marine electricals india ltd Directors report

To,

The Members,

Marine Electricals (India) Ltd.

Your Directors are pleased to present the 16th Annual Report on business and operations of your Company together with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31st March, 2023 and the report of the Auditors thereon.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Certain key aspects of your Companys Financials performance on a Standalone and Consolidated basis during the financial year ended 31stMarch, 2023 as compared to the previous financial year are summarized below:

	Standalone		Consolidated
Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022	Year Ended 31.03.2023	Year Ended 31.03.2022
Total income	39,740.53	32,838.79	44,738.01	38,118.20
Expenses	35,629.27	29,669.57	40,428.6	34,506.55
Profit before Interest,	4,111.26	3,169.22	4,309.41	3,606.81
Depreciation and Taxation
Interest and bank charges	862.15	645.18	994.13	728.14
Depreciation and Amortization	612.57	760.33	807.99	934.63
Profit before tax	2,636.54	1,763.71	2,507.29	1,944.04
Less: Provision for current tax & deferred tax	(685.92)	(517.02)	(827.21)	(616.23)
Profitafter taxation	1950.62	1,246.64	1,680.08	1,327.82
Profitfor the carried to Reserves	-	-	-	-

*Previous year/period ended gures have been regrouped/rearranged/reclassi ed wherever necessary to make it comparable.

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANYS AFFAIRS

Operating Results and Pro ts

The commitment of the Company to cater to the aspirations of its valued customers, sustained efforts in creating the right teams and culture and embedding innovation, technology and sustainability at the core of its business has resulted in your Company achieving an improved financial performance through better volumes, improved product mix and cost savings.

Standalone: The standalone revenue from operation of your Company for the year is Rs. 39,127.13 Lakhs as against Rs. 32,288.56 Lakhs in the previous financial year. Total exports revenue was Rs. 4,969.64 Lakhs as against Rs. 2,895.18 Lakhs in the previous year.

The standalone net profit for the year increased by 56.47 % to Rs. 1,950.62 as against Rs. 1,246.64 Lakhs in the previous financial year.

Consolidated: The Consolidated revenue from operation of your Company for the year is Rs. 44,285.44 as against Rs. 37,632.86 Lakhs in the previous financial year. The Consolidated net profit for the year is Rs. 1,680.08 as against Rs. 1,327.82 Lakhs in previous year

3. FINANCE AND CREDIT RATINGS:

The ratings factor in the Companys healthy order book position which provides adequate revenue visibility in the near term. The ratings continue to draw comfort from companys established position and track record of providing integrated electrical solutions to the marine and industry sectors. The Company has maintained sufficient liquidity at all times to navigate the impact of external challenges. For long term ratings - ""ICRA BBB" with "Stable" outlook; reaf rmed. For the Short ratings "ICRA A3+"; reaf rmed. The Stable outlook on ICRA BBB rating reflects that the company will continue to benefit from its established position in the industry as well as its healthy order book position

4. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated under the provisions of the Act and the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountants of India [ICAI]. The Audited Consolidated Financial Statement together with Auditors Report forms part of the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, read with Schedule III of the Act and Rules made thereunder, including Indian Accounting Standards specified under Section 133 of the Act. The audited consolidated Financial Statements together with the Auditors Report thereon forms part of the Annual Report the Company.

The audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Companys website https://www.marineelectricals.com/ nancial-results-outcome.html. These documents will also be available for inspection during working hours at the Registered Office of the Company.

Performance and contribution of each of the Subsidiaries, Associates and Joint Ventures as per Rule 8 of Companys (Accounts) Rules, 2014, a report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended 31st March, 2023 is annexed to this Boards report in form AOC 1.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have occurred during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES:

There has been no change in the nature of business of your Company during the year under review.

7. DIVIDEND

With a view to conserve the resources of the Company, your directors do not recommend any dividend for the financial year ended 31st March, 2023.

8. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company has adopted the Dividend Distribution Policy (‘the Policy). The Policy is available on the Companys website at https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policy.pdf

9. TRANSFER TO RESERVES:

There is no amount proposed to be transferred to Reserves out of profit for the financial year 2022-23.

