As on: Oct 10, 2024 12:52 PM
Dear Shareholders,
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 Rs2330.46 Crores for the year as compared to Rs3190.00 Crores in the year 2021-22. The profit before tax is Rs448.51Crores for the year as against Rs794.39 Crores in the previous year. The net profit is Rs334.49 Crores as compared to Rs586.57 Crores for the previous year.
3. The authorised share capital of the Company is Rs2,50,00,00,000/- divided into 25,00,00,000 equity shares of face value of Rs10/- each. The paid up share capital of the Company is Rs1,31,54,03,900/- divided into 13,15,40,390 equity shares of face value of Rs10/- each.
Financial Highlights
(Rs Crores)
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 Rs3/- per share on the 13,15,40,390 fully paid equity shares of Rs10/- each.
Earlier, two interim dividends of Rs7/- each aggregating to Rs14/- per equity share had been paid to the shareholders during 2022-23. Thus, the total dividend for the year 202223 is Rs17/- per equity share (170%), amounting to Rs223.62 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 Rs4291.88 Crores which reflects the inherent financial strength of the Company.
Shipbuilding
7. The Company achieved a total shipbuilding income of Rs1766.45 Crores during 2022-23 as against Rs2511.48 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 Rs564.01 Crores as compared to Rs678.52 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:
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 Rs175.20 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 Rs1761.33 Lakhs for the year ended March 31,2023 as against Rs45.16 Lakhs for the previous year. The Company which was in project stage has reported a loss of Rs2033.59 Lakhs for the year ended March 31, 2023 as against Rs283.61 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 Rs4780.96 Lakhs for the year ended March 31, 2023 as against Rs1008.06 Lakhs for the previous year. During FY 2022-23 the revenue from operations improved significantly to Rs3917.45 Lakhs as against Rs641.98 Lakhs for FY 2021-22. Due to the enhanced activities in FY 2022-23, the Company could narrow down its loss by 33% to Rs866.54 Lakhs as against Rs1294.13 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 Rs25,000/- 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 Rs15,000/-. 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 Rs2,000/- 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 Rs2,000/- cash prize.
International Yoga Day
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 Rs1,00,000/- 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 Rs1,500/- 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.
Professional Assessments
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:
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 Rs385.97 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 Rs5,000/- 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:
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:
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 Rs17.25 Crores against the target mandatory CSR spending of Rs16.06 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:
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:
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.