meeting held on September 16, 2014. Since the larger objective of both policies was similar, CSL adopted a combined policy viz., Whistle Blower and Fraud Prevention Policy at the 252nd Board Meeting held on November 12, 2019. The Whistle Blower and Fraud Prevention Policy of CSL is available at the link https://cochinshipyard.in/investor/investor_titles/68

Details of frauds reported by Auditors under Section 143

165. Nil.

Particulars of loans, guarantees or investments

166. During the year under Report, the 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; and

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, except as stated below:

Name of the Company	Description of Investment	Amount (J Crores)
Hooghly Cochin	Unsecured	31.00
Shipyard Limited	Redeemable Non-Convertible Debentures
Udupi Cochin	Unsecured	10.00
Shipyard Limited	Redeemable
(Formerly	Non-Convertible
Tebma Shipyards Limited)	Debentures

Material changes and commitments

167. No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year of the Company and the date of this Report.

Details of change in nature of business

168. There has been no change in the nature of business of the Company during the year under report.

Deposits

169. Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

Secretarial Standards

170. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Significant and Material orders

171. No significant and material orders were passed by the regulators or any courts or tribunals impacting the going concern status of the Company and affecting its operations.

Business Responsibility Report

172. The Securities and Exchange Board of India (SEBI) has mandated inclusion of Business Responsibility Report ("BR Report") as part of the Annual Report for top 1000 listed entities based on market capitalization vide Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. SEBI has also prescribed

a format for BR Report. It also contains a list of nine key principles and various core elements under each principle to assess compliance with environmental, social and governance norms. The Company''s BR Report for the year forms part of the Annual Report.

Acknowledgement

173.The Board of Directors are extremely thankful for the continued patronage and support extended by the Hon''ble Union Minister for Ports, Shipping and Waterways and all officials of the Ministry of Ports, Shipping and Waterways. The Board would also like to express their grateful appreciation for the support and co-operation from various offices of the Government of India, Government of Kerala, Government of West Bengal, Government of Maharashtra, Andaman and Nicobar Administration, various local bodies, the Comptroller & Auditor General of India, Statutory Auditors, Secretarial Auditors, Cost Auditors, Internal Auditors, Suppliers, Sub-contractors, Company''s Bankers and our valued customers. The Board also places on record its appreciation for the contribution and support extended by all employees of Cochin Shipyard Limited and its subsidiaries. Your Directors express their appreciation and gratitude to all the shareholders/investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board of Directors

Madhu S Nair

Kochi Chairman & Managing Director

May 24, 2022 DIN: 07376798

---

Mar 31, 2018

Dear Shareholders,

1. The Directors have pleasure in presenting the 46th Annual Report of your Company along with the audited financial statements for the year ended March 31, 2018.

Financial Performance

2. The performance of Cochin Shipyard Limited (CSL) continued to be good during the year 2017-18. In spite of the continued global down-turn in shipbuilding industry, the turnover for the year was Rs.2355.12 crores as compared to Rs.2058.87 crores in the year 2016-17. The Profit Before Tax was Rs.604.86 crores as against Rs.493.40 crores in the previous year. The net profit was Rs.396.75 crores as compared to Rs.321.55 crores for the previous year. This performance is creditable considering the continuing recessionary conditions in the shipping and ship building sector.

3. The authorised share capital of the Company is Rs.2,50,00,00,000 divided into 25,00,00,000 equity shares of face value of Rs.10 each. The paid up share capital of the Company is Rs.1,35,93,60,000 divided into 13,59,36,000 equity shares of face value of Rs.10 each. CSL went in for an IPO in August 2017, which consisted of public issue of 3,39,84,000 equity shares of face value of Rs.10 each. In consequence of the IPO, the post issue paid up equity share capital of CSL increased from Rs.1,13,28,00,000 (pre-issue) to Rs.1,35,93,60,000 (post issue). The Company was listed in BSE & NSE on August 11, 2017.

Financial Highlights

(Rs. in Crs)

Sl No	Particulars	2017-18	2016-17
(i)	Gross Income	2544.28	2217.50
(ii)	Profit before finance cost, depreciation & tax	653.78	542.45
(iii)	Finance costs	11.41	10.54
(iv)	Depreciation & write off	37.51	38.51
(v)	Profit Before Tax	604.86	493.40
(vi)	Provision for tax (Net)	208.11	171.85
(vii)	Net profit	396.75	321.55

Dividend

4. As per Office Memorandum F.No.5/2/2016-Policy dated May 27, 2016 issued by Department of Investment and Public Asset Management (DIPAM), every CPSE have to pay a minimum annual dividend of 30% of PAT or 5% of the net-worth, whichever is higher. Accordingly, your Directors are pleased to recommend a dividend of Rs.12/- per share on the 13,59,36,000 fully paid Equity shares of Rs.10 each. The total outgo for dividend and dividend tax would be approximately Rs.196.65 crores. No unclaimed dividend (previous years’) is due to be transferred to the Investor Education and Protection Fund (IEPF).

Dividend Distribution Policy

5. As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top five hundred listed entities shall formulate a dividend distribution policy. Accordingly, dividend distribution policy has been adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders and/or retaining the profit into the business. The policy is enclosed as Annexure 1 to the this report and is available on the CSL’s website at https://www.cochinshipyard.com/links/Dividend%20 Distribution%20Policy.pdf

Transfer to Reserves

6. During the year an amount of Rs.2.88 Crores was transferred to Debenture Redemption Reserves in terms of Section 71(13) of the Companies Act, 2013. As on March 31, 2018, the Company has Reserves and Surplus amounting to Rs.3119.93 crores which reflects the inherent financial strength of the Company.

Contribution to Exchequer

7. The total contribution made during the year by way of Value Added Tax, Income Tax, CST, Customs Duty, Service Tax, GST and Dividend Tax was Rs.357.49 Crores.

Shipbuilding

8. The Company achieved a total shipbuilding income of Rs.1731.86 crores during 2017-18 as against Rs.1515.82 crores in 2016-17. During the year 2017-18, the yard completed the delivery of two Double ended Ro-Ro vessels for Kochi Municipal Corporation. The yard completed various major milestones on the projects which are under construction such as keel laying and launching of SH 20 - Technology Demonstration Vessel (Special Purpose Vessel), steel cutting and keel laying of SH 21 and SH 22 - 500 pax vessels, steel cutting and keel laying of SH 23 and SH 24 - 1200 pax vessels and steel cutting for 16 nos. fishing vessels. Indigenous Aircraft Carrier (IAC) project progressed satisfactorily. Machinery outfitting of engine room and installation of 415 volt power generation and distribution system was completed. 3D modelling of major ship systems upto flight deck was also completed. Trials of DG sets 1 and 5 were completed successfully. Critical AFC equipment was received at the Yard. Phase 3 contract is expected to be concluded in the current financial year.

Shiprepair

9. During the year, the Company achieved a total ship repair income of Rs.623.27 crores as compared to Rs.543.05 crores during the financial year 2016-17. Major vessels repaired during the year include INS Shakti, INS Nireekshak, INS Airavat, INS Sujata, INS Sutlej, M V Sagardweep - II, M V Kalighat, M V Bharat Seema, WSV Samudra Nidhi, DCI Dredge XIX etc. Also, after a long interval, CSL has started refit of Offshore Drilling Vessels by undertaking ongoing refit of MODU Sagar Bhushan from ONGC during the year.

Shipbuilding Order Book Position

10. The order book position as on March 31, 2018 is as follows:-

Vessel Type	Nos
Indigenous Aircraft Carrier for the Indian Navy, P-71	01
Technology Demonstration Vessel (Special Purpose Vessel) for DRDO	01
500 passenger cum 150 MT cargo vessel for A&N Administration	02
1200 passenger cum 1000 MT cargo vessel for A&N Administration	02
Tuna Longliner Cum Gil netter Fishing Boat	03

Expansion Projects

11. Details of major projects and initiatives taken up during 2017-18 are as follows:

i) International Shiprepair Facility (ISRF) at Cochin Port Trust

CSL continued to operate the dry dock & existing facilities in the leased area (first phase) at CoPT.

Dry dock repair of ten vessels have been completed during the financial year 2017-18. Meanwhile, CoPT had allotted the second phase land area (8.134 ha) to CSL in the month of November 2017. Ministry of Environment, Forests & Climate Change had issued Environmental & CRZ clearance for the ISRF project on June 22, 2017. CSL had awarded the construction contract for civil, mechanical & electrical works on October 10, 2017. Honourable Union Minister of Shipping, Shri Nitin Gadkari laid foundation stone for the ISRF project on November 17, 2017. Since then, the construction activities of the project had commenced. CSL expects to position Kochi as a major ship repair hub with major operations in the present ship repair dock coupled with increased capacities that would be available when the ISRF is commissioned.

ii) New Dry Dock Project

The new Dry Dock will enable the Company to build and repair specialised and technologically advanced large vessels such as LNG vessels, larger aircraft carriers, drill ships and dry-dock repairs of semi-submersibles, jack-up rigs, etc.

Subsequent to the receipt of all statutory clearances for the Dry Dock project, letter of acceptance was issued for the construction (Civil, Mechanical and Electrical) on April 27, 2018. Tendering for the 600 T Gantry crane is also under progress.

iii) Joint Venture with Hooghly Dock and Port Engineers Ltd. (HDPEL)

The Ministry of Shipping vide letter No. SY-11018/1/2010- HDPE dated March 29, 2017 approved the formation of joint venture partnership between Cochin Shipyard (74% stake in equity) and HDPEL (26% stake in equity) for upgradation and modernization of shipbuilding infrastructure at the two shipyard sites of Salkia and Nazirgunge in Kolkata. On October 23, 2017 a joint venture company named Hooghly Cochin Shipyard Ltd. (HCSL) has been incorporated as a subsidiary company of Cochin Shipyard. The Company executed shareholders agreement on November 17, 2017, and concession agreement and lease agreement were executed on January 19, 2018. The consultancy work for DPR is awarded to M/s. KITCO. HCSL being in the project implementation stage has reported a nonoperating income of Rs.18.57 lakh and a loss of Rs.37.07 lakh during the financial year 2017-18.

A separate statement containing the salient features of the financial statement of Subsidiaries/ Associates/Joint Venture Companies in Form AOC - 1 pursuant to provisions of Section 129 (3) of the Act, is attached along with the financial statements.

iv) New Initiatives

CSL has entered into an MOU with the Mumbai Port Trust on January 11, 2018 for operations and management of ship repair facility at Indira Dock. CSL shall utilize the facilities for the purpose of ship repair and allied services and for further expansion in the field of ship repair. Similar MOU has been signed with Kolkata Port Trust on March 17, 2018 for operations and management of ship repair facility at Netaji Subhas Dock. CSL shall utilize the facilities for the purpose of ship repair and allied services and for the growth of ship repair in the region.

CSL signed an MOU with Central Institute of Fisheries Technology on August 30, 2017 for building fishing vessels. The Company also signed an MOU with Joint Stock Company United Shipbuilding Corporation (USC), Russia, on February 02, 2018 to collaborate and engage in design, development and execution of high-end ‘state of the art’ vessels for inland and coastal waterways. Another MOI was signed on January 18, 2018 with Defence Research and Development Organisation (DRDO) for export of Defence vessels incorporating Defence systems developed by DRDO and produced by Indian OEMs. CSL signed contract on January 29, 2018 for construction of 16 nos Tuna Long Lining & Gillnetting Fishing Vessels under the diversification of trawl fishing boats from palk bay into deep sea fishing boats under Central sector on Blue Revolution Scheme with financial assistance from Government of India and the Government of Tamil Nadu.