10. PREFERENTIAL ISSUE

Pursuant to the approval of the Board at its meeting held on 22nd August, 2022 and approval of the members of the Company at their Annual General Meeting (‘AGM) held on 19th September. 2022, upon receipt of 25% of the issue price per warrant (i.e. Rs. 7.3125 per warrant) as upfront payment ("Warrant Subscription Price"), the Company on 30th September, 2022 has allotted 1,00,00,000 (One Crore) warrants, on preferential basis to the Promoter/Promoter Group of the Company and certain identified non-promoter persons/entity, at a price of Rs. 29.25 each payable in cash ("Warrant Issue Price"). Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of Rs. 2 (Rupee Two only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of Rs. 21.9375 per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants. During the year under review, the Company has received balance 75% of the issue price from three promoter allottees of the company, the Company made an allotment of total of 36,50,000 Equity shares out of which 20,00,000 Equity shares were allotted to KDU Enterprises Private Ltd on 23rd February, 2023, 6,50,000 equity shares were allotted to Mr. Vinay Uchil, Chairman & Promoter and 10,00,000 equity shares were allotted to Mr. Venkatesh Uchil, MD & Promoter on 6th March, 2023 upon on conversion of Warrants held by them.

For the remaining 63,50,000 warrants, the respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received as on 31st March, 2023.

The details of utilization of funds are given hereunder:

Particulars	Amount in Lakhs
Funds raised through allotment of 1,00,00,000 warrants on 30.09.2022 (A)	Rs. 731.25
Funds raised through allotment of 36,50,000 fully paid-up equity shares against conversion of equal number of warrants during the financial year.(B)	Rs. 800.72
Total Funds raised and available for utilization till 31st March 2023 (A+B)	Rs. 1,531.97
Funds utilized during the year ended 31st March 2023	Rs. 1,531.97

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the Explanatory Statement to the Notice of the AGM dated 19th September, 2022.

11. SHARE CAPITAL AND CHANGES IN IT:

Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 30,00,00,000.00/- (Rupees Thirty Crores Only) divided into 15,00,00,000 (Fifteen Crores Only) equity shares of Rs. 2/- (Rupees Two Only) each. There has been no change in the Authorized Share Capital of the Company during the financial year.

Issued and Paid Up Share Capital:

During the year under review, the Company has issued and allotted 1,00,00,000 Warrants of Rs. 29.25 /- each convertible into 1,00,00,000 equity shares of Rs. 2.00 /- each with a premium of Rs. 27.25 /- to promoter and Non-promoter allotted, convertible within 18 months from the date of allotment of warrants, in accordance with SEBI (ICDR) Regulations, 2018 and in terms of the Board approval at its meeting held on 22nd August, 2022 and approval of the members of the Company at their Annual General Meeting (‘AGM) held on 19th September. 2022. The said Warrants were issued subjected to the condition that an amount equivalent to at least 25% of the price shall become payable on or before the date of allotment of warrants and balance amount shall be paid before Conversion of warrants into equity shares. Upon receipt of the 25% of issue price from the proposed allot tees, the above mentioned Warrants were allotted by the Company on 30th September, 2022.

Consequently, on receipt of the balance 75% of the issue price from three promoter allottees of the company, the Company made an allotment of total of 36,50,000 Equity shares out of which 20,00,000 Equity shares were allotted to KDU Enterprises Private Ltd on 23rd February, 2023, 6,50,000 equity shares were allotted to Mr. Vinay Uchil, Chairman & Promoter and 10,00,000 equity shares were allotted to Mr. Venkatesh Uchil, MD & Promoter on 6th March, 2023 on conversion of Warrants held by them.

The Company has received Listing and Trading Approval for 36,50,000 Equity shares from National Stock Exchange of India.

As on the date of the this Report, the paid up, issued and subscribed capital of the Company stands increased to Rs. 25,26,30,500 /- (Twenty Five Crore Twenty Six Lakh Thirty Thousand and Five Hundred only) comprising of 12,63,15,250 (Twelve Crore Sixty Three Lakh Fifteen Thousand and Two Hundred and Fifty only) equity shares of Rs. 2/- (Rupees Two Only) each.

