containerway international ltd Directors report

The Board of Directors have pleasure in presenting their 34^thAnnual Report of the Company along with Audited Financial Statements, for the financial year ended 31^stMarch,2022.

1. FINANCIAL RESULTS:

Particulars	FY 2021-22	FY 2020-21
Revenue from Operations	NIL	NIL
Other Income	NIL	NIL
Total Income	NIL	NIL
Total Expenses	(1,618,641)	(669,276)
Profit before Tax	(1,618,641)	(669,276)
Total Tax Expenses	NIL	NIL
Profit for the year	(1,618,641)	(669,276)
Other Comprehensive Income	NIL	NIL
Total Comprehensive Income	(1,618,641)	(669,276)
EPS (Basis & Diluted) of	-0.25	-0.20
Rs. 10/- each (with OCI)
EPS (Basis & Diluted) of	-0.25	-0.20
Rs. 10/- each (withoutOCI)

2. PERFORMANCE OVERVIEW:

During the year under review, your company recorded NIL Revenue. The Net Loss for FY 2021-22 is at 1,618,641 as compared to 669,276 in FY 2020-21 The Company had not raised any revenue from operations in current year and incurred expenses of 1,618,641.

3. CHANGE IN CAPITAL DURING THE YEAR:

During the review under review equity share capital of the company having face value of Rs. 10 has been sub divided into Rs 5.

4. RESERVES & DIVIDEND

The Company has accumulated losses amounting to 16.18 Lakhs and during the year under review, the Company has incurred a Net Loss of 16.18 Lakhs. Consequently, the debit balance of Profit & Loss account has been further increased and the same has been adjusted against Reserves and Surplus. Further, due to insufficient profit, company is not in a position to declare any dividend for the current financial Year.

5. CURRENT OPERATIONS & FUTURE OUTLOOK (STATE OF COMPANYS

AFFAIRS):

During the year Company has incurred loss of 16,18,641and had earned no revenue. The company is trying to revive its business and seeking investment to re-initiate its operating activity.

6. LISTING OF EQUITY SHARES OF THE COMPANY:

The Companys equity shares are listed on BSE Ltd. and Calcutta Stock Exchange (CSE).

BSE Scrip Code: 540597

CSE Scrip Code: 13081

7. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES:

As on the date of this directors report, the Company has no subsidiary.

8. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the reporting Year.

9. SHARE CAPITAL a. Authorized Share Capital of the Company

Authorized Share Capital of the Company is Rs. 6,75,00,000/-(Rupees Six Crores Seventy-Five Lacs) divided into 69,00,000 (Sixty-Nine Lakhs) Equity Shares of Rs. 5/- (Rupees Five only) each ("Equity Shares") and 33,00,000 (Thirty-Three Lakhs) 0.01% Non-Convertible Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each ("Preference Shares"). b. Paid up Share Capital of the Company

At present, paid up Share Capital of the Company stands at Rs. 6,56,86,000/- (Rupees Six Crores Fifty-Six Lacs Eighty-Six Thousand only) comprising of 65,37,200 (Sixty-Five Lacs Thirty Seven- Thousand and Two Hundred) Equity Shares of Rs. 5/- (Rupees Five only) each ("Equity Shares") and 33,00,000 (Thirty-Three Lacs) 0.01% Non-Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each ("Preference Shares").

During the year company has sub-division/ stock split of existing 1 (one) Equity Share of face value of Rs. 10/- each fully paid up into 2 Equity Shares of Rs. 5/-

EXTRACTS OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report. The Annual Return for the financial year 2020-21 is available on the website of the Company athttp://www.containerway.in

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. DIRECTORS

Ms. Jayashree Ganapathi(DIN: 01151680) is liable to retire by rotation at the ensuing Annual General Meeting for the financial year 2021-2022 and being eligible to be re-appointed has shown his willingness to be re-appointed as a Director of the Company.

Mr. Kamal Kumar appointed as the Additional DirectoroftheCompanyw.e.fJune 19, 2020which has resigned on 2^nd April 2021.

Ms. Jyoti Ganapathi appointed as the Additional Director oftheCompanyw.e.f 2^nd April, 2020 and has been regularized on 24^th September 2021

11. INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any outstanding amount of unclaimed/unpaid dividend and the corresponding shares.

12. CODE OF CONDUCT BY DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors and Senior Management play key role in attaining the vision and mission of the Company. The business goals can be achieved only if the management works efficiently and ethically both. The working and conduct of management are required to be regulated regularly for bringing maximum output from it along with efficiency and effectiveness. For the same, the Company has laid down a Code of Conduct for its Board of Directors and Senior Management which incorporates their responsibilities, duties, ethics and code which they have to follow while acting in their respective capacities and the Company keeps on modifying the same as per the need of time. Every director and Senior Management of the Company complies with the code throughout the year. An affirmation by Director on the compliance of code of conduct by all the Board Members and Senior Management is annexed herewith as Annexure II.