Initial Public Offer

12. CSL’s Initial Public Offer of 3,39,84,000 equity shares of face value of Rs.10 each was opened on August 01, 2017 and closed on August 03, 2017. CSL listed in BSE and NSE on August 11, 2017. The company has raised Rs.1,442 crores from the IPO which has been a combination of fresh issue and offer for sale in the ratio of 2:1. The IPO was subscribed by over 75 times with more than 1.11 lakh crore being raised against the offer of Rs.1,442 crores. The Issue also saw a strong interest from retail segment with about 20 lakh applications, the highest in the last decade. The QIB portion was subscribed over 63 times and the HNI portion was subscribed by 287 times. Overall there were very positive market sentiments towards the IPO.

13. The proceeds of the fresh issue part of the IPO, totaling approx. Rs.961 crores will be used by CSL for part funding two expansion projects costing Rs.2768 crores viz. a larger dry dock at CSL premises and the ISRF. Balance amount of Rs.481 crores has been transferred to Government of India for Nation building.

Utilisation of IPO Proceeds

14. Details of utilization of funds from proceeds of IPO as on March 31, 2018 is given below:

Rs. Crs

Particulars
Proceeds from Initial Public Offer (IPO)		961.95
Less: Amount estimated towards IPO expenses (Company’s share)		20.26
Net IPO proceeds		941.69
Add interest amount reinvested		13.90
Total proceeds plus interest		955.59
Less utilisation of proceeds for:
General Corporate Purpose (GCP)	99.56
Construction of New Dry Dock	3.31
ISRF	11.42	114.29
Fund balance as on March 31, 2018		841.30
Parking of funds in Fixed Deposits	841.27
Parking of Funds in Current Accounts	0.03
Parking of funds as on March 31, 2018		841.30

Manpower Status

15. The manpower strength of the company as on March 31, 2018 was 1781 consisting of 331 executives, 167 supervisors and 1283 workmen.

Industrial Relations

16. Industrial Relation scenario of the Company remained generally cordial during the year. The Company continued the legacy of strike free period of last 33 years except one day strike on April 28, 2017 called by all the trade unions to protest against the disinvestment of Cochin Shipyard Limited through the Initial Public Offer of its equity shares. However, post IPO the issue has not been raised by the trade unions and the Industrial Relations climate has been generally peaceful in this respect.

17. All employees continue to render whole hearted support and co-operation to the management initiatives and targets set by the Company. The critical milestone in the industrial relations journey of any organisation is chalking out most reasonable and acceptable Long Term Settlement (LTS) for its employees. As far as the workmen under the Industrial Disputes Act 1947 are concerned, their next LTS is due for revision with effect from April 01, 2017. All recognised trade unions of the Company have submitted their charter of demands for the new LTS. Company has started negotiating with the recognised trade unions on the said charters of demand subject to the broad framework of guidelines issued by the government through the Department of Public Enterprises. As regards the Board level and below Board level officers and non-unionised supervisors, presidential orders have been issued for their pay revision effective from January 01, 2017 and valid upto December 31, 2027 (the pay revision orders in respect of these categories of employees have been implemented).

18. Various fora constituted towards promoting workers’ participation in management, continue to function well. They are joint councils, shop council, central safety committee, shop level safety committees, contract workers safety committee, canteen management committee, employees’ contributory provident fund trust etc.

19. Employees and their dependents welfare and wellbeing are well taken care through various voluntary schemes like Employees Medical Assistance Scheme, Employees Pension Scheme, Shipyard Pariwar Prathibha Puraskar Scheme, Employees Educational Assistance Scheme etc.

Human Resource Development

Learning and Development activities during 2017-18

20. The syllabus based comprehensive training programme titled “Young Officers Competency Development Programme” covering young managers upto the level of Deputy Managers started during the last financial year continued this year also. During the current financial year a total of 47 sessions were held over five modules and the first batch consisting of 24 executives have since completed the training. A second batch comprising of 25 executives have commenced training. The faculty for this programme is primarily drawn from in-house talent as well as retired executives. The programme focuses in detail on all technical matters pertaining to Ship Building and Ship Repair and topics of relevance in other non technical areas. As part of facilitating knowledge transfer, a structured training programme for workmen in the trades of welder, pipe fitter, structural & engineering fitters and electrical covering 229 workmen was held during the year. The detailed syllabus for training of the workmen in various trades was prepared by a pool of retired employees of the yard. This structured programme aims to facilitate skill development of the new employees and make them capable of handling the challenges at work site. Apart from this in-house development programme, an exclusive skill development programme for pipe fitters under the Strategic Manufacturing Sector Skill Council (SMSSC) Scheme had been conducted and 18 participants mostly workmen drawn from the sub-contract pool of workmen in CSL and trainees had attended.

21. Executives at all levels were nominated to attend specific management development programmes at IIMA, IIMK, IIMC. Executives have also been nominated to NIAS-IISC. As part of a continuous learning and development five customized management development programmes were held in association with the Indian Institute of Management (IIMK), Kozhikode. CSL has also entered into specific MOUs with CUSAT and faculty support is extended by CSL for Naval Architecture course conducted. Two comprehensive one week programmes on “General Management” were conducted at the IIMK main campus covering 48 executives up to the level of AGMs. Three day programmes were conducted at IIMK Kochi campus covering 75 executives on communication effectiveness, contract management and finance for non finance managers etc. Further, sixteen in-house programmes were conducted in CSL on a wide range of topics ranging from GST updation to vigilance sensitization. The prominent technical programmes conducted in-house include joint programme by M/s. NIRDESH, Kozhikode and experts from the Indian Navy, NPOL and BHEL on “Warship inspection, tests and trials”, programme on “QC Inspection” conducted by renowned classification society, M/s. Indian Register of Shipping (IRS) and “Technical MDP on Ship Structures-Strength, Fabrication and Distortion Control by M/s. Asranet, UK and professors from IIT (Kharagpur). A total of eight executives were nominated for specialized international programmes in Japan/Europe ranging from three to four weeks for both technical and management development programmes. The topics include Energy Management, Quality Management, Project Management, Leadership and Problem Solving Techniques. A Technical Management Development programme on Passenger Ships by LRS with special emphasis on SRtP requirements was conducted with the participation of representatives from DGS, Design consultant M/s SEDS and CSL.

Encouraging Leadership

22. In order to encourage and motivate young executives for higher learning a scheme called “Nethruthwa Samvriddhi Yojana - Leadership Acceleration Programme (LEAP) has been launched. Under this scheme three executives have been granted study leave for two years to pursue post graduation from leading national level institutes (IITs/ NITs etc). The core benefit under the scheme is not only a grant of study leave for two years, but reimbursement of tuition fees upto Rs.10 lakhs in instalments after they come back and join for duty.

Educational Scholarships to Wards of Employees

23. ”Shipyard Pariwar Prathibha Puraskar”, an educational scholarship scheme introduced from the year 2016 aims to reward and promote the star performers among the wards of regular employees of CSL. A scholarship of Rs.25,000/- per year for a maximum period of 5 years shall be bestowed in the order of highest marks scored by the wards in Class XII final examination. During the year 2017-18, 20 eligible students have been granted scholarship under the said scheme.

Recognising Excellence

24. CSL has introduced the Employee Excellence Awards Scheme envisaging reward and recognition of innovative ideas and practices among the employees below the level of AGMs. The highest award under the scheme is Chairman’s award with a citation and cash price of Rs.15,000/-. There are also 10 Chairman’s commendations award with a citation and Rs.2000/each as cash price. The awards are presented to the winners on the occasion of Independence Day and Republic Day celebrations every year to the permanent employees while fixed term contract employees and advanced trainees are honoured during the valedictory ceremony of “Productivity Month Celebrations” or on “Safety Day” etc. In 2017-18, 47 permanent employees and 16 contract personnel/trainees have been honored with Chairman’s commendation which carries Rs.2,000/- cash prize.

Encouraging Thought Provoking Ideas

25. The talk series ‘Prajyoti’, where eminent personalities who have excelled in their professional field share their thoughts with the executives of CSL continued. During the year, two such talk sessions were held. Apart from the above, prominent persons also addressed a gathering of executives on procurement, procedures and policies. Experts from Lloyd’s Register of Shipping, UK also addressed a select gathering of executives.

Professional Assessments

26. During the year, an agency has been awarded the work for conducting executives’ Assessment Development Centre (ADC) and creation of Individual Development Plans (IDPs) for Succession Planning. The scope of work includes identification and validation of leadership and role based competencies for 17 key roles of CSL and also drawing up an Individual Development Plan for a group of 70 executives in the grades of Manager/ Senior Manager.

Training

27. During the year, the Company has also trained 205 ITI trade apprentices, 71 engineering graduates, 71 diploma holders and 03 vocational trainees under the Apprentices Act. Under the Company scheme, specialised training primarily in the technical streams was extended to 600 Trainees. The Company during the year had also inducted 5 executive trainees for one year training. The Marine Engineering Training Institute approved by the Director General of Shipping, Govt. of India provided training to 130 engineering cadets during the year to enable them qualify for marine engineering jobs onboard vessels.

Status on affirmative action to implement Presidential directives on reservations

28. Cochin Shipyard has been strictly complying with the Presidential directives and guidelines on reservation for Scheduled Caste (SC)/ Scheduled Tribes (ST)/ Other Backward Classes (OBC) and Persons with Disabilities (PWD) issued by the Government of India from time to time. Shipyard has appointed a Liaison Officer for SC/ST/PWD/Ex - Servicemen and a separate Liaison officer for OBCs to oversee the implementation of reservation policies. Reservation percentage is ensured through the maintenance of Post Based Roster System as prescribed by the Government of India. During the year, training was imparted exclusively for employees belonging to these categories. Three executives belonging to SC/ ST category were deputed for training abroad. Regular meetings with the associations of the employees belonging to these categories were conducted to discuss and redress their grievances. Pursuant to Government orders, special recruitment drive was resorted during the year for filling up of vacancies reserved for Persons with Disabilities and out of 15 vacancies notified four candidates were selected. In order to support employees belonging to the SC/ ST/OBC/PWD employees who fall under the zone of consideration for promotion, special crash courses were arranged with the aid of expert external faculty on the topics of leadership, conversational English and other soft skills. As directed by Govt. of India under the Accessibility India Campaign, accessibility audit for PWD was carried out by an accredited agency M/s. Ekansh Trust, Pune. Further improvements in this regard have also been carried out.

Representation of SC/ST employees

29. The representation of SC and ST employees in various groups of posts as on March 31, 2018 is given under:

Category	CSL’s Total Strength	SC	ST
Group A	266	41	12
Group B	126	21	8
Group C	775	104	15
Group D	614	81	10
Total	1781	247	45

Note: Against the total of 383 apprentices, 97 i.e, 25% belong to SC/ST community which is well above the statutory requirement.

Representation of OBC employees

30. The representation of OBC employees in various groups of posts as on March 31, 2018 is given under:

Category	CSL’s Total Strength	OBC
Group A	266	63
Group B	126	12
Group C	775	255
Group D	614	343
Total	1781	673

Representation of minority employees

31. The representation of minority employees in various groups of posts as on March 31, 2018 is given under:

Category	CSL’s Total Strength	Minority
Group A	266	82
Group B	126	33
Group C	775	222
Group D	614	163
Total	1781	500

Representation of Persons with Disabilities employees

32. The representation of Persons with Disabilities in various groups of posts as on March 31, 2018 is given under:

Category	CSL’s Total Strength	PWD
Group A	266	2
Group B	126	9
Group C	775	24
Group D	614	23
Total	1781	58

Provision for safeguard of women

33. The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder are strictly complied with. An Internal Complaints Committee has been constituted in accordance with the Act chaired by a senior woman executive. The Committee did not receive any complaint during the year 2017.

Welfare assistance for the care of differently abled children

34. A monthly welfare assistance of Rs.4,500 has been extended to all employees for taking care of their differently abled children. In addition, they have also been allowed grant of special leave/time off for a maximum of five days in a year.

