General information about company |
|
|---|---|
| Scrip Code | 542011 |
| NSE Symbol | GRSE |
| MSEI Symbol | NOTLISTED |
| ISIN | INE382Z01011 |
| Name of the entity | Garden Reach Shipbuilders & Engineers Limited |
| Date of start of financial year | 01-Apr-2025 |
| Date of end of financial year | 31-Mar-2026 |
| Reporting Quarter | Yearly |
| Date of Quarter Ending | 31-Mar-2026 |
| Type of company | Equity |
| Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes |
| Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes |
| Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No |
| Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity | During the quarter and in terms of the provisions of Para A(1) of Part A of Schedule III of SEBI (LODR) Regulations, 2015, the Company does not hold any shares or voting rights in unlisted company, aggregating to 5% or more. |
| Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes |
| Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | No |
| Reason For Part E Of Annexure I Disclosure Of Updates To Ongoing Tax Litigations Or Disputes Is Not Applicable To The Entity | In terms of the provisions of Para B(8) of Part A of Schedule III of (LODR) Regulations, 2015, and as on 31 Dec 2025, there are no such Ongoing Tax Litigations or Disputes, outcome thereof which may have an impact on the Company. |
| Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | Yes |
| Risk management committee | Yes |
| Market Capitalisation as per immediate previous Financial Year | Top 500 listed entities |
| Is SCORE ID Available ? | Yes |
| SCORE Registration ID | 443 |
| Reason For No SCORE ID | |
| Type of Submission | Original |
| Remarks (website dissemination) | |
Annexure I |
||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||||||||
| I. Composition of Board of Directors |
| Disclosure of notes on composition of board of directors explanatory | The Company being a CPSE under the administrative control of Ministry of Defence, the Directors on the Board are appointed through Presidential Orders. As on 31 Mar 2026, the Company has only one Independent Director (ID), leaving it with improper composition of Board of Directors. The appointment of four Independent Directors, including one independent Woman Director, is currently pending with the Government of India. | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Whether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | Disqualification of Directors under section 164 of the Companies Act, 2013 | ||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Reason for Cessation | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr. | HARI P R | 08591411 | Executive Director | Chairperson | MD | 31-May-1967 | No | Active | NA | 10-Jun-2022 | 59 | 1 | 0 | 0 | 0 | ||||||||||
| 2 | Mr. | SHANTANU BOSE | 09631817 | Executive Director | Not Applicable | 10-Apr-1968 | No | Active | NA | 08-Jun-2022 | 60 | 1 | 0 | 1 | 0 | |||||||||||
| 3 | Mr. | SUNILKUMAR PANANGADAN | 11193635 | Executive Director | Not Applicable | 20-Oct-1972 | No | Active | NA | 14-Jul-2025 | 60 | 1 | 0 | 0 | 0 | |||||||||||
| 4 | Mr. | NIRANJAN MUKUND BHALERAO | 10941391 | Executive Director | Not Applicable | 05-Jul-1971 | No | Active | NA | 06-Oct-2025 | 60 | 1 | 0 | 1 | 0 | |||||||||||
| 5 | Mr. | RAJEEV PRAKASH | 08590061 | Non-Executive - Nominee Director | Not Applicable | 21-Oct-1969 | No | Active | NA | 15-Jul-2025 | 2 | 0 | 0 | 0 | ||||||||||||
| 6 | Mr. | KAMLESHBHAI SHASHIKANTBHAI MIRANI | 11118795 | Non-Executive - Independent Director | Not Applicable | 04-Dec-1971 | No | Active | NA | 21-May-2025 | 21-May-2025 | 36 | 1 | 1 | 1 | 1 | ||||||||||
Annexure 1 |
|
|---|---|
II. Composition of Committees |
|
| Disclosure of notes on composition of committees explanatory | .During the quarter, due to non-availability of the requisite number of Independent Directors (IDs), the Company did not have Audit Committee and Nomination and Remuneration Committee (NRC). The appointment of the requisite number of IDs by the Government of India is presently awaited. |
Audit Committee Details |
|
|---|---|
| Whether the Audit Committee has a Regular Chairperson | No |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|
Nomination and remuneration committee |
|
|---|---|
| Whether the Nomination and remuneration committee has a Regular Chairperson | No |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|
Stakeholders Relationship Committee |
||
|---|---|---|
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 11118795 | KAMLESHBHAI SHASHIKANTBHAI MIRANI | Non-Executive - Independent Director | Chairperson | 01-Jun-2025 | ||
| 2 | 09631817 | SHANTANU BOSE | Executive Director | Member | 01-Jun-2025 | ||
| 3 | 10941391 | NIRANJAN MUKUND BHALERAO | Executive Director | Member | 06-Oct-2025 |
Risk Management Committee |
|
|---|---|
| Whether the Risk Management Committee has a Regular Chairperson | Yes |
