SEC/48/2017-63 September 06, 2021

The Manager Compliance Department BSE Limited Phiroze Jeejeebhoy Tower Dalal Street Mumbai – 400 001

The Manager Compliance Department The National Stock Exchange of India Limited Exchange Plaza Bandra – Kurla Complex, Bandra (East) Mumbai – 400 051

Scrip Code/Symbol: 540678/COCHINSHIP

Dear Sir / Madam,

Subject: Notice of the 49 th AGM of Cochin Shipyard Limited scheduled on September 29, 2021 at 11:00 hrs. IST through VC / OAVM

We wish to inform you that the 49 th Annual General Meeting (AGM) of the Company is scheduled to be held on Wednesday, September 29, 2021 at 11:00 hrs. IST through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"). Pursuant to Regulation 30 read with Part A of Schedule III to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the Notice convening the 49 th AGM of the Company, which is being circulated to the shareholders through electronic mode.
The Notice of the AGM is being hosted on the Company's website at www.cochinshipyard.in and on the website of e-voting Agency, National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com.
The above is for your information and record please.

Thanking you,

For Cochin Shipyard Limited

Digitally signed by Syamkamal N Date: 2021.09.06 16:37:38 +05'30'

COCHIN SHIPYARD LIMITED

Corporate Identity Number: L63032KL1972GOI002414 Registered Office: Administrative Building, Cochin Shipyard Premises Perumanoor, Ernakulam, Kerala – 682015 Tel: +91 (484) 2501306 Fax: +91 (484) 2384001 E-mail: [email protected] Website: www.cochinshipyard.in

NOTICE

Notice is hereby given that the 49th Annual General Meeting (AGM) of Cochin Shipyard Limited (CSL) will be held on Wednesday, September 29, 2021 at 11:00 hrs. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:

Ordinary Business

1. To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors' and the Auditors' thereon.
1. To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2021, together with the Report of the Auditors' thereon.
1. To confirm the payment of first interim dividend of ₹9.00 (90%) per equity share and second interim dividend of ₹4.00 (40%) per equity share and to declare final dividend of ₹2.50 (25%) per equity share (face value ₹10/-) for the financial year 2020-21.
1. To appoint a Director in place of Shri Bejoy Bhasker (DIN: 08103825), who retires by rotation and being eligible, offers himself for re-appointment.
1. To authorize the Board of Directors to fix the remuneration of the auditors appointed by the Comptroller and Auditor General of India (C&AG) for the financial year 2021-22.

Special Business

6. Ratification of Remuneration of Cost Auditors

To consider and if thought fit, to pass the following resolution as ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), as amended from time to time, the Company hereby ratifies the remuneration of ₹1,50,000/- (Rupees One Lakh Fifty Thousand Only) per annum plus applicable tax payable to M/s. BBS & Associates, Cost Accountants (Firm Registration No.: 00273), who are appointed by the Board of Directors as Cost Auditors of the Company to conduct audits relating to cost records of the Company under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2022."

"RESOLVED FURTHER THAT any one of the Directors or the Company Secretary of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to the above resolution."

By Order of the Board of Directors

Kochi Company Secretary September 06, 2021 M. No. A25337

Syamkamal N

Notes:

1. In view of the COVID-19 Pandemic, the Ministry of Corporate Affairs ("MCA") vide its Circular No. 02/2021 dated January 13, 2021 read with Circular No. 20/2020 dated May 05, 2020, Circular No.14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, and all other relevant Circulars issued from time to time (collectively referred to as "MCA Circulars"), permitted the holding of the Annual General Meeting ("AGM") through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013, MCA Circulars, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and SEBI Circulars, the 49th AGM of the Company is being held through VC/OAVM. The Registered Office of the Company shall be deemed to be the venue for the AGM.
1. The statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business set out in the Notice is annexed and forms part of the Notice.
1. The relevant details, pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India ("ICSI"), in respect of Director seeking re-appointment at this AGM is annexed to this Notice.
1. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since, this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with and hence the facility for appointment of proxies by the Members will not be available for the AGM. Therefore, the proxy form, attendance slip and route map are not annexed to this Notice. However, in pursuance of Section 112 and 113 of the Companies Act, 2013, representatives of the Members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
1. In compliance with the MCA Circulars and SEBI Circulars dated January 15, 2021 and May 12, 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Depositories/ Company's Registrar and Transfer Agents (RTA). Members may note that the Notice and Annual Report 2020-21

will also be available on the Company's website www. cochinshipyard.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com.