Integrated Management System (IMS)

35. Cochin Shipyard continued to be an IMS compliant company encompassing ISO 9001:2008 (Quality Management System), ISO 14001:2004 (Environmental Management System) and OHSAS 18001: 2007 (Occupational Health and Safety Management System). CSL will be upgrading its Quality Management system and Environmental management systems to the latest ISO 9001:2015 and ISO 14001:2015 respectively by September 2018.

Facility Upgrade and Capital Expenditure

36. The total capital expenditure incurred in 2017-18 amounted to Rs.157.10 crores. This related to Renewals and Replacements, Modernization and Expansion, Dry Dock, ISRF, Research & Development projects, infrastructure for IAC etc.

Implementation of Official Language Policy

37. In pursuance of sub rule (4) of rule 10 of the Official Language (Use for the Official Purposes of the Union) Rules, 1976, Government of India have notified, in the Gazette of India, that 80% of ministerial staff of the Company have acquired working knowledge/ proficiency in Hindi.

38. Late Shankar Dayal Singh Memorial Award Scheme was introduced in CSL during 2013 as per directions from Ministry of Heavy Industries and Public Enterprises. This year the award was given to Smt. Priya A R, Junior Commercial Assistant. Incentive scheme for doing original work in Hindi has been made more attractive with a view to encourage employees to do more work in Hindi.

39. As per the instructions from Hindi Salahkar Samiti of Ministry of Shipping, essay writing and ‘What picture says’ competitions in Hindi were organized by the Company in connection with Hindi fortnight celebrations in which primary, high school and higher secondary students of schools in Kochi participated.

40. Various competitions in Hindi were organized in connection with Hindi fortnight celebrations 2017 for employees, children of employees and trainees of CSL. As part of implementation of Official Language Policy of Govt. of India, CSL observes first Wednesday of every month as Hindi Day. Four Hindi workshops were organized in the year 2017-18 in which a total of 101 employees participated. Spoken Hindi classes were organised in three batches in which 67 employees participated. Ninth issue of Hindi house journal, ‘Sagar Ratna’ was released during this year.

41. Committee of Parliament on Official Language visited on November 09, 2017.

42. Joint Hindi fortnight celebrations were organized from November 16 to November 30, 2017 under the auspices of Kochi TOLIC. 14 employees attended various competitions organized in this connection. Out of the above 8 employees won prizes.

Particulars of employees and related disclosures

43. In accordance with Ministry of Corporate Affairs notification no. GSR 463(E) dated June 05, 2015, Government Companies are exempt from Section 197 of the Companies Act, 2013 and its rules thereof.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

44. Details are placed at Annexure-2. The Company’s major initiative in the conservation of energy was installation of solar panels on the rooftop of various buildings inside CSL premises. The programme was commenced from the financial year 2013-14. Till date solar power plant having capacity of 535 KW has been commissioned and the power generated from solar panels is 15.05 lakhs unit as on March 31, 2018.

Risk Management

45. CSL has adopted a comprehensive Risk Management Policy at the 214th meeting of the Board of Directors held on September 16, 2014. The purpose of this policy is to put in place a comprehensive risk management system consisting of a defined process of risk management and methodology of identification, assessment, response, monitoring and reporting of risks. The policy would provide the management and Board of Directors an assurance that key risks are being properly identified and effectively managed.

46. As per the policy, CSL Board at the helm will review the risk management system in CSL. The Board shall discharge its responsibility of risk oversight by ensuring the review at periodical intervals. Board may also delegate to any other person or committee the task of independently assessing and evaluating the effectiveness of the risk management system. The CSL management comprising of CSL Board level and below Board level executives has been entrusted with the implementation of the risk management process. In this respect Risk Management Committees (RMC) and Risk Management Steering Committees (RMSCs) have been constituted to implement the policy in CSL. The Audit Committee and the Board of Directors review the risk management process and policy. The Yard’s product mix comprising of Defense and commercial shipbuilding and shiprepair gives the Company a natural hedge against market risk.

Research and Development (R&D) Activities

47. R&D policy of CSL is to enhance the company’s preeminence in Shipbuilding, Shiprepair and other chosen fields and products through Research and Development. In-house R&D activities have been undertaken during the year 2017-18 in the areas of welding procedure development and qualification of welders.

48. Welding of lower thickness plates using one side welding process is a specialised method. Capability building in above area is of paramount importance to yard. In the above context, Weld Procedure Development (WPS) has been undertaken in-house for welding of lower thickness plate of high strength steel (AH 36) of 10 mm thickness using one side welding process employing twin wire with copper backing. The procedure has been validated by ABS Classification society and welder has been qualified for performing the welding process.

Health, Safety & Environment (HSE)

49. CSL places HSE as one of its core value in operations considering the character of the industry. In order to strengthen the HSE awareness levels among the workforce new initiatives such as HSE briefings, issuing of HSE alerts and same as part of the tools box talks was implemented. CSL understands safety is a line function and it should be managed by everyone in their domain. In the year 2017-18 providing refresher safety training to contractors’ workmen was our focus area. The Company constantly strives to create and maintain HSE awareness to our employees and subcontractors’ workmen through various in-house and onsite training programmes including employees in the category of person with disability.

50. HSE performance for the last 3 calendar years is tabulated below:

Category	2015	2016	2017
Fatal	0	0	0
Reportable accidents	6	7	2
Non Reportable Accidents	137	148	100
Number of Permanent Total Disability	0	0	0
Frequency Rate (Reportable accidents in one million man hours)	0.63	0.68	0.20

Fire Incident in MODU Sagar Bhushan

51. ”Sagar Bhushan”, Mobile Offshore Drilling Unit of ONGC (MODU Sagar Bhushan) arrived at Cochin Shipyard Limited on December 07, 2017 for repairs and the vessel was dry-docked on January 12, 2018. The vessel was scheduled to be undocked on February 28, 2018. This vessel was built in the year 1987 at Hindustan Shipyard Limited and had undergone repairs at CSL many times before and the last repair work by CSL on the vessel was in the financial year 2007.

52. On February 13, 2018, there was fire incident in the forward area of the vessel Sagar Bhushan. It was an explosion near the AC compartment in the forward area of the ship. The Fire Tender and the ambulance of CSL immediately rushed to the starboard side area of the vessel. The Fire Tenders from the Indian Navy and Kerala Fire Force also reached the site immediately. The rescue operation was carried out by CSL firemen, safety personnel and the other employees led by the Senior Management team including C&MD. 12 persons were taken out and sent to the hospital, of which 5 of them succumbed to injuries including one permanent employee of CSL. 4 persons were admitted to the hospital and 3 persons were given first aid at hospital and discharged on the same day itself. In addition to the above, two more persons who participated in the rescue operations were admitted to the hospital for reported giddiness or suffocation on the next day of the incident, but discharged on the same day. Information of the incident was reported to all authorities as mandated under the statutory provisions. The Hon’ble Finance Minister of Kerala visited the yard and also the families of the victims on the day of the incident at the behest of the Hon’ble Chief Minister of Kerala.

53. An internal enquiry was conducted on the incident and it was concluded that it was caused due to a momentary explosion of high impact that occurred in the air conditioning compartment. The enquiry revealed that the cause of the incident was a human error and was not due to any systemic failure. In the aftermath of the incident CSL has decided to introduce automatic closing valves in each of fuel gas hoses. Storage and distribution system of industrial gases in the Yard has been reviewed. Vessel man entry system has been strengthened on all ships and the frequency of gas monitoring has been increased in all confined spaces onboard vessels. Various other actions to tighten existing systems and to have a much higher level of safety culture amongst all stakeholders are underway. A detailed audit has been undertaken by an eight member specialist team from the Department of Factories and Boilers, Government of Kerala and their recommendations have been implemented substantially. All such actions have the full involvement and understanding of all employees, contractors, contract workmen, trainees etc.

54. CMD and Senior Management team visited the family of the deceased and assured them of full support. Considering the hardship being experienced by the kith and kin of the deceased and to meet the immediate penury of the families of the deceased, CSL had declared following financial assistance on February 13, 2018:

(i) Rs.10 Lakhs to the family of the deceased in addition to the statutory compensation and insurance relief as applicable to them.

(ii) Rs.25,000 to be disbursed on the day itself to enable the families to defray the expenses related to the funeral and other rituals.

(iii) All treatment expenses incurred for the best treatment for the injured.

55. On February 14, 2018 Shri P Radhakrishnan, Hon’ble Minister of State for Shipping visited Cochin Shipyard, and took stock of the situation. He met the CSL employees and officers at the site of the incident and appreciated the earnest efforts taken by the entire shipyard team in the rescue operations and subsequent actions. He conveyed his heartfelt condolences to the bereaved ones. He appreciated the steadfast and expeditious decisions taken by the CSL management in reaching out to the families of the deceased and for promptly announcing reasonable financial relief to the families of the deceased. He visited the injured at the hospital, interacted with their dear and near ones and promised full support from the Ministry of Shipping through the shipyard.

56. After the review and interactions, the Hon’ble Minister directed CSL to extend the following additional reliefs to the affected:

(i) Amount equivalent to two months normal wages to the injured immediately.

(ii) Appropriate employment on compassionate grounds to any eligible dependent of the deceased victims.

(iii) Appropriate financial aid towards the education of the children of the deceased up to and including graduate level.

(iv) In addition to the statutory compensation relief, Company to disburse wages to the injured till they return for work in CSL.

(v) One dependent of each of the deceased who have been offered employment by CSL, joined for permanent employment in CSL on June 01, 2018.

57. On February 17, 2018, Shri Paul Antony IAS, Chief Secretary of Kerala visited CSL, paid floral homage to the deceased and interacted with the representatives of the CSL employees and contractors.

58. All unions and associations expressed their satisfaction and gratitude to the management for their prompt rescue operations and empathetic support & relief to the kith and kin.

Industrial security

59. Total security of the Company continued to be robust without causing any serious security concern during the year. All security systems and measures introduced and installed in the Company are of international standards. Periodic joint survey was conducted by the Company and CISF. Twenty four hours waterfront patrolling in a dedicated speed boat with armed personnel and wireless surveillance (CCTV) system covering all critical locations and installations are in place. As per the security plan and policy of the Company, periodic security drills were conducted to ensure prompt mitigating action in the event of any security breach, crisis or calamities.

60. Effective access control systems including biometric embedded turnstile gates are in place in the Company. A full-fledged visitor’s facilitation center is operated for scrutiny and verification of the credentials of the visitors to the Company. Baggage scanning system has also been installed at the main entry gate of the Company. Apart from these, special systems and measures such as exclusive photo entry pass and special surveillance system, additional waterside security net around IAC etc are positioned and operated towards total security of the Indigenous Aircraft Carrier (IAC). A robust cyber security policy has also been adopted by the Company.

61. Materials entry and exit have been integrated with ERP module which ensures effective and vigilant monitoring of materials movement into and out of the Company. No case of theft, sabotage, leakage of information etc. was reported during the year.

62. The physical security of the Company has been entrusted to the Central Industrial Security Force (CISF) contingent of 133 personnel headed by an officer of the rank of Assistant Commandant.

63. CSL has also engaged DGR approved ex-servicemen security services for supplementing existing forces mainly catering to external properties of CSL and also internal specific locations.

Awards and Recognitions

64. During the financial year CSL received following awards:

(a) KMA excellence award for best CSR activities undertaken.

(b) Bureaucracy Today CSR excellence award for ‘Rural Development’, given by Bureaucracy Today.

(c) Madhu S Nair, CMD, Cochin Shipyard Limited, was honoured with the ‘CSR-Oriented Chairman/ CMD/MD of the Year (PSU)’ Award, given by Bureaucracy Today.

(d) MKK Nair Memorial Award for the Second Best Productivity Performance from Kerala State Productivity Council

(e) Kerala State Energy Conservation Award 2017 in the category of ‘Large Scale Energy Consumers.’