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
|---|---|---|---|---|---|---|---|
| 1 | 09631817 | SHANTANU BOSE | ED | Chairperson | 01-Jun-2025 | ||
| 2 | 11193635 | SUNILKUMAR PANANGADAN | ED | Member | 14-Jul-2025 | ||
| 3 | 10941391 | NIRANJAN MUKUND BHALERAO | ED | Member | 06-Oct-2025 | ||
| 4 | 11118795 | KAMLESHBHAI SHASHIKANTBHAI MIRANI | ID | Member | 01-Jun-2025 | ||
| 5 | 99999999 | BHUBNESHWAR MISHRA | Chief Risk Officer | Member | 14-Jul-2025 | 31-Mar-2026 | Textual Information(1) |
| 6 | 99999999 | BIJAY DAS | Risk Coordinator | Member | 01-Aug-2025 | Textual Information(2) |
Text Block |
|
| Textual Information(1) | Cdr Bhubneshwar Mishra, IN (Retd.) superannuated on 31 Mar 2026, and accordingly he ceased to be the Chief Risk Officer of the Company w.e.f. 31 Mar 2026. DIN is not available. |
| Textual Information(2) | DIN is not available. |
Annexure 1 |
||||||||
|---|---|---|---|---|---|---|---|---|
| III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* | |
| 1 | 04-Nov-2025 | Yes | 6 | 6 | 1 | |||
| 2 | 28-Jan-2026 | 84 | Yes | 6 | 5 | 1 | ||
| 3 | 21-Feb-2026 | 23 | Yes | 6 | 6 | 1 | ||
| 4 | 18-Mar-2026 | 24 | Yes | 6 | 5 | 1 | ||
Annexure 1 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | During the quarter, due to non-availability of the requisite number of Independent Directors (IDs), the Company did not have Audit Committee and Nomination and Remuneration Committee (NRC). The appointment of the requisite number of IDs by the Government of India is presently awaited. | |||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Risk Management Committee | 28-Oct-2025 | Yes | 4 | 4 | 1 | 2 | |||
| 2 | Stakeholders Relationship Committee | 28-Jan-2026 | Yes | 3 | 3 | 1 | 0 | |||
Annexure 1 |
||
|---|---|---|
| VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | No |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | No |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | No |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | The Company, being a CPSE under the administrative control of Ministry of Defence, the Directors on the Board are appointed through Presidential Orders. The appointment of four Independent Directors (IDs), including one Independent Woman Director, is currently pending with the Government of India. As a result, the Company is presently unable to comply with the provisions of Board composition under Regulation 17 of SEBI (LODR) Regulations, 2015. Further, due to non-availability of requisite number of Independent Directors, the Company did not have Audit Committee and Nomination and Remuneration Committee (NRC) throughout the quarter. |
|---|
Annexure 1 |
||
|---|---|---|
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Sandeep Mahapatra |
| 2 | Designation | Company Secretary and Compliance Officer |
Details of Cyber security incidence |
||
|---|---|---|
| Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter | No | |
| Other details of cyber security incidence or breaches or loss of data event | ||
| Number of cyber security incidence or breaches or loss of data event occurred during the quarter | ||
| Sr | Date of the event | Brief details of the event |
|---|
| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
|---|---|---|---|---|
| I. Disclosure on website in terms of LODR Regulation | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. | Web address |
| 1.1 | Details of business | Yes | https://grse.in/ship-building/ https://grse.in/ship-repairs/ https://grse.in/engineering/ https://grse.in/engine/ | |
| 1.2 | Memorandum of Association and Articles of Association | Yes | https://grse.in/shareholders-information/GRSE_MoA_AoA.pdf | |
| 1.3 | Brief profile of board of directors including directorship and full time positions in body corporates | Yes | https://grse.in/board-of-directors-and-cvo/ | |
| 2 | Terms and conditions of appointment of independent directors | Yes | https://grse.in/wp-content/uploads/2022/04/Terms-and-Conditions-of-Appt-of-Non-Executive-Directors.pdf | |
| 3 | Composition of various committees of board of directors | Yes | https://grse.in/board-of-directors-and-committees/Board%20of%20Directors%20and%20its%20Committees.pdf | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | https://grse.in/policies/Code%20of%20Conduct%20and%20Ethics%20-%202026.pdf | |
| 5 | Details of establishment of vigil mechanism or whistle blower policy | Yes | https://grse.in/wp-content/uploads/2022/04/Whistle-Blower-Policy-1.pdf | |
| 6 | Criteria of making payments to non-executive directors | Yes | https://grse.in/wp-content/uploads/2022/04/Terms-and-Conditions-of-Appt-of-Non-Executive-Directors.pdf | |
| 7 | Policy on dealing with related party transactions | Yes | https://grse.in/policies/GRSE-Policy_for_Related_Party_Transactions_25_5_23.pdf | |