1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized mode with effect from April 01, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical mode are requested to consider converting their holdings to dematerialized mode. Members can contact the Company or Company's Registrar and Transfer Agents (RTA), Link Intime India Private Limited for assistance in this regard.
1. Members who have not yet registered/updated their e-mail addresses are requested to register/update the same with their Depository Participants (DP) in case the shares are held in demat mode and with Link Intime India Private Limited, Company's RTA, in case the shares are held in physical mode. Members are requested to register/update their e-mail addresses to enable the Company/RTA to send communications through e-mail.
1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as name of the bank and branch details, bank account number, MICR code, IFSC etc., to their DPs in case the shares are held in demat mode and to Link Intime India Private Limited, Company's RTA, in case the shares are held in physical mode.
1. As per the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13 prescribed under Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014. If a Member desires to cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. SH-14 prescribed under Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014. On request, the necessary forms can be obtained from the Company's RTA, Link Intime

India Private Limited. Members are requested to submit the said details to their DP in case the shares are held in demat mode and to Link Intime India Private Limited in case the shares are held in physical mode.

10. Book Closure and Dividend

(i) The Register of Members and the Share Transfer Books of the Company will be closed from Thursday, September 23, 2021 to Wednesday, September 29, 2021, both days inclusive.
(ii) The final dividend for the financial year 2020-21, as recommended by the Board of Directors, if approved at the AGM, will be paid, subject to deduction of tax at source, by October 28, 2021 i.e. within 30 days from the date of approval to those Members whose names appear in the Register of Members/Depositories' records, as the case may be, at the close of business hours on Wednesday, September 22, 2021.
(iii) Company will be making the dividend payment by electronic mode wherever possible and by dividend warrants/demand drafts in other cases. In respect of shares held in demat mode, the dividend will be paid on the basis of beneficial ownership details furnished by the Depositories (NSDL & CDSL) as at the close of business hours on Wednesday, September 22, 2021. Members holding shares in demat mode may note that the bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its RTA cannot act on any request received directly from the Members holding shares in demat mode for any change of bank particulars or bank mandate. Such changes are to be advised only to the Depository Participant of the Members. Members who have changed their bank account after opening the demat account and want to receive dividend in an account other than the one specified while opening the demat account, are requested to change/correct their bank account details (including the nine digit Bank code) with their Depository Participant, before September 22, 2021.
(iv) As per the Finance Act, 2020, dividend paid and distributed by a Company will be taxable in the hands of Shareholders with effect from April 01, 2020. Therefore, the Company will be required to deduct taxes at source (TDS) at the rates applicable to each category of Shareholder under the provisions of the Income Tax Act, 1961 as explained below:

A. Resident Shareholders

(a) TDS would not apply in case of individuals if the aggregate dividend distributed to them during the financial year 2021-22 does not exceed H5,000.
(b) Tax at source will not be deducted in cases where a Shareholder provides
- Form 15G (applicable to any person other than a Company or a Firm)
- Form 15H (applicable to an individual above the age of 60 years), provided that the eligibility conditions are being met.
- The Form 15H/15G is available for download at the Company's website at www.cochinshipyard.in.
(c) Tax will be deducted at source ("TDS") under Section 194 of the Income Tax Act, 1961 @ 10% on the amount of dividend payable unless exempted under any of its provisions.
(d) In case of "specified person" under Section 206AB of the Income Tax Act, the TDS shall be deducted at twice the rates specified in the relevant provisions of the Income Tax Act, 1961.
(e) If PAN is not submitted, TDS would be deducted @ 20% as per Section 206AA of the Income Tax Act, 1961.

Shareholders are requested to update their PAN with the Company's RTA, Link Intime India Private Limited (in case of shares held in physical mode) and Depository Participants (in case of shares held in demat mode).