13. INDEPENDENT DIRECTORS DECLARATION:

Declaration pursuant to the provisions of Section 149(7) of Companies Act, 2013 has been taken from the Independent Director of the Company.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has in place Familiarization Programme for Independent Director. At present, Company has one Independent Director in the Board who is regularly kept informed of all the affairs of the Company and market factors affecting the business. Also, he is updated regularly about the changes in the rules, regulations and laws applicable and affecting the Company, all the proposed plans and policies of the Company, so that he can take well informed independent decision while voting in board meeting.

15. BOARD COMPOSITION:

The Company has following board composition:

Name	Category
Mr. Salem Lakshamanan Ganapathi	Promoter, Non-Executive and Non-Independent Director
Ms. Jayashree Ganapathi	Promoter, Non-Executive and Non-Independent Director
Ms. Jyoti Ganapathi	Non-Executive Non- Independent Director

16. MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES:

Thirdteenmeetings of the Board of Directors were held during the period under review. Details of Composition & Meetings of the Board andplease refer table 17.1;

During the year, no such instances occurred that the Board has not accepted any recommendation of the Audit Committee.

Date of Meeting		Attendance
	Mr. Salem Lakshmanan Ganapathi	Ms. Jayshree Ganapathi	Ms. Jyoti Ganapathi
Friday, April 02, 2021
Tuesday, April 20, 2021
Saturday, May 15, 2021
Wednesday, June 30, 2021
Saturday, July 31, 2021
Thursday, August 12, 2021
Friday, August 27, 2021
Monday, October 11, 2021
Friday, November 12, 2021
Monday, November 15, 2021
Thursday, February 10, 2022
Monday, February 14, 2022
Saturday, March 05, 2022
Monday, March 07, 2022

17. Audit Committee and Vigil Mechanism:

Your Directors wish to inform you that in Compliance with Section 177 of the Companies Act, 2013, an Audit Committee has been constituted. However, the composition of the committee is not in compliance with the provisions of the Companies Act due to unavailability of adequate number of independent directors in the board. Company is in process of inducting more required no. of Directors of the Board for optimum composition. The Audit Committee composition as on March 31, 2022 was as follows:

Ms. Jyoti Ganapathi	Non-Independent, Non-Executive Director, Chairman
Mr. Salem Lakshmanan Ganapathi	Non-IndependentExecutiveDirector, Member
Mr. Pratap Singh Routela	Non-Independent, Non-Executive Director, Chairman

The audit committee reviews reports submitted by the management and audit reports submitted by the statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action.

During the year under review, the Audit Committee of the Board has met 4 times on June 30, 2021, August 12, 2021, November12, 2021 and February 10, 2022. The number of Committee Meetings attended by the members, during the financial year ended on March 31, 2022, as required in accordance with Secretarial Standard-1 are given below:

Date of Meeting		Attendance
	Ms. Jayshree Ganapathi	Ms. Jyoti Ganapathi	Mr. Salem Lakshmanan Ganapathi
June 30, 2021
August12, 2021
November12, 2021
February 10, 2022

The Audit Committee has constituted a vigil mechanism and also framed Whistle Blower Policy

("Policy") to deal with instance of unethical practices, fraud and mismanagement or gross misconduct by the employees of the Company, if any, that can lead to financial loss or reputational risk to the organization. The Policy is available on the website of the Company under the heading "Policies" of Investors Relation Tab URL-http://containerway.in. The Board hereby confirms that no personnel have been denied access to the Audit Committee.

18. Nomination & Remuneration Committee:

The Board of the Company has constituted a policy on the Nomination and Remuneration of the

KMPs and Senior Management of the Company. The Policy is available on the website of the Company under the heading ‘Policies of Investors Relation Tab (URL - http://containerway.in/investors_relation.html). In terms of the provisions of Section 178 of the Companies Act, 2013, the Company has constituted the Nomination & Remuneration Committee. However, it is not in compliance with the provisions of the Act due to unavailability of adequate number of independent directors in the board. The composition as on March 31, 2022 is as follows:

Ms. Jyoti Ganapathi	Independent, Non-Executive Director, Chairman
Mr. Salem Lakshmanan Ganapathi	Non-Independent, Non-Executive Director, Member
Ms. Jayashree Ganapathi	Independent, Non-Executive Director, Chairman

During the year under review, Nomination & Remuneration Committee of the Board met only once on April 02, 2021 and all the members were present during the meeting.