The Company has not issued shares with differential voting rights or sweat equity shares.

12. HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company is having total 1 (one) Holding Company and 5 (Five) subsidiaries including step down subsidiary. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1, is annexed to this report as Annexure A.

12.1. Holding Company

KDU Enterprises Private Limited (Indian Company) (CIN: U31401MH1982PTC027850) is the "Holding Company". During the year, 20,00,000 equity shares were allotted to the holding company pursuant to conversion of warrants held by them. As at the end of the financial year 2022-23, holding Companys shareholding stands increased to 6,54,06,875 fully paid-up equity shares of Rs. 2/- each.

12.2. Domestic Subsidiaries

The Company has 2 (two) Indian Subsidiaries i.e. Eltech Engineers Madras Private Limited (CIN: U29142TN1996PTC036500) and Evigo Charge Private Ltd (formally known as Evigo Charging Consultants Private Ltd ) (CIN No. U74999MH2018PTC317824)

However, above mentioned Subsidiaries are not material subsidiaries as per the thresholds of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations").

12.3. Foreign subsidiaries

The Company has 3 (three) foreign subsidiaries including 1 (one) step down subsidiary i.e MEL Powers FZC located in UAE, Xanatos Marine Ltd, located in Kelowna, British Columbia, Canada and STI Company SRL located in Italy.

During the year under review, the company has made investment in 75% of shares of Xanatos Marine Limited and acquired Xanatos Marine Limited as a subsidiary of the company pursuant to the approval of Board obtained in the Board Meeting held on 22nd October, 2021.

The Policy for determining material subsidiaries as approved may be accessed on the Companys website https://www.marineelectricals.com/images/policies/Policy-on-Material-Subsidiaries.pdf

During the year under review, there are no significant transactions and arrangements entered into by the Company with the Subsidiary

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Regulations) LODR, 2015 and amendments thereto the Management Discussion and Analysis Report forms part of this Annual Report which gives a detailed information of state of affairs of the operations of the Company and its subsidiaries.

14. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary Mr. Jigar Kumar Gandhi, proprietor of JNG & Co. certifying compliance with conditions of Corporate Governance, is annexed to this Annual Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL: 15.1 Board of Directors a) Composition

The Board of Directors of the Company, at present, comprises of total 9 Directors, who have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board consists of One Chairman and Executive Director, One Managing Director, One Executive Director, One Non-executive Non-Independent Director and ve Non-Executive Independent Director (including 1 Woman Non-Executive Independent Director).The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, as amended from time to time.

The details are as below:-

Name of the Director	DIN	Category of Directorship
Vinay Krishna Uchil	01276871	Chairman and Executive Director
Venkatesh Krishnappa Uchil	01282671	Managing Director
Mohan Rao	02592294	Non-Executive Independent Director
Nikunj Kishore Mishra	03589730	Non-Executive Independent Director
Vikas Manohar Jaywant	06607484	Non-Executive Independent Director
Madan Gopal Pendse	07650301	Non-Executive Independent Director
Shailendra Kumar Shukla	08049885	Executive Director
Tanuja Deepak Pudhierkar	08190742	Non-executive Non-Independent Director
Archana Venkata Rajagopalan	09077128	Non-Executive Independent Director

b) Appointment / Re-appointment

As reported in the previous year,the following Re-appointments were made in the 15th AGM held on 19th September, 2022.

- Mr. Madan Pendse (DIN: 07650301) was re- appointed as an Non Executive (Independent) Director of the Company, not liable to retire by rotation, for a second and nal term of 3 (three) years effective from 11th July, 2023 till 10th July, 2026 and continuation of directorship after attainment of 75 years of age.

- Mr. Nikunj Mishra (DIN: 03589730) was re- appointed as an Non - Executive (Independent) Director of the Company, not liable to retire by rotation, for a second and nal term of 5 ( ve) years effective from 11th July, 2023 till 10th July, 2028.