(f) Shareholders holding shares under multiple accounts under different status/ category and single PAN, may note that, higher of the tax as applicable to the status in which shares held under a PAN will be considered on their entire holding in different accounts.
(g) Shareholders are requested to kindly verify the correctness of the records and update the same with the Depository Participant (if shares are held in demat mode) or the Company's RTA (if shares are held in physical mode), at the earliest.
(h) Eligible Shareholders are also requested to submit the following documents as prescribed under the Income Tax Act, 1961 latest by 23:59 hrs. on September 21, 2021 at the portal of the Company's RTA, Link Intime India Private Limited at https://linkintime.co.in/formsreg/ submission-of-form-15g-15h.html to avail the benefit of exemption or lower deduction from withholding tax.

Category	Documents required	Remarks
General	Self-attested copy of withholding tax certificate forlower deduction u/s 197	If lower rate of taxis to be claimed
Individual	Duly signed Form 15G or 15H (as may be applicable)along with the self-attested copy of the PAN card	If tax exemption isto be claimed
Insurance Company	Self-declaration* that it has full beneficial interestwith respect to shares owned, along with selfattested copy of PAN card and registration certificate	If tax exemption isto be claimed
Mutual Funds	Self-declaration* that they are specified in Section10(23D) of the Income Tax Act, 1961, along with selfattested copy of PAN card and registration certificate	If tax exemption isto be claimed
Corporation established by or under aCentral Act which is, under any law forthe time being in force, exempt fromincome-tax on its income	Self-attested copy of the documentary evidencesupporting the exemption status along with selfattested copy of PAN card	If tax exemption isto be claimed
Alternative Investment Fund (AIF)established/ incorporated in India	Self-declaration* that its income is exempt underSection 10(23FBA) of the Income Tax Act, 1961and that they are governed by SEBI Regulations asCategory I or Category II AIF along with self-attestedcopy of the PAN card and registration certificate	If tax exemption isto be claimed

*The format of self-declaration is available at Company's website at www.cochinshipyard.in.

B. Non-Resident Shareholders

(a) Tax is required to be deducted at source in accordance with the provisions of Section 195 of the Income Tax Act, 1961 at applicable rates in force. As per the relevant provisions of the Income Tax Act, 1961, the tax shall be deducted at source @ 20% (plus applicable surcharge and cess) on the amount of dividend payable.
(b) Shareholders are requested to kindly verify the correctness of the records and update the same with the Depository Participant (if shares are held in demat mode) or the Company's RTA (if shares are held in physical mode), at the earliest.
(c) Eligible Shareholders are also requested to submit the following documents as prescribed under the Income Tax Act, 1961 latest by 23:59 hrs. on September 21, 2021 at the portal of the Company's RTA, Link Intime India Private Limited at https:// linkintime.co.in/formsreg/submission-of-form-15g-15h.html to avail the benefit of Double Taxation Avoidance Agreement (DTAA) between India and their country of residence.

	Category of Shareholder	Documents
Investments made by routesother than FPI route	Individual	•Self-attested copy of Tax Residency Certificate issued by the country in which theShareholder is a resident•Form 10F•Self-declaration
		•Self-attested copy of lower/ nil withholding tax certificate provided under Section197 of the Income Tax Act, 1961, if any.
	Partnerships,Trusts	•Self-attested copy of Tax Residency Certificate issued by the country in which theShareholder is a resident
		•Form 10F*
		•List of partners/ beneficiaries, their respective shares in the income of thepartnership/ trust and their respective residential status (if not forming part of TRC)
		•Self-declaration*
		•Self-attested copy of lower/ nil withholding tax certificate provided under Section197 of the Income Tax Act, 1961, if any.