(f) ’Top Exporter (PSU) at Cochin for the calendar year 2017’ award from Customs, Central GST and Central Excise.

(g) Kerala State Renewable Energy Award 2017 in appreciation of commendable achievements towards the utilization of Renewable Energy in the category of ‘Industrial Units in the State of Kerala during the year 2016-17, given by Department of Power, Government of Kerala through ANERT.

(h) Corporate Citizen of the year 2018 Award for outstanding contribution to the profession, industry and society, given by Public Relations Council of India.

(i) ’Award for Best Stall’ in the National Level Vendor Development Programme cum Industrial Exhibition & B2B Meet, ‘IND EXPO 2017’ organised by MSME Development Institute, Thrissur, Ministry of MSME from December 07 to 09, 2017.

(j) ‘India Seatrade Award 2017’ for the Shipbuilding & Repair Yard of the Year.

Board of Directors & Key Managerial Personnel

65. The Board of CSL comprises of 12 directors; 4 Whole Time Directors, 6 Non-Official Part Time (Independent) Directors and 2 Official Part Time (Nominee) Directors of Government of India and Government of Kerala.

66. Shri Jiji Thomson IAS (Retd.) (DIN: 01178227), Shri Pradipta Banerji (DIN: 00630615) and Shri Nanda Kumaran Puthezhath (DIN: 02547619) took over charge as Non-Official Part Time (Independent) Directors with effect from July 15, 2017 vide Ministry of Shipping letter No. SY-11012/1/2016-CSL dated July 15, 2017. The Ministry of Shipping, Government of India vide letter F. No. SY-11012/1/2017-CSL dated October 04, 2017 appointed Shri Satinder Pal Singh IPS (DIN: 07490296), Joint Secretary, Ministry of Shipping, Government of India as Official Part Time (Nominee) Director on the Board of Cochin Shipyard Limited (CSL) in place of Shri Pravir Krishna (DIN: 06519104) with effect from October 04, 2017. Shri Sunny Thomas (DIN: 06882228), Director (Technical) retired from service by superannuation on November 30, 2017. Shri Bejoy Bhasker (DIN: 08103825) took over charge as Director (Technical) with effect from April 05, 2018 vide Ministry of Shipping letter No. SY-11012/4/2017-CSL dated April 04, 2018. The Ministry of Shipping, Government of India vide letter SY-11012/1/2017-CSL dated April 20, 2018 appointed Shri K.R Jyothilal IAS (DIN: 01650017), Principal Secretary (Transport), Govt. of Kerala as Official Part Time (Nominee) Director on the Board of CSL in place of Shri Elias George (DIN:00204510) with effect from April 20, 2018.

67. Details of changes in Key Managerial Persons during the financial year 2017-18 and also upto the date of this report are given below:

Sl No	Name	DIN	Designation	Date of Appointment	Date of Cessation	Changes if any
1	Shri Madhu S Nair	07376798	Chairman & Managing Director	January 01, 2016	Continuing	No Change
2	Shri D Paul Ranjan	06869452	Director (Finance) & Chief Financial Officer	May 01, 2014	Continuing	No Change
3	Shri Sunny Thomas	06882228	Director (Technical)	June 01, 2014	November 30, 2017	Superannuation
4	Shri Suresh Babu N V	07482491	Director (Operations)	April 26, 2016	Continuing	No Change
5	Shri Bejoy Bhasker	08103825	Director (Technical)	April 05, 2018	Continuing	Appointment
6	Smt. Kala V	-	Company Secretary	May 02, 1998	Continuing	No Change

Declaration and Meeting of Independent Directors

68. 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. A separate meeting of Independent Directors was held on February 22, 2018 in which all the Independent Directors were present.

Details of Board Meetings held during 2017-18

69. Ten Board Meetings were held during the year 201718 and the gap between two meetings did not exceed 120 days. The dates on which the Board Meetings were held are as follows:

Sl. No	Date	Board Strength	No. of Directors present
1	April 27, 2017	9	8
2	May 11, 2017	9	8
3	June 10, 2017	9	7
4	July 17, 2017	12	7
5	July 21, 2017	12	12
6	August 04, 2017	12	10
7	September 11, 2017	12	10
8	November 10, 2017	12	9
9	February 05, 2018	11	10
10	February 22, 2018	11	10

70. For more details with respect to the Directors, Board and Committee meetings held during the year and attendance of these meetings, refer Corporate Governance Report which forms part of Directors’ Report.

Remuneration Policy / Evaluation of Board’s Performance

71. Cochin Shipyard is a 75% Government of India owned Public Sector Enterprise under Ministry of Shipping. Presently the Directors of the Company are presidential appointees and their remuneration is fixed in accordance with the DPE guidelines. Accordingly, Article 21(a) of the Articles of Association of CSL states that President 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 GOI. The Independent Directors evaluated the performance of the Board as a whole in a separate meeting of independent directors held on February 22, 2018.

Report of the Nomination & Remuneration Committee on Company’s Policy on Directors’ Remuneration

72. Presently, the remuneration of Board level appointees are determined in accordance with DPE guidelines. CSL at its 228th Board meeting held on December 14, 2016 adopted the Nomination and Remuneration Policy in compliance with the provisions of section 178 of the Companies Act, 2013. and at its 241st Board meeting held on May 24, 2018 amended the Policy. The Policy is available in the website of the Company at http://www.cochinshipyard.com/investors.htm

Directors Responsibility Statement

73. Your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have 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 the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and arrangements with related parties

74. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material. Your Directors draw attention of the members to Note 46 to the financial statements which sets out related party disclosures as per Indian Accounting Standard (Ind AS) 24. Form AOC-2 has been attached as Annexure -3 as required under section 134(3)(h) of the Companies Act, 2013.

Corporate Social Responsibility & Sustainable Development Committee (CSR & SD Committee)

75. Presently, the CSR & SD Committee of CSL comprises of Smt. Roopa Shekhar Rai (DIN: 07565156), Non-Official Part Time Director as Chairperson of the Committee, Shri Radhakrishna Menon (DIN: 07518727), NonOfficial Part Time Director, Shri D Paul Ranjan (DIN: 06869452), Director (Finance), and Shri Bejoy Bhasker (DIN: 08103825), Director (Technical) as members. The Corporate Social Responsibility and Sustainability Development Committee (CSR & SD) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy can be accessed on the Company’s website at the link: http:// www.cochinshipyard.com/links/CSL_CSR_14-15.pdf.

76. Cochin Shipyard started CSR activities in the year 2010-11 based on the guidelines issued by the Department of Public Sector Enterprises (DPE) applicable to Government Companies. CSL has put in place an effective CSR Policy and plan implementation machinery. The CSR implementation machinery consists of three tier system: Tier I CSL Board, Tier II CSL Board Level CSR Committee consisting four members of the Board headed by an Independent Director and Tier III CSL CSR Executive Committee consisting of six senior level executives across various departments of the Company.

77. The CSL CSR projects are spread throughout length and breadth of Kerala covering the most common fields of CSR interventions appearing in Schedule VII of Companies Act 2013. However, the major focus areas of CSL CSR continued to be health, education, capacity building, environmental protection, sanitation and drinking water for the economically poor and weaker sections of the society including the differently abled ones, senior citizens etc. This year 33% of the total budget was specifically allocated to Swachh Bharat projects, emphasizing the need for supporting the national initiative of sanitation. Special initiatives were taken up focusing on programs including toilet construction in schools and individual households not only in coastal areas of Kerala but also in Lakshadweep.

78. During the year, CSL has spent Rs.857.08 lakhs for various ongoing and completed CSL CSR projects and related indirect expenses. The Annual Report on CSR activities is annexed herewith marked as Annexure-4.

Audit Committee

79. The present Audit Committee of CSL is constituted with Shri Radhakrishna Menon (DIN: 07518727), Non-Official Part Time Director as Chairman, Adv. Krishna Das E (DIN: 02731340), Non-Official Part Time Director and Shri Nanda Kumaran Puthezhath (DIN: 02547619), Non Official Part Time Director as members. During the year, all recommendations of the Audit Committee were accepted by the Board of Directors. Particulars regarding the Audit Committee are provided under the Section ‘Board Committees’ in the Report on Corporate Governance.

Corporate Governance

80. The Company is committed to maintaining the highest standards of corporate governance and has put in place an effective corporate governance system. The Company complies with the applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and also the guidelines on corporate governance issued by the Department of Public Enterprises. The Company also submits its quarterly progress reports on corporate governance within 15 days from the close of each quarter to the Ministry of Shipping as recommended by the DPE in this regard. The report on corporate governance forms part of the Directors’ Report.

Management Discussion and Analysis

81. A separate section ‘Management Discussion and Analysis Report’ has been included in the Annual Report and the same forms part of the Directors’ Report.

Internal Financial Controls

82. The Company has in place adequate internal financial controls with reference to financial statements. During the year, the Company had engaged M/s. Varma & Varma, (Firm Registration No. 004532S) Chartered Accountants for reviewing and installing adequate Internal Financial Controls and to ensure proper and adequate systems for compliance with the provisions of all applicable laws. Such controls were tested and no reportable material weakness in the design or operation was observed. In order to provide for functional autonomy, the Company has a system wherein financial powers of the Board of Directors are delegated to the CMD. These powers are further sub-delegated to officers at various levels for smooth and efficient day to day functioning. An independent internal audit mechanism is in place for conducting extensive audit of various operational and financial matters. C&AG conducts proprietary audit. An independent Audit Committee of the Board of Directors also examines internal/ statutory audit observations and provides guidance based on the same. The Audit Committee also looks into the internal control system, Company procedures and internal audit performance and reports to the Board of Directors. The Company has implemented an integrated ERP System (SAP) since July 2014 which is enabling better management control.

Statutory Auditors

83. M/s. Krishnamoorthy & Krishnamoorthy (Firm Registration No. 001488S), Chartered Accountants, Ernakulam were reappointed as the Statutory Auditors of the Company by the Comptroller & Auditor General of India for the year 2017-18. The shareholders have delegated the power to fix the remuneration of Statutory Auditors to the Board and accordingly, the same has been fixed by the Board.

Auditors Report

84. M/s. Krishnamoorthy & Krishnamoorthy, Statutory Auditors have submitted their report on the standalone and consolidated financial statements of the Company for the year ended March 31, 2018 on May 24, 2018. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

Comments of C&AG

85. The comments of the Comptroller and Auditor General of India under Section 143 (6) (b) of the Companies Act, 2013 on the standalone and consolidated financial statements of the Company for the year ended March 31, 2018 are placed at Annexure-5.

Cost Auditors

86. The Board has appointed M/s. Felix & Co (Firm Registration No. 100416), Cost Accountants, as the cost auditors for conducting the audit of cost records of the Company for the financial year 2017-18. The remuneration of Cost Auditor for the financial year 2018-19 will be ratified by the shareholders at the ensuing AGM.

Secretarial Auditor

87. The Board has appointed M/s. SVJS & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure-6 to this Report. There is no qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report.

Internal Auditor

88. The Board has appointed M/s. Varma & Varma, Chartered Accountants, Kochi, to conduct Internal Audit for the financial year 2017-18.

Extract of Annual Return

89. The extract of annual return in Form MGT 9 as per Rule 12(1) of the Companies (Management & Administration) Rules, 2014 is placed at Annexure-7.

Investor Services

90. The shares of the Company are listed in BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). CSL has paid listing fees to BSE and NSE on time. M/s. Link Intime India Private Limited are the Registrar & Transfer Agents in respect of these equity shares. The tax free Bonds issued by the Company in 2013-14 are fully dematerialized with both the depositories, NSDL and CDSL. These bonds are listed on Wholesale Debt Market (“WDM”) segment of BSE. CSL has paid the listing fees to BSE on time in respect of these Bonds. M/s. Link Intime India Private Limited are the Registrar & Transfer Agents and M/s. SBICAP Trustee Company Limited are the Debenture Trustees in respect of these Bonds.

Vigilance

91. Vigilance Department functions advocating transparency, equity and competitiveness in all procurement. Important CVC guidelines are discussed with Heads of Departments for its strict compliance. Emphasis was given to vigilance sensitization among the officers and supervisors for preventive vigilance.

92. Submission of annual property returns of executives was made online with a link to view the same to vigilance and the vigilance Dept. is scrutinizing the same.

93. Efforts were taken to develop an e-module to furnish the vigilance data of officers through online as a part of issue of online vigilance clearance.

94. Further the Department has conducted 68 surprise/ periodic inspection for the year in various areas of operations and suggested corrective actions on vigilance angle. All reports to the Central Vigilance Commission are submitted in time and no reference is pending with CVC.

95. One vigilance case was disposed off during the year 2017-18 and one case relating to a contractor is pending.

Right to Information Act

96. In order to promote transparency and accountability, your Company has implemented the provisions of the RTI Act, 2005 in its true letter and spirit and an appropriate mechanism has been set up in the Company with a dedicated centralized RTI Cell to provide information to the citizens under the provisions of this Act. All the RTI applications and the appeals received both on line and off line during the year 2017-18 have been processed and information was provided in a time bound manner as stipulated in the Act.

97. There have been no instances of non-compliance by the Company. No penalties or strictures were imposed on the Company by any statutory authority during the last three years with respect to RTI.

Vigil Mechanism

98. The Whistle Blower Policy of CSL adopted by the Board of Directors at the 198th Meeting held on February 22, 2012 is functioning as Vigil Mechanism of CSL. The Whistle Blower Policy of CSL is available at the link http://www.cochinshipyard.com/links/ Whislte_Blower%20policy_CSL.pdf

Details of frauds reported by Auditors under Section 143

99. Nil.

Particulars of loans, guarantees or investments

100. During the year under Report, the 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; and

(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, except an investment of Rs.16.28 crores in the subsidiary company viz., Hooghly Cochin Shipyard Ltd. The said investment is within the limit of Section 186 of the Companies Act, 2013.

Material changes and commitments

101. No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year of the Company and the date of this Report.

Details of change in nature of business

102. There has been no change in the nature of business of the Company during the year under report.

Deposits

103. Your Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013.

Secretarial Standards

104. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Significant and Material orders

105. No significant and material orders were passed by the regulators or any courts or tribunals impacting the going concern status of the Company and affecting its operations.

Business Responsibility Report

106. The Securities and Exchange Board of India (SEBI) has mandated inclusion of Business Responsibility Report (“BR report”) as part of the Annual Report for 500 listed entities based on market capitalization. This SEBI mandate is also inserted as Regulation 34(2)(f) of SEBI (LODR) regulations 2015. The SEBI (LODR) Regulations, 2015 provide a format for BR reports. It also contains a list of nine Key Principles and various core elements under each principle to assess compliance with Environmental, Social and Governance norms. The Company’s BR report for the year forms part of the Annual Report.

Acknowledgment

107. The Board of Directors are extremely thankful for the continued patronage and support extended by the Hon’ble Prime Minister, Hon’ble Minister of Shipping and all officers of the Ministry of Shipping. The Board would also like to express their grateful appreciation for the support and co-operation from various offices of the Government of India, Government of Kerala, Government of West Bengal, various local bodies, the Comptroller & Auditor General of India, Statutory Auditors, Secretarial Auditors, Cost Auditors, Internal Auditors, Suppliers, Sub-contractors, Company’s Bankers and our valued customers. The Board also places on record its appreciation for the contribution and support extended by all employees of Cochin Shipyard Ltd. Your Directors express their appreciation and gratitude to all the shareholders/investors for the trust and confidence reposed in the Company and look forward to their continued support and participation in sustaining the growth of the Company in the coming years.

For and on behalf of the Board of Directors

Madhu S Nair

Chairman & Managing Director

DIN: 07376798

Place : Kochi

Date : June 30, 2018

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Mar 31, 2011

1. The Directors have pleasure in presenting the 39th Annual Report of your company along with the audited accounts for the year ended 31 March 2011.

Financial Performance

2. Cochin Shipyard continued its stellas performance for the fifth year in a row. The turnover for the year was Rs 1,461.72 crores as compared to Rs 1,416.92 crores in the last year. The net profit was Rs 227.53 crores as compared to Rs 223.04 cores for the last year. This performance is creditable especially to shipbuilding since August 2007. Although, the Shipbuilding subsidy was withdrawn from August 2007, in accordance with the subsidy policy, CSL was entitled to subsidy for orders signed prior to August 2007 but delivered after August 2007. Accordingly Rs 116 Crores of subsidy accrued in 2009-10 and an amount of Rs 17 crores alone was recognised in turnover in 2010-11. If the element of subsidy is disregarded, the profit of the company has shown an increase of 83% over 2009-10.

3. Considering the remarkable performance of the company in the last few years, the company had represented to the Government for upgrading CSL from Schedule ''B'' to Schedule ''A'' PSU status.

4. The networth of the company at the end of the year stood at Rs 965 crores as compared to Rs 680 crores in the previous year.

Divided

5. Your directors are pleased to recommend a dividend of Rs 1 per share on the 11,32,80,000 fully paid Equity Shares of Rs 10 each and Rs 70 per 7,91,420 prefernce shares of Rs 1000 each for the year 2010-11. The total outgo for dividend and dividend tax would be approximately Rs 20 crores.

Financial Highlights (Rs crs)

Sl No Particulars 2010-11 2009-10

(i) Gross Income 1,602.80 1,494.91

(ii) Profit Before Interest, Depreciation & Tax 390.18 364.68

(iii) Interest 26.69 18.19

(iv) Depreciation & Write off 17.61 15.24

(v) Profit Before Tax (PBT) 345.90 331.25

(vi) Provision for Tax (Net) 118.36 108.21

(vii) Net profit 227.53 223.04

Transfer to General Reserves

6. An amount equivalent to 2.5% of the net profits has been transferred to General Reserves of the company. This reflects strength of the company.

Contribution to Exchequer

7. The total contribution made by the company to the National Exchequer by way of Value Added Tax, Income Tax, Fringe Benefit Tax, Excise Duty, Customs Duty and Service Tax was Rs 107.36 Crores.

Shipbuilding

8. The company achieved a total Shipbuilding income of Rs 1,319.97 crores during 2010-11 as against Rs 1,180.51 Crores in 2009-10.

9. At the end of the year, the yard has 35 Ships on order with the prestigious Indigenous Aircraft (IAC) project progressing satisfactorily. Orders booked during the year included the 20 Fast Patrol vessels(PSVs) forM/sSen Tankers Management Cyprus and 2 Nos Anchor Handling Tug Supply Vessels for M/s Shipping Corporation of India. 10. During the year, the yard delivered 6 Platform Supply Vessesls,two for M/s Tidewater Marine, USA and four to M/s Vroon Offshore, Netherlands.

Shipbuliding Order Book Position

11. Order book position as on 31 March 2011 was follows:

Vessels Type NOS Anchor Handling Tog Supply Vessels(AHO3Type) 04

STX Platform Supply Vessels CD 09 04

Platform Supply Vessels UT 755 CD 04

STX Platform Supply Vessels 05L CD 04

Fast Patrol Vessels 20

Indigenous Aircraft Carner (IAC) 01

Total 35

Shiprepair

12. With Dock No 2 being occupied by the IAC, there has been a need to look at innovative ways to build now construction ships on order with CSL. The Dock No 1 was partitioned with an intermediate gate for execution of new build hull. Consequently, Shiprepair operations have been affected and turnover has reduced to Rs 141.75 Crores in 2010-11 as compared to Rs 236.36 Crores in 2009-10. The yard therefore looked at innovative ways to increase shiprepair turnover, considering that only a part of the Dock I was available for shiprepair activities.

13. The yard developed a shiprepair facility at Tuticorin port Trust. The facility which is created without any investment will help the yard to undertake repairs of small vessels owned by the port Trust by ''beaching''/ ''unbeaching'' method Two repair projects of vessels (FC ''Bharati'' and FC "Tuticorin") of Tuticorin Port Trust were undertaken sucessfully during the year.

14. Totally, 70 repair projects were executed during the current financial year as against 44 vessels repaired in the previous year. Key projects during the year include INS Sutlej, INS Sharda, INS Bangaram, ICGS veera etc. Some of the important shipbuilding projects which were taken up in the repair dock were the consolidation of two PSVs, Hull creation & launching of one PSV, viz BY.83, fabrication and pre-grand assembly of blocks of IAC etc.

Manpower

15. Manpower strength of the company as on 31 March 2011 was 1,818 consisting of 275 Officers, 199 Supervisors and 1,344 Workers. The complement of CSL as on 31 March 2011 is shown in the table below.

Category SC ST OBC PWD Ex-Servicemen/ Women Dependants

Officer 36 09 48 01 06 28

Superviors 28 03 00 05 02 15

Workmen 130 30 130 42 12 78

Total 194 42 178 48 20 121

Reservation in Employment

16. Out of the 1818 employees, there are 194 SCs, 42 STs, 178 OBCs, 20 Ex Servicemen and 48 persons with disabilities. A liaison officer has been appointed to look after the matters pertaining to the SC/ST cell. An SC/ST member is nominated to all selection committees in the case of direct recruitment as well as promotion.

17. CSL, had notified 16 posts in the Executive category and 15 posts were filled up through direct recruitment. Out of 15 posts, there are 5 OBC, 2 SC and 2 ST candidates. One post of the Assistant Manager (Financial) reserved for SCs could not be filled up for want of eligible candidates for selection. 65 posts in the workmen cadre have also been notified during the year for filling up. In addition to the above, Special Recruitment Drive was launched so as to clear the backlog vacancies reserved for persons With Disabilities (PWD). Accordingly, 6 posts were notified (4 for Visual Handicapped and 2 for Hearing Handicapped Category) and only one post could be filled up. In the absence of eligible candidates, the remaining 5 posts could nor be filled up Efforts would be made in the next recruitment year to fill up the backlog vacancies for SCs and PWDs.

Facility Upgrade and Capital Expenditure

18. The total plan expenditure incurred in 2010-11 amounted to Rs 39.93 crores. An amount of Rs 26.63 crores has been incurred for Renewals & Replacements and Rs 2.51 crores for the small ship Division project. Further an amount of Rs 10.79 crores was spent for Indigenous Aircraft Carner Infrastructure facilities.

Implementation of Official Language Policy

19. In pursuance of sub Rule (4) of Rule 10 of the Official Language (Use for the official purposes of the Union) Rule, 1976. Govt of India have notified CSL in the Gazette of India as having acquired working knowledge / proficiency in Hindi by more than 80% of Ministerial Staff of the Company.

20. CSL was awarded with Rajbhasha Shield (Third Prize) for the year 2009-2010 for the best implementation of Official Language in offices of Ministry of Shipping, Shri Ravikumar Roddam, Director (Finance) received the RAJBHASHA SHIELD and Certificate from Hon''ble Minister of Shipping, Shri G.K.Vasan in the presence of Shri Mukul Roy, Minister of State for Shipping, Shri K Mohandas, Secretary, Ministry of Shipping and other senior officials during the meeting of Hindi Salahkar Samiti held on 23 December 2010.

21. Five employees were awarded with cash prize under the incentive scheme for doing original work in Hindi.

22. As part of implementation of official Language Policy of Govt of India, CSL is observing first Wednesday of every month as Hindi Day. In order to enable easy understanding by employees transliteration of "Aaj Ka Shabd" in Regional language is also being written on the notice board and its is being displayed on CSL intranet also Chairman and Managing Director released the second issue of Hindi House Journal, "Sagar Ratna" on 03 December 2010.