| 8 | Policy for determining material subsidiaries | Yes | https://grse.in/wp-content/uploads/2022/04/Policy-for-Determining-Material-Subsidiaries-GRSE.pdf | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | https://grse.in/board-of-directors-and-committees/Familiarisation%20Programme%20-%202024-25_02.pdf | |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | https://grse.in/investor-grievance/ | |
| 11 | Email address for grievance redressal and other relevant details | Yes | https://grse.in/investor-grievance/ | |
| 12 | Financial results | Yes | https://grse.in/financial-results/ | |
| 13 | Shareholding pattern | Yes | https://grse.in/shareholding-pattern-2/ | |
| 14 | Details of agreements entered into with the media companies and/or their associates | Yes | https://grse.in/corporate-announcement/ | |
| 15.1 | Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet | Yes | https://grse.in/investor-presentations/ | |
| 15.2 | Audio or video recordings and transcripts of post earnings/quarterly calls | Yes | https://grse.in/investor-presentations/ | |
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | https://grse.in/corporate-announcement/ | |
| 18 | Credit rating or revision in credit rating obtained | Yes | https://grse.in/shareholders-information/ | |
| 19 | Separate audited financial statements of each subsidiary of the listed entity | NA | ||
| 20 | Secretarial compliance report | Yes | https://grse.in/corporate-announcement/ | |
| 21 | Materiality policy as per regulation 30 (4) | Yes | https://grse.in/policies/Policy_for_Determination_of_Materiality_of_Event_or_Information.pdf | |
| 22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | https://grse.in/wp-content/uploads/2022/06/Authorisation-of-WTD-and-CS-for-dertermination-of-materiality-of-events.pdf | |
| 23 | Disclosures under regulation 30(8) | Yes | https://grse.in/corporate-announcement/ | |
| 24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | ||
| 25 | Dividend distribution policy as specified in regulation 43A (1) | Yes | https://grse.in/policies/Dividend_Distribution_Policy_apr_2025.pdf | |
| 26.1 | Annual return as provided under section 92 of the Companies Act 2013 | Yes | https://grse.in/annual-returns/ | |
| 26.2 | Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 | |||
| 27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | https://grse.in/disclosure-under-regulation/ | |
| 28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation | Yes | https://grse.in/disclosure-under-regulation/ | |
| 29 | Disclosure of notes on website in terms of Listing Regulations explanatory | |||
Annexure II |
||||
|---|---|---|---|---|
| II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is No details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility | 16(1)(b) | Yes | |
| 2 | Board Composition | 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) | No | The Company being a CPSE under the administrative control of Ministry of Defence, the Directors on the Board are appointed through Presidential Order. The appointment of four Independent Directors, including one independent Woman Director, is currently pending with the Government of India. Consequently, the Company is presently unable to comply with the provisions of Board composition under Regulation 17(1) of SEBI (Regulations), 2015. |
| 3 | Meeting Of Board Of Directors | 17(2) | Yes | |
| 4 | Quorum of board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | No | The Company being CPSE, the appointment of Directors is carried out by the Public Enterprises Selection Board (PESB) and formalized through Presidential Orders. Accordingly, the Company does not have a succession plan for its Directors. However, a succession plan is maintained for Senior Management Personnel. |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | No | Ministry of Corporate Affairs vide its notification dated 5th June 2015 has exempted the Government Companies from the requirement of performance evaluation of Directors under the Companies Act, 2013, as the evaluation of Independent Directors is undertaken by the respective administrative Ministry. |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | No | The Company being a CPSE under the administrative control of Ministry of Defence, the Directors on the Board are appointed through Presidential Order. Due to the pending appointments of adequate number of Independent Directors on to the Board of the Company by the Government of India, the Company is unable to constitute the Board of Directors with optimum combination of Non-Executive Directors, Independent Directors including Women Independent Director. As a result, the Company is unable to reconstitute the Audit Committee in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further, the appointment of requisite number of IDs is pending with the Government of India. |