	Category of Shareholder	Documents
	Companies	•Self-attested copy of Tax Residency Certificate issued by the country in which theShareholder is a resident
		•Form 10F*
		•Proof of satisfaction of LoB wherever required as per treaty (for example, in casethe foreign company is registered on the stock exchange of the other country – thelisting certificate of the company)
		•Self-declaration*
		•Self-attested copy of lower/ nil withholding tax certificate provided under Section197 of the Income Tax Act, 1961, if any.
Investments made through FPI route	FPIs(if shares are heldunder the FDI	•Self-attested copy of Tax Residency Certificate issued by the country in which theShareholder is a resident
		•Form 10F*
	regime)	•Proof of satisfaction of LoB wherever required as per treaty (for example, in casethe foreign company is registered on the stock exchange of the other country – thelisting certificate of the company)
		•Self-declaration*
		•Self-attested copy of lower/ nil withholding tax certificate provided under Section197 of the Income Tax Act, 1961, if any.
	FPIs	•Self-attested declaration that investment has been made under FPI route
	(other than above)	•Self-attested copy of lower/ nil withholding tax certificate provided under Section197 of the Income Tax Act, 1961, if any.

*The Form 10F and the format of Self-declaration is available at Company's website at www.cochinshipyard.in.

(d) Kindly note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/ withholding on dividend amounts. Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company of the documents submitted by non- resident shareholders.
(e) Tax shall be deducted at source @ 20% (plus applicable surcharge and cess) on dividend paid to Foreign Institutional Investors and Foreign Portfolio Investors under Section 196D of the Income Tax Act, 1961. Such TDS rate shall not be reduced on account of the application of the lower DTAA rate, if any.
(v) Kindly note that the aforementioned documents should be uploaded at the portal of the Company's RTA, Link Intime India Private Limited at https:// linkintime.co.in/formsreg/submission-of-form-15g-15h.html latest by 23:59 hrs. on September 21, 2021. Documents submitted through e-mail or any other form will not be considered.
(vi) No communication on the tax determination/ deduction shall be entertained after September 21, 2021.
(vii) In case tax on dividend is deducted at a higher rate in the absence of receipt of the aforementioned details/ documents, Shareholders would still have the option of claiming refund of the excess tax deducted at the time of filing the income tax return by consulting a tax advisor. No claim shall lie against the Company for such taxes deducted.
(viii) Shareholders are requested to register/update their e-mail addresses with their Depository Participant (DP) in case the shares are held in demat mode and with Link Intime India Private Limited, Company's RTA, in case the shares are held in physical mode to enable the Company to send Form 16A with respect to the TDS on Dividend. Shareholders will be able to see the credit of TDS in Form 26AS, which can be downloaded from their e-filing account at https://eportal.incometax.gov. in.
(ix) Disclaimer: This communication shall not be treated as an advice from the Company. For the tax related matters Shareholders should obtain the tax advice from a tax professional.

11. Unclaimed Dividend

(i) Members are hereby informed that under the Companies Act, 2013, the Company is obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid or unclaimed for a period of seven years from the date of such transfer to the Unpaid Dividend Account, to the credit of the Investor Education and Protection Fund ("IEPF") established by the Central Government.
(ii) Further, pursuant to the provisions of Section 124 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended ("IEPF Rules"), all the shares on which dividend remain unpaid/unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority as notified by the Ministry of Corporate Affairs. Hence, the Company urges all the Shareholders to encash/claim their respective dividend during the prescribed period.
1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.
1. Members are requested to:
- (i) Intimate to the Company/RTA, changes if any, in their respective addresses along with the pincode at an early date.
- (ii) Quote folio numbers in all their correspondences.
- (iii) Consolidate holdings into one folio in case of multiplicity of folios with names in identical orders.
1. Non-Resident Indian Shareholders are requested to inform the Company immediately the change in the residential status on return to India for permanent settlement.
1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which the Directors are interested,

maintained under Section 189 of the Companies Act, 2013 will be available electronically for inspection to the Members during the AGM. All documents referred to in the Notice will also be available for electronic inspection by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to secretary@cochinshipyard. in.

Members are requested to send all communications relating to shares to the Company's Registrar and Transfer Agents (RTA) at the following address:

Link Intime India Private Limited

"Surya", 35, Mayflower Avenue Behind Senthil Nagar Sowripalayam Road Coimbatore, Tamil Nadu – 641028 Phone: +91 (422) 2314792, 2315792 E-mail: [email protected]

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of SEBI Listing Regulations (as amended) and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a Member using remote e-voting system as well as the e-voting system on the date of the AGM will be provided by NSDL.