Statement of Employees Particulars

23. As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended NIL

24. Conservation of energy, technology, absorption and foreign exchange earnings / outgo as required under section 217(1)(e) of the Companies (Amendment) Act, 1988 are furnished at Annexure A

25. The comments of the Comptroller and Auditor General of India under section 619(4) of the Companies Act, 1956 are placed Annexure B.

Vigilance

26. Annual Action plan on Vigilance and anti corruption measures were prepared and implemented Emphasis was given to vigilance sensitization programmes and efforts taken for preventive vigilance. Interactive sessions were conducted for the benefit of employees, periodic meetings among field vigilance Officers has also been held to source vigilance information of the organisation.

27. Chief Vigilance Officer, Shri Ulaganathan assumed charge during the year. Some of the achievements of the company with respect to preventive vigilance include implementation of e-payment system and implementation of integrity pact. Dr S N Dash, IAS has been appointed as the Independent External Monitor for Implementation of Integrity pact. Vigilance department also extended constructive advice to the management with respect to policies and practices requiring change / modifications.

28. Vigilance Awareness Period 2010 was observed in a befitting manner in CSL during the last week of October 2010. Agreed List for CSL for 2011 was also prepared in consultation with SP ACB CBI, Kochi.

Research and Development Activities

29. CSL continued its R & D initiatives in the area of clean design, especially for Offshore / Platform supply vessels and in the area of high quality welding in the fabrication of special steel for the Aircraft Carrier project for the Indian Navy. To meet the technological challenges for the FPV project, special welding techniques are under development of the Aluminum super structure.

Safety

30. CSL is committed to provide safe and healthy working environment to all personnel working in the organization by adoption of the following measures:

(i) Compliance with international standards for safety & environment ie OHSAS 180012007 & ISO 140012004

(ii) Conducting safety refreshment classes to all employees and contractor''s workmen

(iii) Imparting First Aid Fire Fighting Training to all

(iv) Conducting various safety committee meetings, in which representatives from all departments, unions and contractors participated.

(v) Conducting safety audits.

Industrial Security

31. Cochin Shipyard is an ISPS Code compliant facility under the International Ships port Facility Security (ISPS) Code, Based on the requirement of the code, the company has implemented all measures equipment, systems & devises. Accordingly, modern systems and equipments like Biometric Control Systems Wireless Electronic Surveillance System (CCTV). Round the clock water front boat patrolling by armed men etc. Continued to be operative in the Company. The Security Committee consisting of representatives from Intelligence Bureau, Kerala Police etc. Meet periodically to review the security threats and steps taken to combat the same. The CISF Contingent of 107 personnel headed by a Deputy Commandant is entrusted with the overall security of the Shipyard.

Awards and Recognitions

32. The year 2010-11 brought many laurels to the company for the performance in various fields CSL recover the Mou Excellence Award for its outstanding performance for the year 2008-09 under the Memorandum of Understanding (MoU) entered into with the Govt of Inida. The award was presented by the Hon''ble Prime Minister of India, Dr. Manmohan Singh to Cmde K Subramaniam, Chairman and Managing Director on 15 December 2010. CSL secured the MKK Nair Productivity Award Constituted by Kerala State Productivity Council in recognition of the Company''s productivity and efficiency in all round management. This is the fourth consecutive year that CSL has bagged this prestigious award.

Hon''ble Prime Minister of India Dr. manmohan Singh Presenting the MoU award to Cmde K Subramaniam CMD, CSL.

33. For training Cochin Shipyard secured the HR Excellence in Training Award 2010 by the Asia Pacific HRM congress CSL secured the Rotary Binam Zinc CSR Excellence Awards, Silver Halo of Honour for CSR intitatives in the public sector instituted by the Rotary International District 3201 in partnership with the Institute of Chartered Accountants of India and National Institute of Personnel Management in recognition for note worthy community service projects.

34. In the field of safety, Cochin Shipyard has won First Prize for Outstanding Performance in Industrial Safety. The Chief Medical Officer of CSL, Dr. B Jayakumar Secured the Best Doctor in Industry award and Shri K R Rajan, employee of CSL received the Best safety Film award from Department of Factories and Boilers Govt, of Kerala Cochin Shipyard also secured the runner up trophy for the safety performance instituted by Keralal Chaprer of National Safety Council.

Board of Directors

35. The Board of CSL consists of three whole time directors, two official part time directors and four non official part time Directors. Cmde K Subramaniam was appointed as the Chairman and Managing Director of CSL on 31 December 2010. He was the officiating Chairman and Managing Director since 06 May 2010. He has also been assigned with the additional charge of Director (Operations) in CSL Shri M Damodaran, who was appointed as a non official part time director on 23 June 2010 resigned from the Board on 28 January 2011. Dr Prabhakaran paleri, non official part time director who was appointed on 02 May 2008 for a period of 3 years demitted office on expiry of his term on 01 May 2011.

Directors Responsibility Statement

36. Pursuant to Section 217(2AA) of the Companies Act, 1956. Directors based on the representations received from the operating management, confirm that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures are made from them.

b) We have selected such accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period.

c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularies; and

d) The annual accounts have been prepared on the ''going concern'' basis.

Corporate Governance

37. The Company is committed to maintain the highest standards of corporate governance and has put in place an effective corporate governance system. The company complies with the guidelines on corporate governance issued by the Department of public Enterprises and various other guidelines in the regard. The company submits its quarterly progress reports within 15 days from the close of each quarter to the Ministry of Shipping as recommended by the DPE. In this regard.

38. The report on corporate governance forms part of the annual report.

Internal Control Systems

39. The company has a system of delegation of powers from the Board of Directors to CMD and from CMD to officers various levels for smooth and efficient day to day functioning. An independent internal audit operation is in place for conducting extensive audit of various operational and financial matters. The vigilance department of Cochin Shipyard is headed by a Chief Vigilance C & AG conducts proprietary audit. An independent Audit Committee of the Board of Directors has been constituted with three non official part time directors as members which looks into internal / statutory and C & AG audit observations and gives guidance based on the same. The audit committee also looks into the internal control system, company procedures and internal audit performance and repots to the Board of Directors.

Audit Committee Recommendations

40. During the year there were no recommendations of the Audit committee which was not accepted by the Board. Hence there is no requirement for the disclosure of the same in this report.

Risk Management process

41. CSL has adopted a comprehensive system of Risk Management. It ensures that all risks are clearly defined and mitigated in accordance with the well structured risk management process. The Audit committee and the Board periodically reviews the Risk Management Process.

Redemption of Preference Shares

42. The company in its Extra Ordinary General Meeting held on 17 March 2009 and class meeting of 7% non cumulative preference shareholders held on the same date had extended that date of redemption of 11,91,420 7% non cumulative preference shares of Rs 1,000 each amounting to Rs 119,1420 crores so as to redeem the same from April 2010 onwards in six annual installments or anytime before the Initial Public Offer of the Company. whichever is earlier. Accordingly, the Board of Directors at the 184 meeting held on 05 June 2009 decided to redeem two installments of preference share capital amounting to Rs 40 Crores from the free reserves of the company. Accordingly, Rs 40 Crores was paid to the Government of India in September 2009 towards redemption of preference shares. In the 194 Board Meeting held on 15 June 2011, the Board of Directors decided to redeem two more instalments of preference share capital amounting to Rs 40 crores. Accordingly Rs 40 Crores will be paid to Government of India during the year 2011-12.

Auditors

43. M/s Menon & Ayyar Chartered Accountants, Ernakulam were appointed as the Statutory Auditors of the company for the year 2010-11.

Auditors Report

44. The Comments of the statutory auditors and the company''s reply is placed at Annexure C

Acknowledgement

45. The Board of Directors are extremely thankful for the continued patronage extended by the Hon''ble Minister of Shipping, Shri G K Vasan and all officers of the Ministry of Shipping. The Board would also like to express their grateful appreciation for the support and co- operation from various officers of the Government of India. Government of Kerala, various local bodies, the Comptroller & Auditor General of India, Statutory Auditors, Vendors, Sub Contractors, Company''s Bankers and our valued Customers. The Board also places on record its appreciation for the contribution and support extended by the employees at all levels.

For and on Behalf of the Board of Directors.

Sd/-

Kochi Cmde K Subramaniam

15 June 2011 Chairman and Managing Director

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Mar 31, 2010

1. The Directors are pleased to present the 38th Annual Report of your company along with the audited accounts for the year ended 31 March 2010.

Operating Environment and Business Review

2. The global economic meltdown witnessed towards the end 2008 continued to affect the world shipping and shipbuilding market through 2009 also However, the market sentiments started showing signs of cautious optimism towards the Iasi quarter of 2009-10.

3. Cochin Shipyard''s strategy to combat the grim market scenario was to diversify into defence products and to lay more focus on the domestic market. Thu strategy paid off with the yard executing contracts for new building of four ships with M/s Shipping Corporation of India. Another contract for constructing Fast Patrol Vessels for Coast Guard is in an advanced stage of conclusion.

Financial Performance

4. Despite global economic crisis. Cochin Shipyard continued to perform well in the year 2009-10. The gross income for the year was Rs 1334 Crores as compared to Rs 1360 Crores for the previous year. The Profit Before Tax for the year improved by 34 % and stood at Rs 331.25 Crores as against Rs 247.63 Crores in the previous year. The Net Profit for the year 2009-10 was Rs 223 Crores reflecting an increase of 39 % as compared to Rs 160 Crores for the previous year 2008-09. Inspite of a marginal drop in turnover, the company could achieve a quantum j ump in PBT and PAT in 2009-10.

Dividend

5. Your Directors are pleased to recommend a dividend of Re I per Equity Share on the 11,32,80,000 fully paid Equity Shares of Rs 10 each and Rs 70 per 7,91,420 Preference Shares of Rs 1000 each for the year 2009-10. The total outgo for dividend and dividend tax would be approximately Rs.20 Crores.

Financial Highlights

(Rs Crores)

Sl Particulars 2009-10 2008-09 No

1 Gross Income 1333.38 1360.05

2 Profit before interest, Depreciation and tax 364.68 276.42

3 Interest 18.19 18.99

4 Depreciation & Write off 15.24 9.80

5 Profit before tax 331.25 247.63

6 Provision for tax (Net) 108.21 87.56

7 Net Profit 223.04 160.07

Transfer to General Reserves

6. An amount equivalent to 2.5 % of the net profits has been transferred to General Reserves of the Company. This reflects the inherent financial strength of the company.

7. Continued profitability of the company has resulted in an increase in Net Worth from Rs 566 Crores in the year 2008-09 to Rs 680 Crores for the year 2009-10.

Contribution to Exchequer

8. The total contribution made by the company to the national exchequer by way of Value Added Tax, Income Tax, Fringe Benefit Tax, Excise Duty, Customs Duty and Service Tax was Rs 148.32 Crores.

Shipbuilding

9. The company could achieve a total shipbuilding income of Rs 1012 Crores during the year 2009 -10 as against Rs 986 Crores during the year 2008-09. During the year 2009-10, the company delivered five offshore support ships to various international owners located at Norway, Germany and USA. The prestigious Indigenous Aircraft Carrier (IAC) project is also proceeding on schedule with the company completing a large portion of hull block fabrication and erection in the building dock during 2009-10.

Shipbuilding order book position

10. Order book position as on 31 March 2010 was as follows:

Vessel Type Nos

Rolls Roy ce UT 755 LN Platform Supply Vessels 6

Aker AH03-Mk 11 Anchor Handling Tug Supply Vessels 2

Anchor Handling Tug Supply Vessels (AH03 Type) 2

Aker PSV 09 CDPlatform Supply Vessel 4

RRM UT755 CD Type Platform Supply Vessel 2

Indigenous Aircraft Carrier (IAC) 1

Total 17

Shiprepair

11. Major shiprepair projects undertaken by CSL during the year 2009-10 include normal refit of INS ''Viraat'', extended short refit to INS ''Tarangini'', conversion to RV ''Sindhu Sankalp'', medium refit of INS ''Nireekshak'', repairs to GTV ''Samudra Sarvekshak'' and short refit of INS ''jyoti''.