| 16 | Meeting of Audit Committee | 18(2) | No | Since 27 Dec 2024, due to an insufficient number of IDs on the Board, the Company is unable to reconstitute the Audit Committee. Consequently, no Audit Committee Meeting have been held since that date. Prior to 27 Dec 2024, the Company conducted Audit Committee Meetings at a regular interval in compliance with the applicable regulations. The appointment of IDs is currently pending by the Government of India. |
| 17 | Role of Audit Committee and information to be reviewed by the audit committee | 18(3) | Yes | |
| 18 | Composition of nomination & remuneration committee | 19(1) & (2) | No | The Company being a CPSE under the administrative control of Ministry of Defence, the Directors on the Board are appointed through Presidential Order. Due to the pending appointments of adequate number of Independent Directors on to the Board of the Company by the Government of India, the Company is unable to constitute the Board of Directors with optimum combination of Non-Executive Directors, Independent Directors including Women Independent Director. As a result, the Company is unable to reconstitute the Nomination & Remuneration Committee in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Further, the appointment of requisite number of IDs is pending with the Government of India. |
| 19 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | NA | |
| 20 | Meeting of Nomination and Remuneration Committee | 19(3A) | No | Since 11 Dec 2024, due to an insufficient number of NED/ IDs on the Board, the Company is unable to reconstitute the Nomination and Remuneration Committee. Consequently, no Nomination and Remuneration Committee Meeting have been held since that date. Prior to 11 Dec 2024, the Company conducted Nomination and Remuneration Committee Meetings at a regular interval in compliance with the applicable regulations. The appointment of IDs is currently pending by the Government of India. |
| 21 | Role of Nomination and Remuneration Committee | 19(4) | Yes | |
| 22 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
| 23 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 24 | Role of Stakeholders Relationship Committee | 20(4) | Yes | |
| 25 | Composition and role of risk management committee | 21(1),(2),(3),(4) | Yes | |
| 26 | Meeting of Risk Management Committee | 21(3A) | Yes | |
| 27 | Quorum of Risk Management Committee meeting | 21(3B) | Yes | |
| 28 | Gap between the meetings of the Risk Management Committee | 21(3C) | Yes | |
| 29 | Vigil Mechanism | 22 | Yes | |
| 30 | Policy for related party Transaction | 23(1), (1A), (5), (6), & (8) | Yes | |
| 31 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | NA | |
| 32 | Approval for material related party transactions | 23(4) | NA | |
| 33 | Disclosure of related party transactions on consolidated basis | 23(9) | NA | |
| 34 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | NA | |
| 35 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | NA | |
| 36 | Alternate Director to Independent Director | 25(1) | NA | |
| 37 | Maximum Tenure | 25(2) | Yes | |
| 38 | Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism | 25(2A) | NA | |
| 39 | Meeting of independent directors | 25(3) & (4) | No | The Company being a CPSE under the administrative control of Ministry of Defence, the Directors on the Board are appointed through Presidential Order. Currently, there is only one Independent Director on the Board of the Company. As a result, the Company is unable to hold a meeting of Independent Directors. Further, the appointment of requisite number of IDs is pending with the Government of India. |
| 40 | Familiarization of independent directors | 25(7) | Yes | |
| 41 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 42 | Directors and Officers insurance | 25(10) | Yes | |
| 43 | Confirmation with respect to appointment of Independent Directors who resigned from the listed entity | 25(11) | NA | |
| 44 | Memberships in Committees | 26(1) | Yes | |
| 45 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 46 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| 47 | Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity | 26(6) | NA | |
| 48 | Vacancies in respect Key Managerial Personnel | 26A(1) & 26A(2), 26A(3) | Yes | |
| Any other information to be provided - Add Notes | ||||
| Annexure II | ||
|---|---|---|
| III. Affirmations | ||
| Sr | Particulars | Compliance status (Yes/No/NA) |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes |
| Any other information to be provided | Textual Information(1) | |
Text Block |
|||
| Textual Information(1) | The Company have in place the Policy for Determining Material Subsidiaries but as on 31 Mar 2026 there is no subsidiary or associate of the Company. | ||
|---|---|---|---|
| Annexure II | ||
|---|---|---|
| 1 | Name of signatory | Sandeep Mahapatra |
| 2 | Designation | Company Secretary and Compliance Officer |
Additional Half yearly Disclosure |
|||
|---|---|---|---|
| Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | |||
| I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below | |||