19. Instructions to Shareholders for remote e-voting

(i) The remote e-voting period begins on Sunday, September 26, 2021 at 09:00 hrs. and ends on Tuesday, September 28, 2021 at 17:00 hrs. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members whose names appear in the Register of Members/Depositories' records, as the case may be, as on the cut-off date, Wednesday, September 22, 2021, may cast their vote electronically. The voting right of Shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, September 22, 2021. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

(ii) Shareholders who have already voted prior to the Meeting date would not be entitled to vote at the Meeting venue.

(iii) Process and manner of voting by electronic means

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode

In terms of SEBI Circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and e-mail address in their demat accounts in order to access e-Voting facility.

Type ofShareholders	Login Method
IndividualShareholdersholding securities indemat mode withNSDL	1. Existing IDeAS user can visit the e-Services website of NSDL viz., https://eservices.nsdl.comeither on a personal computer or on a mobile. On the e-Services home page click on theBeneficial Owner icon under Login which is available under IDeAS section, this will promptyou to enter your existing User ID and Password. After successful authentication, you willbe able to see e-Voting services under Value added services. Click on Access to e-Votingunder e-Voting services and you will be able to see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & votingduring the Meeting.
	2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select Register Online for IDeAS Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing the URL https://www.evoting.

nsdl.com either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon Login which is available under Shareholder/Member section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository website wherein you can see the e-Voting page. Click on Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the Meeting.
1. Shareholders/Members can also download NSDL Mobile App NSDL Speede facility by scanning the QR code mentioned below for seamless voting experience.

Type ofShareholders	Login Method
IndividualShareholdersholding securities indemat mode withCDSL	1. Existing users who have opted for Easi/Easiest, they can login through their user idand password. Option will be made available to reach e-Voting page without any furtherauthentication. The URL for users to login to Easi/Easiest is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi under the tabLogin.
	2. After successful login of Easi/Easiest the user will be also able to see the e-Voting menu. Themenu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by providing demat account numberand PAN and the link for the same is https://evoting.cdslindia.com/Evoting/EvotingLogin orclick on E Voting Tab in CDSL website www.cdslindia.com. The system will authenticate theuser by sending OTP on registered mobile and e-mail as recorded in the demat account. Aftersuccessful authentication, user will be provided links for the respective e-Voting serviceprovider i.e. NSDL where the e-Voting is in progress.
IndividualShareholders(holding securitiesin demat mode)login throughtheir depositoryparticipants	You can also login using the login credentials of your demat account through your DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able tosee e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depositorywebsite after successful authentication, wherein you can see e-Voting feature. Click on Companyname or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website ofNSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduring the Meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID/Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login type	Helpdesk details
Individual Shareholders holdingsecurities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk bysending a request at [email protected] or call at toll free no. 1800 1020 990and 1800 22 44 30.
Individual Shareholders holdingsecurities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sendinga request at [email protected] or contact at 022 – 23058738 or022 – 23058542 – 43.

B) Login Method for e-Voting and joining virtual meeting for Shareholders other than Individual Shareholders holding securities in demat mode and Shareholders holding securities in physical mode

How to Login to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the URL https://www.evoting.nsdl.com either on a personal computer or on a mobile.
1. Once the home page of e-Voting system is launched, click on the icon Login which is available under Shareholder/ Member section.

A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-Services i.e. IDeAS, you can login at https://eservices.nsdl.com with your existing IDeAS login. Once you login to NSDL e-Services using your login credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

Manner of holding shares i.e.Demat (NSDL or CDSL) or Physical	Your User ID is:
(a) For Members who hold shares indemat account with NSDL.	8 Character DP ID followed by 8 Digit Client IDFor example, if your DP ID is IN300* and Client ID is 12** then yourUser ID is IN30012*.
(b) For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example, if your Beneficiary ID is 12************ then your User ID is12************.
(c) For Members holding shares inPhysical Form.	EVEN Number followed by Folio Number registered with the CompanyFor example, if your folio number is 001* and EVEN is 101456 then yourUser ID is 101456001*.

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

for those Shareholders whose e-mail addresses are not registered.

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

After you click on the Login button, Home page of e-Voting will open.