The Committee has formulated the criteria for determining qualifications, positive attributes and independence of director and recommended to the board a policy on remuneration for the directors, key managerial personnel and rest employees for the financial year 2021-22 which was approved by the board in its meeting.

19. Stakeholders Relationship Committee:

Pursuant to Section 178 of Companies Act, 2013, the Company has constituted Stakeholders Relationship Committee with following composition:

Ms. Jyoti Ganapathi	Independent, Non-Executive Director, Chairman
Mr. Salem Lakshmanan Ganapathi	Non-Independent Director, Member
Ms. Jayashree Ganapathi	Independent, Non-Executive Director, Chairman

During the year under review, Nomination & Remuneration Committee of the Board met

Only once on April 02, 2021 and all the members were present during the meeting.

20. RISK MANAGEMENT POLICY:

>The Company appreciates the fact that management of risk is an essential element of growth and for the same, assessing risk and taking steps to control and curb it is necessary. Thus, the Board has implemented a well laid out risk management plan in the Company and suitably incorporated procedures in it for assessing and minimizing the prospective risks to which the Company may be exposed. The Audit Committee also monitors and evaluates the risk management plan placed in the Company from time to time in order to review if it is working properly and if it needs any kind of modification. The board has not identified any element of risk which can create a threat to the Companys business or its existence during the period under review.

21. POLICY ON INSIDER TRADING:

The Company follows a strict code on prohibition of Insider Trading and the same has been detailed to all the directors, senior management and employees of the Company. For ensuring the same, the Company has adopted a code of fair disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code is available on the website of the Company under the heading policies of Investors Relation Tab (URL - http://containerway.in/investors_relation.html).

22. DIRECTORS RESPONSIBILITY STATEMENT

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

The Directors had selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

The directors had prepared the Annual Accounts on a going concern basis; and

The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. STATUTORY DISCLOSURES

No frauds were reported by auditors or reported to Central Government in the financial year ended on March 31, 2022.

None of the Directors of your Company is disqualified as per the provisions of section 164(2) of the Act. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

24. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT

VENTURES:

The Company does not have any subsidiary, associate or joint venture Company.

25. DETAILS OF MANAGERIAL REMUNERATION

As on the date, none of the director is being paid any remuneration.

26. DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. PARTICULARS OF EMPLOYEES

The Company is in the process of appointing more Employees on its rolls. During the period under review, the Company has 1 permanent employees on the pay roll of the Company.

Remuneration paid to Whole Time Company Secretary is as per Remuneration Policy laid down by Nomination and Remuneration Committee of the Company. As no remuneration is being paid to any Key Managerial Personnel of the Company except Company Secretary, therefore the provisions of Rule 5 (1), (2) & (3) are not applicable on the Company to that extent.

28. DISCLOSURE OF ACCOUNTING TREATMENT

During the year under review, Company has followed prescribed Indian Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements.

29. AUDITORS

Statutory Auditors

In the Annual General Meeting held on September 24, 2021, the shareholders appointed B. Aggarwal & Co., Chartered Accountants as the Statutory Auditors for a period of 5 years i.e., till the conclusion of 38^th Annual General Meeting (Annual General Meeting for the financial year ended on March 31, 2026).

Further,In the Annual General Meeting to be held on September 28, 2022,Board of directors has recommended to ratify B. Aggarwal & Co., Chartered Accountants as the Statutory Auditorsfor the Financial Year 2022-23.

The Statutory Auditors have not given any qualification on the financial statements for the period ended March 31, 2022.

Secretarial Auditor

As per the provisions of Section 204 of the Act, the Board has re-appointed Shivam Agarwal &Associates, Practicing Company Secretary as Secretarial Auditor for the financial year 2021-2022. The Secretarial Audit Report for the financial Year 2021-22 is annexed herewith as

Annexure III.

30. EXPLANATION BY THE BOARD ON OBSERVATION IN SECRETARIAL AUDIT

REPORT

As reported by the secretarial auditor the company does not have an Internal Auditor in the Company during the reporting period. The board clarified that the Company has proper Internal Control System commensurate with the size of the organization and there have been no instances of fraud reported by any employee in the accounts maintained by the Company.However,the Company is in the process of finding a suitable person as an Internal Auditor.

Further, the Company is trying to induct required number of Independent Directors on its board to comply with the provisions of Companies Act 2013.

With regard to Secretarial Records, board hereby clarify that due to non-operation business activity company is unable and financial crunch faced by the Company, the company was not able to maintain its secretarial record properly as required under Companies Act, 2013 read with Secretarial Standards 1 and Secretarial Standards-2. Board hereby assures its shareholders that it will take a corrective measure for the same and look into the matter personally.