12. The total ship repair turnover during the year was Rs. 236.36 Crores as compared to Rs. 270 Crores for the previous year.

Facility Upgrade & Capital Expenditure

13. The total plan expenditure incurred in 2009-10 amounted to Rs.78.07 Crores. An amount of Rs. 35.06 Crores has been incurred for Renewals and Replacements and Rs. 24.21 Crores for the Small Ship Division Project. Additionally an amount of Rs. 18.80 Crores wras spent for Indigenous Aircraft Carrier infrastructure facilities.

Effective Manpower

14. The total manpower of the Company as on 31 March 2010 was 1907 consisting of 270 officers, 185 supervisors and 1452 workers.

15. The Human Resource complement of CSL as on 31 March 2010 was as follows:

Category SC ST OBC PWD Ex- Servicemen/ Women Others Total Dependants

Office 35 7 42 1 7 27 151 270

Supervisors 27 3 - 4 2 13 136 185

Workmen 148 31 131 43 14 90 995 1452

Total 210 41 173 48 23 130 1282 1907

Implementation of Official Language Policy

16. In pursuance of sub rule (4) of rule 10 of the Official Language (used for the official purpose of the Union) Rules, 1976, Govt of India have notified CSL in the Gazette of India as having acquired working knowledge/ proficiency in Hindi by more than 80 % of ministerial staff of the Company.

17. CSL was awarded with the Rajbhasha Shield and commendation letter for best performance in Hindi in offices under Department of Shipping for the year 2008-09. CMD received the shield and certificate from Shn Mukul Roy, Hon''ble Minister of State for Shipping at a function held in Transport Bhavan, New Delhi on 08 December 2009.

18. Five employees were awarded with cash prizes under the incentive scheme for doing original work in Hindi.

19. CSL continued the display of the day to day events of the Company regarding Shipbuilding and Shiprepair, retirement etc. in Hindi through electronic media.

20. CMD released the first issue of Hindi House journal, ''Sagar Ratna''.

Statement of Employees Particulars

21. As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out all Annexure A to this report.

22. Conservation of energy, technology absorption and foreign exchange earnings/ outgo as required under section 217(l)(e) of the Companies (Amendment) Act 1988 are furnished at Annexure B.

23. The comments of The Comptroller and Auditor General of India under section 619(4) of the Companies Act is at Annexure C.

Vigilance

24. Annual action plan on vigilance and anti corruption measures were prepared and implemented. Emphasis was given to vigilance sensitization programmes and efforts taken for preventive vigilance.

Research and Development Activities

25. The main focus of R&D initiatives of CSL during the year was in the area of clean design, especially for Offshore/Platform Supply Vessels which has very good prospects and would help the company increase its market share in future. In the area of welding, Cochin Shipyard expects to derive future benefits in the form of achieving high quality welding in the fabrication of special steel for the Aircraft Carrier Project for the Indian Navy. CSL entered into an MOU with Naval Materials Research Laboratory, Ambernath for collaborative work in welding technology.

Safety

26. CSL continues to give prime importance to Health & Safety of employees and contractors workmen. Conservation of environment is our motto. CSL has implemented Integrated Management System (IMS) for compliance with multiple standards in the field of Quality, Occupational Health & Safety and Environment. IMS consists of standards ISO 9001:2008(Quality Management System), OHSAS 18001:2007 (Occupational Health and Safety Management System) and ISO 14001:2004 (Environ- mental Management System). Cochin Shipyard is the first and only shipyard in the country to have obtained the IMS certification.

27. Towards improvement of safety management system, CSL has accomplished the following;

(a) 100% usage of Personal Protective Equipment (PPE) by all working at site.

(b) Conducting safety audits based on checklists at frequent intervals.

(c) Safety plan formulated for the construction of Indigenous Air Craft Carrier (IAC) project.

(d) New Incident Reporting and Investigation System.

Industrial Security

28. Cochin Shipyard is an ISPS code compliant facility under the International Ships Port Facility Security (ISPS) code. Based on the requirement of the code, the company has implemented all measures, equipment, systems & devices. Accordingly, modern systems and equipment like Biometric Access Control System, Wireless Electronic Surveillance System (CCTV), 24 hours waterfront boat patrolling by armed men etc. are continued to be operative in the Company. Cochin Shipyard has also set up a Security Committee which includes representatives from Intelligence Bureau, Kerala Police etc. The Security committee meets periodically to review the security threats and steps taken to combat the same. CISF contingent of 108 personnel headed by a Deputy Commandant is entrusted with the overall security of the Shipyard.

Industrial Relations

29. Industrial relations scenario in the Company continued to be cordial, productive and proactive. Company continued its track record of last 26 years of not loosing a single man day on account of labour unrest . The Tripartite Long Term Settlement for revision of wages and other service conditions of the workmen of the company effective from 01 April 2007 to 31 March 2017 was signed during the year. Pay revision of officers of the company in line with the DPE guidelines was also duly effected during the year.

Awards and Recognitions

30. The year went by brought many laurels to the company in various fields. CSL secured the MKK Nair Productivity Award constituted by Kerala State Productivity Council for the third year consecutively in recognition of the company''s productivity and efficiency in all round management.

31. In the field of safety, Cochin Shipyard has won the third prize for safety in the engineering industry category from Factories and Boilers Department, Govt of Kerala. Cochin Shipyard also secured second prize in best safety film from Factories & Boilers Department, Govt of Kerala.

Corporate Social Responsibility (CSR) Initiatives

32. The Company is committed to integrate its business interest with that of the interest of its stake holders viz. Govt of India, Govt of Kerala, its employees and the community at large. Towards this, and in line with the guidelines issued by the Govt of India, Cochin Shipyard has decided to implement various CSR initiatives. In order to have a more focused approach and implementation of CSR initiatives. Company has constituted a Board level CSR Committee consisting of 3 directors and a below Board Level Committee consisting of 4 senior Executives and Director (Technical) as its head. Company has also agreed to incorporate weight age for performance evaluation of the company under the head Corporate Social Responsibility for the year 2010-11. Cochin Shipyard Limited reiterates its commitment and earnestness to reach out to the community through capacity building vide socio-economic and environmental development projects.

Board of Directors

33. The Board of Directors of Cochin Shipyard consists of three Whole time Directors, two Official Part-time Directors and six Non-Official Part-time Directors. Shri Ajoy Chaudhuri, who was appointed as a Part- time Official Director on 28 September 2007, vacated directorship on 30 November 2009 consequent to retirement from Kerala Government Service. Shri N M Paramesh who was appointed as the Director (Finance) on 25 November 2005 relinquished his charge due to superannuation on 30 April 2010. Cmde M Itendran who was appointed as the Chairman and Managing Director of CSL on 03 May 2005 for a period of five years from the date of assumption of charge on 07 May 2005, relinquished his charge on 06 May 2010 on the expiry of the five year contract tenure. On his relinquishment, Cmde K Subramaniam, Director (Operations) has taken over as the Officiating Chairman and Managing Director. Shri V Radhakrishnan was appointed as Director (Technical) w.e.f 31 December 2009. Shri Ravikumar Roddam was appointed as the Director (Finance) w.e.f 03 May 2010. Shri V P Joy, IAS, Secretary, Transport Department, Govt of Kerala was appointed as the Part-time Official Director on 30 April 2010. Shri M Damodaran, Retd. IAS and Ex-Chairman, SEBI was appointed as Non official Part-time director on the Board on 23 June 2010.

Directors'' Responsibility Statement

34. Pursuant to Section 217(2AA) of the Companies Act 1956, Directors, based on the representations received from the operating management, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from them.

(b) We have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period.

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(d) The annual accounts have been prepared on the going concern basis.

Corporate Governance

35. The company is committed to maintain the highest standards of Corporate Governance and has put in place an effective Corporate Governance System.

36. The report on Corporate Governance forms part of the Annual Report.

Internal Control Systems

37. Cochin Shipyard has a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly. The company also has an Audit Committee, comprising of three Non Official Part-time Directors, who interact with the Statutory Auditors, Internal Auditors and Auditors in dealing with matters within its terms of reference. The Committee mainly deals with the accounting matters, financial reporting and internal controls. During the year under review'', the Committee met four times.

Audit Committee Recommendations

38. During the year there was no recommendation of the Audit Committee which was not accepted by the Board. Hence there is no requirement for the disclosure of the same in this report.

Risk Management Process

39. Cochin Shipyard Limited has adopted a comprehensive system of Risk Management. It ensures that all risks are timely defined and mitigated in accordance with the well structured risk management process. The Audit Committee reviews periodically the risk management process.

Redemption of Preference Shares

40. The company at its Extraordinary General Meeting held on 17 March 2009 and Class Meeting of 7% Non Cumulative Preference Shareholders held on the same date, had extended the date of redemption of 11,91,420 7% Non Cumulative Preference Shares of Rs 1000 each amounting to Rs 119.1420 Crores so as to redeem the same from April 2010 onwards in six annual instalments or anytime before the IPO of the company, whichever is earlier. Accordingly, the Board of Directors at the 184 Meeting held on 05 |une 2009 decided to redeem two instalments of Preference Share Capital amounting to Rs 40 crores from the free reserves of the company. Accordingly, Rs 40 Crores was paid to Government of India in September 2009 towards redemption of preference shares.

Auditors

41.M/s Menon & Ayyar, Chartered Accountants, Ernakulam were appointed as statutory auditors of the company for the year 2009-10.

Auditors'' Report

42. The Comments of Statutory Auditors and company''s reply is placed at Annexure D.

Acknowledgement

43. The Board of Directors are extremely thankful for the continued patronage extended In the Hon''ble Minister of Shipping and all officers of the Ministry. The Board would also like to express their grateful appreciation for the support and co-operation received from various offices of the Government of India, Government of Kerala and local bodies, the Comptroller and Auditor Cieneral of India, Statutory Auditors, Vendors, Sub contractors. Company''s Bankers and our valued customers. The Board also places on record its appreciation for the contribution and support extended by the employees at all levels.

For and on behalf of the Board

Sd/- Kochi Cmde K Subramaniam

18 August 2010 Director (Operations) &

Officiating Chairman & Managing Director

---

Mar 31, 2009

1. The Directors are pleased to present the 37th Annual Report of your company along with the audited accounts for the year ended March 31st 2009.

Operating Environment and Business Review

2. The global economic recession and liquidity meltdown in 2008 had heavily affected the Shipping sector which witnessed the charter rates drastically coming down. Consequendy the prices of second hand ships also fell sharply since Aug-Sep 2008 and there has been a drop in the prices of the newbuilding ships as well. The grim market scenario witnessed in shipping sector had a fallout in the shipbuilding activity with as many as 600 cancellations of shipbuilding orders worldwide by Jan 2009. The global market situation in early part of 2009 also was not encouraging with no improvement in sight.

3. CSLs strategy for combating this economic crisis is to lay more stress on diversification, increasing the product line and exploring domestic market. By accelerating the construction of Aircraft carrier for the Indian Navy, CSL has been able to maintain its tempo in physical and financial performance during the year.

Miniratna Status

4. CSL was awarded the category I Miniratna status in July 2008. This was a recognition of the Companys growth in the recent years and its efforts to grow into an international shipyard of repute which can deliver quality ships on time.

Financial Performance

5. Despite global economic crisis, Cochin Shipyard continued to perform well and maintained a reasonable growth in the year 2008-09. The gross income for the year was Rs 1360 crores as compared to Rs 966.91 crores for the previous year, registering a growth of 41%. The profit before tax for the year improved by 66% and stood at Rs 247.63 crores as against Rs 149.40 crores of the previous year. The Net Profit for the year 2008-09 was Rs 160 crores reflecting an increase of 70% as compared to Rs 93.85 crores for the previous year 2007-08.