- Mr. Mohan Rao (DIN: 02592294)was re- appointed as an Non - Executive (Independent) Director of the Company, not liable to retire by rotation, for a second and nal term of 3 (three) years effective from 30th May, 2023 till 29th May, 2026 and continuation of directorship after attainment of 75 years of age.

Also in the previous year,Mr. Shailendra Shuklas (DIN: 08049885) Designation was changed from Non Executive Non Independent Director to Executive Director which was approved by the members in the AGM held on 19th September, 2022.

At the forthcoming AGM approval of the Members will be sought for the Re-appointment of Ms. Archana Rajagopalan as Independent Director of the Company for a second and nal term of 5 ( ve) years effective immediately after expiry of her current term on 22nd February, 2024 i.e. from 23rd February, 2024 till 22nd February, 2029.

c) Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, at least two thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Dr. Tanuja Deepak Pudhierkar (DIN 08190742), being the longest in the office amongst the directors is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, have offered her candidature for re appointment.

Brief details of Dr. Tanuja Deepak Pudhierkar (DIN 08190742), Director, who is seeking re appointment is given in the notice of annual general meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of this AGM, forming part of the Annual Report.

d) Independent Directors

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Madan Pendse, Mr. Vikas Jaywant, Mr. Nikunj Mishra, Mr. Mohan Rao & Ms. Archana Venkata Rajagopalan are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have con rmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in uence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

15.2 Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP) of the Company, at present, comprises of Managing Director, Chairman & Executive Director, Chief Financial of cer and Company Secretary.

The details are as below:-

Sr. No Particulars	Designation	Appointment Date
1 Mr. Vinay K. Uchil	Chairman & Executive Director	04/12/2007
2 Mr. Venkatesh K. Uchil	Managing Director	04/12/2007
3 Mr. UM Bhakthavalsalan	Chief Financial Of cer	04/08/2022
4 Ms. Mitali Ambre	Company Secretary & Compliance Of cer	27/02/2021

During the year under review, Ms. Namita Sethia tendered her resignation from the post of Chief Financial Of cer with effect from 30th July, 2022. Mr. UM Bhakthavalsalan was appointed as Chief Financial Of cer in the Board Meeting held on 4th August, 2022.

16. BOARD MEETINGS:

The Board met Six (6) times during the financial year 2022-23 viz 27thMay, 2022; 4th August, 2022; 22nd August, 2022; 30th September, 2022, 14th November, 2022 and 13th February, 2023. The necessary quorum was present for all the board meetings. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The meeting details are provided in Corporate Governance Report, forming part of this Annual Report.

17. COMMITTEES OF THE BOARD:

As on March 31, 2023, the Board had 6 (Six) Committees viz: (i) Audit Committee, (ii) Nomination and Remuneration Committee, (iii) Stakeholders Relationship Committee, (iv) Corporate Social Responsibility Committee (v) Risk Management Committee and (vi) General purpose Committee.

Detail report on composition of Committees, term of reference of the committee, number of meetings held during the year and the changes in the composition during the year are provided in Corporate Governance Report forming part of this Annual Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has conducted familiarisation programmes for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations. The details of the Familiarisation Programme undertaken by the Company during the FY 2022-23 is mentioned in the Corporate Governance Report which is part of this Annual Report and is also available on the website of the Company at: https://www.marineelectricals.com/images/policies/Familiarization-Programme.pdf

19. PARTICULARS OF REMUNERATION

Disclosure pertaining to remuneration and other details as required under section 197 (12) of the act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure B" to this Report.

20. DECLARATION BY INDEPENDENT DIRECTORS:

The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued there under, as well as SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time and may be accessed on the Companys website at the following link at https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf

22. ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD:

The annual evaluation process of the Board of Directors, Individual Directors and Committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors held on 13th February, 2023 the performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section 5 of Section 134 of the Companies Act, 2013, the Directors con rm that:

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 on 31st March, 2023 and of the profit of the company for that period;

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

d) the directors had prepared the annual accounts for Financial Year ended 31stMarch, 2023 on a going concern basis; and e) the directors, 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 details in respect of adequacy of internal financial controls with reference to the Financial Statements, have been mentioned subsequently in this report.

f) 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.

24. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

In accordance with the Listing Regulations, a certificate has been received from JNG & Co, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified to act as Director. The same is annexed herewith as Annexure C.

25. RELATED PARTY TRANSACTIONS:

The related party transactions that were entered into by the Company during the financial year 2022-23, were on arms length basis. Further, no material related party transactions were entered into by the Company during the financial year 2022-23. The disclosure under Section 134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure D forming part of this Report.

There have been no materially significant related party transactions entered into by the Company which may conflict with the interests of the Company at large.

The details of the transaction with related parties during FY 2022-23 are provided in the accompanying financial statements.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board in terms of Regulation 23 of the SEBI Listing Regulations is posted on the website of the Company and can be accessed through the following link: https://www.marineelectricals.com/images/policies/Policy-on-Materiality-of-Related-Party-Transaction-and-Dealing-with-Related-Parties.pdf.

26. RISK MANAGEMENT:

The Company has formed Risk Management Committee and also laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its management should collectively identify the risks impacting the Companys business and document their process of risk identi cation, risk minimization, risk optimization as a part of a risk management policy strategy. At present there is no identifiable risk which, in the opinion of the Board may threaten the existence of the Company. The details of composition and terms of reference and meetings of the Risk Management Committee are provided in Corporate Governance Report forming part of this Annual Report

Policy relating to Risk Management can be accessed on companys website viz: https://www.marineelectricals.com/images/policies/Risk-Management-Policy-under-New-Companies-Act-GIL.pdf

27. VIGIL MECHANISM:

- Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Companys business operations, performance and reputation, Marine Electricals (India) Limited has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Listing Regulations, is in place. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and posted on the website of the Company at https://www.marineelectricals.com/images/policies/Vigil-Mechanism-Policy.pdf

During the year, no personnel of the Company was denied access to the Audit Committee and no complaints were received.

- Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Revised Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Companys shares and prohibits dealing in Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The policy on Code of Conduct for Prevention of Insider Trading Regulations, 2015 is available on the website of the Company at: https://www.marineelectricals.com/images/policies/Policy-on-Code-of-Conduct-for-Prevention-of-Insider-Trading.pdf

28. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the ef cacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companys policies, safeguarding of Companys assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Internal Financial Control

As per Section 134(5)(e) of the Companies Act, 2013, Internal Financial Control means the policies and procedures adopted by the Company for ensuring:

- accuracy and completeness of the accounting records

- safeguarding of its assets, prevention and detection of fraud and error

- orderly and efficient conduct of business operations including adherence to the companys policies - timely preparation of reliable financial information

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting, and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls was adequate and operating effectively as on March 31st, 2023. During the year under review, no material or serious observation has been observed for inef ciency or inadequacy of such controls.

29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure E to this Report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

During the reporting period, your Company has not granted any Loans, Guarantees, Investments and Security in violation of Section 186 and Section 185 of the Companies Act, 2013 and rules made thereunder. The details of loans granted, and investments made during the year under review, covered under the provisions of Section 186 of the Act, are provided in the notes to the financial statements of the Company forming part of this Annual Report.

31. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company as on March 31, 2023 prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink: https://www.marineelectricals.com/annual-report.html

32. AUDITORS AND REPORTS:

A. Statutory Auditors

The current statutory auditor Saini Pati Shah & Co LLP (Formerly known as SGJ & Co), Chartered Accountants registered with the Institute of Chartered Accountants of India vide registration number 137904W / W100622 were appointed as Statutory Auditors for a period of 5 years in the AGM held on 31st August, 2018.

The term of Saini Pati Shah & Co LLP, Chartered Accountants as Statutory Auditors of the Company for a period of ve years is getting expired in the ensuing 16th Annual General Meeting. Further, the Board of Directors in its meeting held on 29thMay, 2023, have recommended their re-appointment for second and nal term of 5 years from the conclusion of 16thAnnual General Meeting until the conclusion of 21st Annual General Meeting of the Company. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

There are no quali cations, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in audit report for the financial year ended 31st March, 2023.