31. BOOK CLOSURE

The transfer books of the Company will be closed from September 22, 2022 to September 28, 2022for purpose of Annual General Meeting to be held onSeptember 28, 2022.

32. INTERNAL CONTROL

The Company has adequate internal control procedures commensurate with the size and nature of business. The Board of Directors periodically reviews the audit plans, internal audit reports, adequacy of internal controls and risk management plans and strategies and takes corrective measures whenever any threat to internal control is felt by it.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on industry analysis and business outlook forms part of the Annual Report as

Annexure IV.

34. OTHER INFORMATION

Particulars of loan, guarantees or investments under Section 186: Nil

Particulars of contracts or arrangements with related parties referred to in section 188(1):All the transaction with related parry are at arm length .

The amount proposed to be carried out to the reserves: Company does not have sufficient Profit to transfer to reserves.

Material changes in the financial statements of the Company occurring between end of financial year and date of report: Nil

Development and implementation of policy on Corporate Social Responsibility initiatives taken during the year: Not applicable

35. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

The board of directors has carried out an annual evaluation of its own performance, board committees and Individual directors pursuant to the provisions of the Companies Act, 2013. Pursuant to applicable provisions, a framework has been formulated by the Board of Directors in consultation with Nomination and Remuneration Committee, containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, following is the criteria for evaluation:

a. Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow of Information from the Management to the Board v. Number of Committees and their role

vi. Participation of members of Board

vii. Decisions taken and their implementations

viii. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors;

i. Experience and ability to contribute to the decision-making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

vi. Infusion of new ideas, plans for the Company During the year under review, the performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria specified above.

During the year under review, the performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria specified above. In addition, the chairman of the board meetings and committee meetings were also evaluated on the key aspects of his role.

Independent Directors performance was evaluated by the Board of Directors. The performance of the Board as a whole, its Committees and Individual Director was found satisfactory during the period under review. The Board expressed its satisfaction with the evaluation criteria and process of committee. The framework is being reviewed by the Nomination and Remuneration Committee from time to time.

36. CORPORATE GOVERNANCE COMPLIANCE REGULATION 27 OF THE SEBI (LODR) REGULATIONS, 2015

Since, the Company is falling under the criteria as mentioned under Regulation 15(2)of the SEBI (LODR) Regulations, 2015, as the equity share capital of the company is less than Rs.10 Crore and Net Worth is less than Rs. 25 Crores, it is not mandatory on the part of the Company to comply with the provision of Corporate Governance.

37. DISCLOSURE UNDER ‘THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy (‘Policy) in line with the requirements of ‘The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. No case has been reported during the year.

38. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Issue of equity shares with differential rights as to dividend, voting or otherwise. b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. d) During the year under review, neither any fraud of any kind on or by the Company has been noticed by the Board of Directors of the Company nor reported by the Auditors of the Company. The Company has an internal financial control system, commensurate to the size of the business, in place. e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

39. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS PER SECTION 134(3)(M) OF COMPANIES ACT, 2013 ALONG WITH RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

Conservation of Energy

Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

1. Efforts, in brief, made towards technology absorption, adaptation and innovation-No technology was absorbed, adapted or innovated during the last financial year.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc- Not applicable, as no such initiatives in this behalf were undertaken.

3. Import of Technology- No technology has been imported during the last financial year.

Foreign Exchange-Earning /Outgo

There is no transaction made by the Company involving Foreign Exchange.

Research & Development

1. Specific areas in which R & D carried out by the company-There was no research and development activity carried out during the financial year.

2. Benefits derived as a result of the above R&D-No benefits were derived, as no R&D was undertaken.

3. Future plan of action Company is planning to strengthen and expand its business.

4. Expenditure on R & D -No R&D activity was undertaken during the financial year 2021-22.

40. INDUSTRIAL RELATIONS

The relations between the employees and the management have remained cordial and harmonious during the year under review.

41. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance, cooperation and trust reposed in your Company by the investors, Banks, Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges and other Government Authorities during the financial year under review. Your Directors wish to place on record their deep sense of appreciation for its clients and for the devoted services of the young team of professionals of the Company for its success.

Your Directors also wish to place on record their sincere appreciation of the contribution made by the employees of the Company and are thankful to the shareholders for their continued patronage and support.

	By order of the Board of Directors
	For Containerway International Limited
	Sd/-	Sd/-
	Salem Laxman Ganpathi	Jayashree Ganpathi
Date:03rdSeptember 2022	Director	Director
Place: New Delhi	DIN: 01151727	DIN: 01158489