Financial Highlights

(Rs Crores)

Sl Particulars 08-09 07-08

No

1. Gross Income 1360.05 966.91

2. Profit before interest, depreciation and tax 276.42 162.66

3. Interest 18.99 3.57

4. Depreciation & Write off 9.80 9.69

5. Profit before tax 247.63 149.40

6. Provision for tax (Net) 87.56 55.55

7. Net Profit 16O.07 93.85



Dividend

6. Your Directors are pleased to recommend a dividend of Re.l per Equity Share on the 11,32,80,000 fully paid Equity Shares of Rs. 10 each and Rs.70 per 11,91,420 fully paid 7% Non-Cumulative Preference Shares of Rs. 1000 each. The total outgo for dividend and dividend tax would be Rs. 23.01 Crores (Approx.)

Transfer to General Reserves

7. A sum of Rs. 4.00 Crores has been transferred to General Reserves of the Company. This reflects the inherent financial strength.of the Company.

NetWorth

8. Continued profitability of the company has resulted in an increase in Net Worth from Rs 429.42 crores for the year 2007-08 to Rs 566.49 crores for the year 2008-09.

Contribution to Exchequer

9. The total contribution made by the company to the national exchequer by way of Value Added Tax, Income Tax, fringe Benefit Tax, Excise Duty, Customs Duty and Service Tax was Rs. 190 Crores.

Operations

Shipbuilding

10. The company could achieve a total Shipbuilding income of Rs 986 crores during the year 2008-09 as against Rs 582 crores during the year 2007-08, thus achieving an increase of 70%. The achievements during the year include, keel laying for the Indigenous Aircraft Carrier Project on 28 Feb 2009 by the Honble Raksha Mantri Shri A K Antony and delivery of four Platform Supply Vessels to various international owners.

11. Order book position as on 31st March 2009 was as follows:

Vessel Type Nos

UT 755LN Platform Supply Vessels 11

Anchor Handling Tug Supply Vessels 2

09 CD Platform Supply Vessels 4

Indigenous Aircraft Carrier (IAC) 1

Total 18

12. During 2008-09 Cochin Shipyard undertook major repairs to JUR Sagar Kiran, Sagar Bhushan, of ONGC and INS Viraat of Indian Navy. The total Shiprepair turnover during the year was Rs 270 crores as compared to Rs 252 crores for the previous year.

13. The total outlay for the XI plan period is Rs. 528 crores. The total plan expenditure incurred in 2008-09 amounted to Rs 118.71 Crores. The major capital expenditure undertaken during the year includes the following:

- Design and construction of partition gate in dock O Design softwares for Small Ship Division

- Upgradation of PlasmaII machine and commissioning of section blasting machine in hull shop.

- Fabrication of A Frames for block storage.

- Supply of equipments for 40 T LLTT crane in SR Division.

14. An amount of Rs.45.79 Crores has been spent for developing infrastructural facilities for Small Ship Division. Additionally an amount of Rs. 49.18 Crores were spent for IAC infrastructure facilities like 60T and 40 T cranes; computerisation, office space, connectivity with IHQ, MoD (N) and liquid argon supply tank.

Effective Manpower

15. The total manpower of the company as on 31st March 2009 was 1962 consisting of 263 Officers, 191 Supervisors and 1508 workmen. The manpower strength includes 218 SCs , 40 STs, 159 OBC, 52 PWD and 17 Ex servicemen. The total women employees as on 31 st March 2009 was 139.

16. The Human Resource complement of CSL as on 31st March 2009 is as follows:

Category SC ST OBC PWD Ex Servic Woman

Men Employees

Executives 31 5 39 1 2 25

Supervisors 25 3 0 4 2 16 Workmen 162 32 120 47 13 98

Total 218 40 159 52 17 139

Implementation of Official Language Policy

17. In pursuance of sub rule (4) of rule 10 of the Official Language (use for the official purposes of the union) Rules, 1976, Govt, of India have notified CSL, in the Gazette of India as having acquired working knowledge / proficiency in Hindi by more than 80% of ministerial staff of the Company.

18. CSL was awarded with the Rajbhasha Rolling Trophy (3rd Prize) by Kochi TOLIC (PSUs) for the best implementation of Official Language. CSL has been getting this trophy continuously for the last twelve years.

19. Eight Employees passed in-service training in Pragya course. Five employees were awarded with cash prize under the incentive scheme for doing original work in Hindi.

Statement of employees particulars

20. Particulars required to be given as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended. Nil

21. Conservation of energy, Technology absorption and Foreign Exchange Earnings / outgo as required under Section 217(1) (e) of the Companies (Amendment) Act, 1988 is furnished at Annexure A.

22. The comments of the Comptroller and Auditor General of India under Section 619(4) of the Companies Act, 1956 is placed at Annexure B.

Vigilance

23. Annual action plan on vigilance and anti corruption measures was prepared and implemented. Emphasis was given to vigilance sensitization programmes and efforts taken for preventive vigilance.

24. During the year the Parliamentary Committee on Personnel, Public Grievance, Law and Justice which dealt with Vigilance areas visited Kochi in

Jan 2009. Detailed presentation was made to the committee about the vigilance activities undertaken in the yard.

Research and Development initiatives

25. The main focus of R&D initiatives of CSL during the year continued to be in the areas of design and welding. R&D initiatives in developing detailed design for clean ship is progressing and will help in achieving better market shares in future when demand for such ships would increase. The welding procedures and processes for the special steel used for the fabrication works of Indigenous Aircraft Carrier and other Indian Naval Ships have been developed.

Safety

26. Safety of human life, property and environment are of vital importance to the company and this is being achieved through focused implementation. Emphasis on high safety standards, creating more awareness of health hazards and emphasis on clean environment are given weighted importance. CSL has decided to implement Integrated Management System (IMS) consisting of existing Quality Management System (QMS)- ISO 9001 along with environmental standards ISO 14001 and Occup- ational Health and Safety (OH&S) standard OHSAS18001

27. Safety Audits based on check lists are conducted at scheduled intervals along with execution departments for evaluating safety at working skids and on board ships. Separate inspections for electrical installation are also done.

Industrial Security

28. The company continued to comply with International Ships and Port facility Security (ISPS) Code, a mandatory maritime security requirement promulgated by International Maritime Organization. Additional and heightened security measures like 24 hours water front patrolling by armed men, installation of wireless electronic surveillance system (CCTV) etc.

have been adopted in the wake of the 26/11 Mumbai terrorist attacks. The honorable Parliament Committe on Assurances visited Cochin on 18th January to 21st January 2009 to take stock of the security scenario in Cochin Shipyard Ltd. CISF contingent headed by a Deputy Commandant continues to be entrusted with the security arrangement in the company. Company is indebted to Government of India for extending separate grant towards augmenting security measures under ISPS Code implementation. Cochin Shipyard also acknowledges the invaluable services and support offered by the security agencies like Intelligence Bureau, Kerala Police etc in making CSL a secure place to work. No security breach was reported during the year.

Industrial Relations

29. Industrial relations scenario in the company continued to be generally harmonious and peaceful without a single man-day lost on account of labour unrest. There are three recognized trade unions representing the regular workers and a trade union representing contractors workers in the company. During the year a bi-partite settlement was signed between the company and the workmen for the revised Career Development Plan (CDP) for workmen. The revised CDP was implemented to the satisfaction of the entire workmen in the company. Collective bargaining process for the next Long Term Settlement for wages and service conditions of the workmen due from 01-04-2007 is in progress.

Awards and Recognition

30. The year went by brought many laurels to the company in all fields. Apart from the milestone achievement of record profit, your company bagged the coveted first place in the large industry group MKK Nair Memorial Productivity Award instituted by Kerala State Productivity Council consecutively for the second year.

31. Cochin Shipyard was awarded the Performance Excellence Award instituted by Indian Institution of Industrial Engineering consecutively for 2007 and 2008.

32. On the safety front, your company received the very first prize in the Safety Award applicable to large size factories in Kerala instituted by Government of Kerala through Department of Factories and Boilers. In addition, your shipyard also won the award for Outstanding Safety Performance by National Safety Council (Kerala Chapter).

33. A documentary film on industrial safety produced and directed by the company won the best safety film award by the Government of Kerala, Department of Factories and Boilers.

Board of Directors

34. The Board of Directors of Cochin Shipyard as on the date of AGM consisted of three wholetime directors, two official part time directors and five Non-Official Part Time Directors. Shri A K Jain who was appointed as Non Official Part Time Director on 2nd May 2008, resigned from the Board w.e.f 8th June 2009. A new post of Director (Technical) in Cochin Shipyard has been approved by GOI vide their letter dated 05fh February 2009. The process of selection for the post is in progress.

Directors Responsibility Statement

35. Pursuant to Section 217(2AA) of the Companies Act, the Directors, based on the representations received from the operating management, confirm that:

In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures are made from them

We have selected such accounting policies and applied them consistendy and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period

We have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and

The annual accounts have been prepared on the going concern basis.

Corporate Governance

36. The Company is committed to maintain the highest standards of Corporate Governance and has put in place an effective Corporate Governance System.

37. The Report on Corporate Governance forms part of the Annual Report.

Internal Control Systems.

38. Cochin Shipyard Limited has a proper and adequate system of internal controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use or disposition and those transactions are authorised, recorded and reported correctly. The Company also has an Audit Committee, comprising of three Non Official Part Time Directors, who interact with the Statutory Auditors, Internal Auditors and Auditees in dealing with matters within its terms of reference. The Committee mainly deals with accounting matters, financial reporting and internal controls. During the year under review, the Committee met four times.

Audit Committee Recommendation

39. During the year there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence, there is no need for the disclosure of the same in this Report.

Risk Management Process

40. Cochin Shipyard Limited has adopted a comprehensive system of Risk Management. It ensures that all the Risks are timely defined and mitigated in accordance with the well-structured risk management process. The Audit Committee reviews periodically the risk management process.

Extension of date of redemption of Preference

Shares

41. The Company at its Extra Ordinary General Meeting held on 17th March 2009 and Class Meeting of 7% Non- Cumulative Preference Shareholders held on the same date, had extended the date of redemption of 11,91,420 7% Non- Cumulative Preference Shares of Rs. 1000 each amounting to Rs. 1,19,14,20,000 so as to redeem the same from April 2010 onwards in six annual instalments or anytime before the IPO of the Company, whichever is earlier.

Subdivision of Equity Shares

42. In line with Ministry of Shipping letter No.F.No.SY- 12021/1/07-CSL dated 05 December 2008 the Company at its Extra Ordinary General Meeting held on 17 March 2009, subdivided each of the Equity Shares of face value of Rs.1,000/- in the authorised capital of the Company fully paid-up, into hundred equity shares of Rs. 10/- each fully paid-up and consequential amendments have been effected in the Memorandum of Association and Articles of Association of the Company.

Auditors

43. M/s Krishnamoorthy & Krishnamoorthy, Chartered Accountants, Ernakulam were appointed as statutory auditors of the company for the year 2008-09.

Auditors Report

44. The Comments of statutory auditors and companys reply is placed at Annexure C.

Acknowledgement

45. The Board of Directors are extremely thankful for the continued patronage extended by the Honble Minister of Shipping and all officers of the Ministry. The Board would also like to express their grateful appreciation for the support and cooperation received from various offices of the Government of India, Government of Kerala and local bodies, the Comptroller and Auditor General of India, Statutory Auditors, Vendors, Sub contractors, Companys Bankers and our valued customers. The Board also places on record its appreciation for the contribution and support extended by the employees at all levels.

For and on behalf of the Board

Sd/-

Cmde M Jitendran Chairman & Managing Director

Kochi 07 July 2009