B. Internal Auditor

The Board of Directors at its meeting held on 27th May, 2022 had appointed IRA & Associates (Formerly known as SMSD & Co), Chartered Accountants as Internal Auditor for Financial Year 2022-23 .The audit observations placed in the Internal Audit Report by the Internal Auditors were duly noted by the management and corrective actions thereon are periodically presented to the Audit Committee and Board of Directors of the Company. The Board of Directors in its Board Meeting held on 29th May, 2023, based on the recommendation of the Audit Committee re-appointed IRA & Associates, Chartered Accountants (formerly known as M/s. SMSD & Co, Chartered Accountants) to carry out the Internal Audit of the Company for the Financial Year 2023-24.

C. Secretarial Auditor

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Boards Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

In line with the requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Board of Directors of the Company had appointed M/s. R. Bhandari & Co.,Practicing Company Secretaries in Whole-time Practice, to carry out Secretarial Audit for the financial year 2022-23. The Board of Directors in its Board Meeting held on 29th May, 2023 on the recommendation of the Audit Committee re-appointed M/s. R. Bhandari & Co.,Practicing Company Secretaries to carry out the Secretarial Audit of the Company for the Financial Year 2023-24

The Secretarial Audit Report for the financial year ended 31st March, 2023 are annexed as Annexure F to this Report. As per the report, Company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards during the financial year 2022-23 and the Secretarial Audit Report does not contain any quali cations, reservations, adverse remarks and disclaimer.

D. Cost Auditor

Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 is not applicable to the Company.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant and material orders have been passed by any regulator or courts or tribunals which shall impact the going concern status and operations of your Company in future.

34. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on companys website viz: https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibility-Policy-CSR.pdf.

The CSR obligation of the Company for FY 2022-23 is Rs. 21.92/- lakhs, after adjusting previous years excess amount of Rs. 5.13 lakhs which was available for set off, the total CSR obligation is Rs. 16.78 lakhs. As on 31st March 2023, the total amount spent on CSR activities by Company is Rs. 15.20 lakhs. As per second proviso to Section 135(5) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, as amended, the unspent CSR Amount shall be transferred to any Fund Speci ed Under Schedule VII transfer within a period of six months of the expiry of the financial year. Due to unavailability of suitable CSR projects, the CSR obligation of Rs. 1.58 lakhs remained unspent as on 31st March, 2023. Accordingly, the company has transferred Rs. 5.00 lakhs to Prime Minister National Relief Fund (PMNRF) on 25th May, 2023.

Further, the Chief Financial Of cer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2023.

35. REPORTING OF FRAUDS:

There are no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

36. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT:

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

37. HUMAN RESOURCES:

The industrial relations at the manufacturing facilities of your Company have been cordial during the year. Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the organization. Human resources build the enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Policies and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and there by enhancing the contributory value of the Human Resources.

38. EMPLOYEES STOCK OPTION SCHEME:

Your company has not granted any Employee Stock Options during the year under review.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has devised a sound Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013 with the proper composition of members. The policy on Policy on Prevention of Sexual Harassment At Workplace is available on the website of the Company https://www.marineelectricals.com/images/policies/Sexual-Harrassment-Policy.pdf

The Company is committed to provide a safe and conducive work environment to its employees. Your Directors further state that, during the year under review, there were no cases led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

40. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There was no application made against the company however the company has led petition under the Insolvency and Bankruptcy Code, 2016 for non-payment of outstanding dues against Vasp Engineers Private Ltd and it is pending before NCLT.

41. COMPLIANCE OF THE SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.

42. INVESTOR EDUCATION AND PROTECTION FUND

As required under the provisions of Section 124 and 125 and other applicable provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, needs to be transferred to the account administered by the Central Government viz: "Investor Education and Protection Fund".

During the year there were no transfers to IEPF.

43. ACKNOWLEDGMENTS:

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, of cers and staff, resulting in the successful performance of the Company during the year.