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

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the Companies' 'EVEN' in which you are holding shares and whose voting cycle and General Meeting is in active status.
1. Select 'EVEN' of the Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the Meeting. For joining virtual meeting, you need to click on VC/OAVM link placed under Join General Meeting.
1. Now you are ready for e-Voting as the voting page opens.
1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on Submit and also Confirm when prompted.
1. Upon confirmation, the message "Vote cast successfully" will be displayed.
1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
(iv) General Guidelines for Shareholders
- 1. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
- 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?"

or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.

1. In case of any queries/grievance, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Download section of www.evoting.nsdl.com. You may also send a request to Shri Amit Vishal, Assistant Vice President, National Securities Depository Limited, Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013 at the e-mail address evoting@nsdl. co.in or call on toll free no. 1800 1020 990 and 1800 22 44 30.
(v) Process for those Shareholders whose e-mail addresses are not registered with the depositories for procuring User ID and Password and registration of e-mail addresses for e-voting for the resolutions set out in this notice
- 1. In case shares are held in physical mode please provide folio no., name of Shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN Card), Aadhar (self-attested scanned copy of Aadhar Card) by e-mail to Company's RTA at [email protected].
- 1. In case shares are held in demat mode, please provide DPID-CLID (NSDL – 16 digit DPID + CLID or CDSL – 16 digit Beneficiary ID), name, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN Card), Aadhar (self-attested scanned copy of Aadhar Card) by e-mail to Company's RTA at [email protected]. If you are an Individual Shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (A) above i.e. Login method for e-Voting and joining virtual meeting for Individual Shareholders holding securities in demat mode.
- 1. Alternatively, Shareholders/Members may send a request to [email protected] for procuring User Id and Password for e-voting by providing above mentioned documents.
- 1. In terms of SEBI Circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and e-mail address correctly in their

demat account in order to access e-Voting facility.

20. Instructions for Members for e-voting on the day of the AGM
- (i) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
- (ii) Only those Members/Shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
- (iii) Members who have voted through remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
- (iv) The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for remote e-voting.

21. Instructions for Members for attending the AGM through VC/OAVM

(i) Members can join the AGM in the VC/OAVM mode 15 minutes before the time scheduled for the AGM by following the procedure mentioned hereinafter. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.
(ii) The facility to attend the AGM through VC/OAVM is provided to the Members through the NSDL e-Voting system. Members may access by following the steps mentioned above for access to NSDL e-Voting system. After successful login, Members are requested to click on VC/OAVM link placed under Join General Meeting menu against Company name. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the

remote e-Voting instructions mentioned above to avoid last minute rush.

(iii) The attendance of the Members in the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
(iv) Members are encouraged to join the Meeting through laptops for better experience.
(v) Further, Members will be required to allow camera, if any, and use internet with a good speed to avoid any disturbance during the Meeting.
(vi) Please note that participants connecting from mobile devices or tablets or through laptops connecting via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
(vii) Shareholders who would like to express their views/ ask questions during the Meeting may register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, demat account no./folio no., e-mail address and mobile no. at [email protected] from September 21, 2021 (08.00 hrs.) to September 23, 2021 (16:00 hrs.). The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
(viii) Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the Meeting. Relevancy of the question and the order of speakers will be decided by the Chairman.
(ix) Members seeking any information with regard to annual accounts at the time of Meeting are requested to send their queries to the Company at least seven days before the date of Meeting so as to enable the management to keep the information ready.

22. Other Instructions

(i) Persons who have acquired shares and become Members of the Company after the dispatch of Notice and hold shares as on cut-off date of September 22, 2021, may obtain the Notice and e-voting instructions by sending request to the Company's RTA, Link Intime India Private Limited at their e-mail address [email protected] or download Notice and e-voting instructions from www.evoting.nsdl.com or Company's website www.cochinshipyard.in.

(ii) The results declared along with the Scrutinizer's Report, will be placed on the website of the Company www.cochinshipyard.in and on the website of NSDL www.

evoting.nsdl.com immediately after the declaration of results by the Chairman or a person authorised by him in writing. The results shall also be immediately forwarded to the Stock Exchanges where the Company's shares are listed viz., BSE Limited and National Stock Exchange of India Limited. The results shall also be displayed on the notice board at the Registered Office of the Company.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 6

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a Cost Auditor to audit the cost records of the applicable products of the Company.

The Board at its 260th Meeting held on June 11, 2021 has appointed M/s. BBS & Associates, Cost Accountants (Firm Registration No.: 00273), as the Cost Auditors of the Company for the financial year 2021-22 at a remuneration of ₹1,50,000/- (Rupees One Lakh Fifty Thousand Only) per annum plus applicable taxes. As per Section 148(3) of the Companies Act, 2013, the remuneration of Cost Auditors is required to be ratified by the Members.

The Board accordingly recommends the resolution set out in item no. 6 of the accompanying Notice for the approval of the Members of the Company by way of an ordinary resolution.

None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested, financially or otherwise, in the resolution at item no. 6 of the Notice.

By Order of the Board of Directors

Syamkamal N Company Secretary M. No. A25337

Kochi September 06, 2021

Registered Office

Administrative Building Cochin Shipyard Premises Perumanoor, Ernakulam, Kerala – 682015 CIN: L63032KL1972GOI002414 Tel: +91 (484) 236 1306 E-mail: [email protected] Website: www.cochinshipyard.in

DETAILS OF THE DIRECTOR SEEKING RE-APPOINTMENT AT THE 49TH AGM

[PURSUANT TO REGULATION 36(3) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD – 2 ON GENERAL MEETINGS]

Name of the Director	Shri Bejoy Bhasker
DIN	08103825
Age	56 years
Date of Birth	May 07, 1965
Date of first appointment on theBoard	April 05, 2018
Brief Resume	Shri Bejoy Bhasker assumed charge as the Director (Technical) of the Company on April05, 2018. He was appointed to the position of Director (Technical) by the Ministry ofPorts, Shipping and Waterways (formerly Ministry of Shipping) through a selectionprocess of Public Enterprises Selection Board. He joined the Company as an executivetrainee on June 29, 1988 and has more than 33 years of work experience with theCompany. His profile is given in the first part of the accompanying Annual Report.
Qualifications	He holds a Degree of Bachelor of Technology (Mechanical) from the University ofKerala with First Rank and Gold Medal. He also holds a Degree of Master of Technology(Mechanical) from the Indian Institute of Technology, Madras. He has completedAdvanced Diploma in Management from Indira Gandhi National Open University.
Expertise in specific functional areas	Shri Bejoy Bhasker is the Director (Technical) of the Company from April 05, 2018. Hejoined the Company as an executive trainee on June 29, 1988. He has more than 33years of work experience with the Company wherein he was involved in Ship Design,Ship Building, Outfit and Ship Repair divisions of the Company. He was awarded the"Manager of the Year" award in 2014 by Kerala Management Association.
Terms and conditions of appointmentor reappointment	He was appointed on April 05, 2018 pursuant to Ministry of Ports, Shipping andWaterways (formerly Ministry of Shipping) Order F. No. SY-11012/4/2017-CSL datedApril 04, 2018. The current terms and conditions of his employment are prescribedby Ministry of Ports, Shipping and Waterways Order No. SY-11012/4/2017-CSL datedSeptember 13, 2018.
Details of remuneration last drawn(FY 2020-21)	₹ 57.38 lakhs
Directorships in other Public LimitedCompanies (excluding foreigncompanies, private companies &section 8 companies)	Hooghly Cochin Shipyard Limited (HCSL)Tebma Shipyards Limited (TSL)(wholly owned subsidiaries of CSL)
Membership / Chairmanship ofCommittees in other Public LimitedCompanies	Nil
No. of Board Meetings attendedduring the Financial Year 2020-21	6/6
No. of shares held in the Company:
(a) Own	510
(b) For other persons on a beneficialbasis	Nil
Relationship with other Directors/Key Managerial Personnel	Nil

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Cochin Shipyard Limited AGM Information 2021

62031_rns_2021-09-06_1e6c3e48-dee9-40ba-aa5c-832d0434ba8e.pdf

Subject: Notice of the 49 th AGM of Cochin Shipyard Limited scheduled on September 29, 2021 at 11:00 hrs. IST through VC / OAVM