| 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/BoardofDirectorsanditsCommittees.pdf |
| 4 |
Code of conduct of board of directors and senior management personnel |
Yes |
|
https://grse.in/policies/Code_of_Conduct_and_Ethics%20_apr_2025.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.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_Programme_2023-24.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/wp-content/uploads/2022/04/GRSE-Dividend-Distribution-Policy.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-46/ |
| 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-46/ |
| 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. Following the completion of tenure of Mr. Sanjay Panse, Independent Director, with effect from 27 Dec 2024, the number of IDs has been reduced to one, thereby falling below the statutory requirement. 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. It may be noted that the Company had a duly constituted Audit Committee with a regular Chairperson upto 26 Dec 2024. However, there has been no Audit Committee in place since 27 Dec 2024. 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 Govt. of India withdrew the nomination of Mr. Rajeev Prakash as Government Nominee Director w.e.f. 11 Dec 2024. Consequently, the number of Non-Executive Director (NED) / Independent Directors (IDs) on the Board was reduced to two. Subsequently, with the cessation of Mr. Sanjay Panse, ID, from 27 Dec 2024, the total number of IDs on the Board further reduced to one, thereby falling below the statutory requirement. As a result, the Company is currently unable to reconstitute the Nomination and Remuneration Committee in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. It may be noted that the Company had a duly constituted Nomination and Remuneration Committee with a regular Chairperson upto 10 Dec 2024. However, there has been no Nomination and Remuneration in place since 11 Dec 2024. Further, the appointment of requisite number of IDs is currently pending with the Government of India. |
| 19 |
Quorum of Nomination and Remuneration Committee meeting |
19(2A) |
Yes |
|
| 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) |
Yes |
|
| 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) |
Yes |
|
| 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 |
|
Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: |
| 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
| National Stock Exchange of India |
NSE has imposed fine of Rs. 5,52,240 for non-compliance of Reg 17(1) and 18(1) of SEBI (LODR) Regulations, 2015 pertaining to the Composition of the Board including failure to appoint woman independent director and Constitution of an Audit Committee, respectively.
| 17-Mar-2025 |
During the quarter, NSE has imposed a fine for the quarter ended December 2024, for non-compliance with the requirement pertaining to composition of the Board including at least one-Woman Independent Director. The number of Independent Directors were less than the minimum required statutory limit in terms of the Regulation 17(1) of the SEBI (LODR) Regulations. Further, the Company did not have a Woman Independent Directors in its Board. Additionally, in accordance with the Regulation 18(1), every listed entity shall constitute a qualified and independent Audit Committee having minimum of 3 directors, two-thirds of whom shall be independent directors. However, the Company was unable to reconstitute the Audit Committee due to an inadequate number of Independent Directors on the Board. |
At present, there is no immediate monetary impact on the financials of the Company. The Company has filed a detailed response to the Stock Exchange citing that the Company being CPSE under the administrative control of Ministry of Defence, Government of India, the Directors of the Company are appointed by the Government of India through Presidential Order. The action for appointment of Independent Directors including Independent Woman Director on to the Board of CPSEs is not in the hands of the Company and also beyond the control of the Company. Accordingly, GRSE should not be held liable to pay the fines and the same should be waived-off. 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. |
| 2
| BSE Limited |
BSE has imposed fine of Rs. 5,52,240 for non-compliance of Reg 17(1) and 18(1) of SEBI (LODR) Regulations, 2015 pertaining to the Composition of the Board including failure to appoint woman independent director and constitution of an Audit Committee, respectively.
| 17-Mar-2025 |
During the quarter, BSE has imposed a fine for the quarter ended December 2024, for non-compliance with the requirement pertaining to composition of the Board including at least one-Woman Independent Director. The number of Independent Directors were less than the minimum required statutory limit in terms of the Regulation 17(1) of the SEBI (LODR) Regulations. Further, the Company did not have a Woman Independent Directors in its Board. Additionally, in accordance with the Regulation 18(1), every listed entity shall constitute a qualified and independent Audit Committee having minimum of 3 directors, two-thirds of whom shall be independent directors. However, the Company was unable to reconstitute the Audit Committee due to an inadequate number of Independent Directors on the Board. |
At present, there is no immediate monetary impact on the financials of the Company. The Company has filed a detailed response to the Stock Exchange citing that the Company being CPSE under the administrative control of Ministry of Defence, Government of India, the Directors of the Company are appointed by the Government of India through Presidential Order. The action for appointment of Independent Directors including Independent Woman Director on to the Board of CPSEs is not in the hands of the Company and also beyond the control of the Company. Accordingly, GRSE should not be held liable to pay the fines and the same should be waived-off. 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. |