| (A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |||
| Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
| Promoter or any other entity controlled by them | 0 | 0 | |
| Promoter Group or any other entity controlled by them | 0 | 0 | |
| Directors (including relatives) or any other entity controlled by them | 0 | 0 | |
| KMPs or any other entity controlled by them | 0 | 0 | |
| (B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By | |||
| Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
| Promoter or any other entity controlled by them | NA | 0 | 0 |
| Promoter Group or any other entity controlled by them | NA | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | NA | 0 | 0 |
| KMPs or any other entity controlled by them | NA | 0 | 0 |
| (C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by | |||
| Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
| Promoter or any other entity controlled by them | NA | 0 | 0 |
| Promoter Group or any other entity controlled by them | NA | 0 | 0 |
| Directors (including relatives) or any other entity controlled by them | NA | 0 | 0 |
| KMPs or any other entity controlled by them | NA | 0 | 0 |
| (D) Additional Information | |||
| II. Affirmations | |||
| Affirmations | Compliance Status | Company Remarks | |
| All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | Yes | ||
| Name | HARI P R | ||
| Designation | CEO | ||
| Place | KOLKATA | ||
| Date | 10-Apr-2026 | ||
Signatory Details |
|
|---|---|
| Name of signatory | Sandeep Mahapatra |
| Designation of person | Company Secretary and Compliance Officer |
| Place | KOLKATA |
| Date | 10-Apr-2026 |
Investor Grievance Details |
|
|---|---|
| No. of investor complaints pending at the beginning of Quarter | 0 |
| No. of investor complaints received during the Quarter | 5 |
| No. of investor complaints disposed off during the Quarter | 5 |
| No. of investor complaints those remaining unresolved at the end of the Quarter | 0 |
Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies- |
|||||
|---|---|---|---|---|---|
| Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies | |||||
| Sr. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
Disclosure of Imposition of Fine or Penalty |
|||||
|---|---|---|---|---|---|
| Any Other Information for Disclosure of Imposition of Fine or Penalty | |||||
| Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1 | BSE Limited | The BSE Limited (BSE) has imposed a fine of Rs. 9,77,040 for non-compliance with Regulations 17 (1), 18(1) and 19(1)/19(2) of the SEBI (LODR) Regulations, 2015. The non-compliances relate to the composition of the Board, including non-appointment of a Woman Independent Director and non-constitution/re-constitution of the Audit Committee and Nomination & Remuneration Committee. | 27-Feb-2026 | During the quarter, BSE levied the fine for the quarter ended 31 Dec 2025, on account of non-compliance with the requirements relating to the composition of the Board including the absence of a Woman Independent Director and an inadequate number of Independent Directors, in terms of Regulation 17(1) of the SEBI (LODR) Regulations, 2015. Further, in accordance with Regulation 18(1), every listed entity is required to constitute a qualified and Independent Audit Committee comprising a minimum of three directors, two-thirds of whom shall be Independent. Owing to the insufficiency of Independent Directors, the Company could not reconstitute the Audit Committee. Similarly, as per Regulation 19(1), the Nomination and Remuneration Committee (NRC) must consist of at least three directors, with two-thirds being Independent and all non-executive. The Company was unable to reconstitute the NRC for the same reason. | At present, there is no immediate monetary impact on the financials of the Company. The Company has submitted a detailed response to the Stock Exchange stating that, as a CPSE under the administrative control of the Ministry of Defence, Government of India, the appointment of Directors, including Independent and Woman Independent Directors, is made by the Government through Presidential Orders. Hence, the Company has no control over the appointment process, and the delay in such appointments is beyond its perview. Accordingly, the Company has requested BSE to reconsider and waive the imposed fine. It is pertinent to note that the Company has from time to time made requests to the administrative Ministry and has been regularly following up with the Government regarding appointment of requisite number of IDs (including Woman ID) on the Board. The response on the same is still awaited from the Government. However, the Company is pursuing the matter with the Government of India for early resolution. |
Disclosure of Updates to Ongoing Tax Litigations or Disputes |
|||||
|---|---|---|---|---|---|
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |||||
| Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute | |