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Marine Electricals (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors are pleased to present the 17^th Annual Report on business and operations of your Company together with the Audited Financial Statements (standalone and consolidated) for the financial year ended 31^st March, 2024 and the report of the Auditors thereon.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Certain key aspects of your Company''s Financial''s performance on a Standalone and Consolidated basis during the Financial Year ended 31^st March, 2024 as compared to the previous Financial Year are summarized below:

(Rs. In Lakhs)
	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total income	54,140.09	39,740.53	62,927.22	44,738.01
Expenses	48,648.75	35,629.27	57,034.81	40,428.6
Profit before Interest, Depreciation and Taxation	5,491.34	4,111.26	5,906.56	4,309.41
Interest and bank charges	1,040.05	862.15	1,237.92	994.13
Depreciation and Amortization	670.33	612.57	1,036.63	807.99
Profit before tax	3,780.96	2,636.54	3,632.01	2,507.29
Less: Provision for current tax & deferred tax	(945.74)	(685.92)	(1,055.68)	(827.21)
Profit after taxation	2,835.22	1950.62	2,576.33	1,680.08
Profit for the carried to Reserves	-	-	-	-

*Previous year/period ended figures have been regrouped/rearranged/reclassified wherever necessary to make it comparable.

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS Operating Results and Profits

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 innovationn, 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 of your Company for the year is Rs. 53,372.69 Lakhs as against Rs 39,127.13 Lakhs in the previous financial year. Total exports revenue was Rs. 3,851.28 Lakhs as against. Rs. 5,038.73 Lakhs in the previous year.

The standalone net profit for the year increased by 45.35% to Rs. 2,835.22 Lakhs as against Rs. 1,950.62 Lakhs in the previous financial year.

Consolidated: The Consolidated revenue of your Company for the year is Rs. 62,212.07 as against Rs. 44,285.44 Lakhs in the previous financial year. The Consolidated net profit for the year is Rs. 2,576.33 as against Rs. 1,680.08 Lakhs in previous year

3. FINANCE AND CREDIT RATINGS:

The ratings factor in the Company''s healthy order book position which provides adequate revenue visibility in the near term. The ratings continue to draw comfort from company''s 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 - âICRA BBBâ with âStableâ outlook; reaffirmed. For the Short ratings -âICRA A3 â; reaffirmed. 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 Company''s website https://www.marineelectricals.com/financial-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 Company''s (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, 2024 is annexed to this Board''s 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. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

The Company has proposed in its board meeting dated 24th July, 2024 to undertake an issue of 84,27,500 Equity Shares of Rs. 2/- each and 20,00,000 convertible warrants carrying an entitlement to subscribe to an equivalent number of equity shares of Rs. 2/- each to be issued through preferential issue to Promoters group ("Identified Persons") and non promoter group aggregating to INR 213,76,37,500/- ( at a price of Rs. 205 including face value of Rs. 2 per equity shares) ("Preferential Issueâ/ âOfferâ) as per compliance with companies act 2013 and SEBI ICDR regulations and subject to the approval of shareholders in the forthcoming extra ordinary general meeting to be held on 17th August, 2024.

7. 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.

8. DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.20 (10%) per equity share of Rs. 2/- each on 13,26,65,250 equity shares for the year ended 31st March, 2024, aggregating to Rs. 265.33 lakhs payable to those Shareholders whose names appear in the Register of Members as on the Record Date.

9. 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 (âthe Policy''). The Policy is available on the Company''s website at https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policy.pdf

10. TRANSFER TO RESERVES:

During year under review, no amount has been transferred to general reserves.

11. 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 (âAGM'') 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 (âWarrant Subscription Priceâ), 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 (âWarrant Issue Priceâ). 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. Last year, the Company already made an allotment of 36,50,000 Equity shares to allottees on receipt of a balance of 75% of the issue price from the three allottees.

Further, during the year under review, the Company has received the balance 75% of the issue price from rest of allottees and made an allotment of total of 63,50,000 Equity shares the details are as under.

Sr. No.	Name of Allottees	No of Shares	Date
1	Vinay Krishna Uchil	350000	11-Aug-23
2	Ms. Aarti Mukesh Bhanushali	650000	11-Aug-23
3	Mr. Manoj Bishan Mittal	550000	11-Aug-23
4	Mr. Mukesh Kanji Bhanushali	650000	02-Oct-23
5	Mr. Bishan Narain Mittal	200000	02-Oct-23
6	Mittal Capital Finvest Private Limited	200000	02-Oct-23
7	Ms. Bhavika Mittal	50000	02-Oct-23
8	Aptrans Portfolio Private Limited	600000	24-Nov-23
9	Mr. Vishnukumar Vitthaldas Patel	250000	31-Jan-24
10	Mr. Harsh Vishnubhai Patel	250000	31-Jan-24
11	Ms. Ashaben Vishnukumar Patel	250000	31-Jan-24
12	Ms. Zalak Bipinchandra Patel	250000	31-Jan-24
13	Ms. Dhwani Bimal Mehta	600000	20-Feb-24
14	Ms. Yogita Manoj Mittal	200000	29-Feb-24
15	M/s. Bishan Narain Mittal HUF	700000	29-Feb-24
16	Mr. Bimal Natvarlal Mehta	600000	16-Mar-24

The details of utilization of funds are given hereunder:
	Particulars	Amount in Lakhs
	Funds raised through allotment of 15,50,000 fully paid-up equity shares against conversion of equal number of warrants. (A)	Rs. 340.03
	Funds raised through allotment of 11,00,000 fully paid-up equity shares against conversion of equal number of warrants. (B)	Rs. 241.31
	Funds raised through allotment of 6,00,000 fully paid-up equity shares against conversion of equal number of warrants (C)	Rs. 131.625
	Funds raised through allotment of 10,00,000 fully paid-up equity shares against conversion of equal number of warrants (D)	Rs. 219.375

Particulars	Amount in Lakhs
Funds raised through allotment of 6,00,000 fully paid-up equity shares against conversion of equal number of warrants (E)	Rs. 131.625
Funds raised through allotment of 9,00,000 fully paid-up equity shares against conversion of equal number of warrants (F)	Rs. 197.43
Funds raised through allotment of 6,00,000 fully paid-up equity shares against conversion of equal number of warrants (G)	Rs. 131.625

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.

12. SHARE CAPITAL AND CHANGES IN IT:

â¢ Authorized Share Capital:

The Authorized Share Capital of the Company is Rs. 30,00,00,000/- (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.

â¢ Issued and Paid Up Share Capital:

Consequent to the approval by the Board of Directors in its meeting dated 22 August 2022 and subsequent approval by the Shareholders by Special Resolution in the Annual General Meeting dated 19 September 2022, the Board, on 30 September 2022 has allotted 1,00,00,000 Convertible Warrants carrying an entitlement to subscribe to an equivalent number of equity shares of face value of Rs 2 each at price of Rs 29.25 per warrant (including premium of Rs 27.25 per warrant), being price not lower than the minimum price calculated in accordance with the Regulations for Preferential Issue in Chapter V of SEBI (ICDR) Regulations, 2018 to the Promoters and Non-Promoters allotees. Each warrant is convertible into one equity share within a period of 18 months from the date of allotment at the option of warrant holder. As per the terms of allotment, the Company has received subscription money equivalent to 25% of the issue price and the balance 75% shall be paid by the warrant holder at the time of allotment of equity shares pursuant to exercise of option.

During the year under review, the Company has received the balance 75% of the issue price from rest of allottees and made an allotment of total of 63,50,000 Equity shares upon on conversion of Warrants held by them.

The Company has received Listing and Trading Approval for 63,50,000 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. 26,53,30,500 /- (Twenty Six Crore Fifty Three Lacs Thirty Thousand Five Hundred only) comprising of 13,26,65,250 (Thirteen Crore Twenty Six Lacs Sixty Five Thousand Two 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.

13 DETAILS OF COMPANYâS HOLDING, SUBSIDIARY, ASSOCIATE & JOINT VENTURE

The Company is having 6 (Six) subsidiaries including step down subsidiary and 2 associate company. The details of Subsidiary, Associate & Joint Venture are as follows:

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.

13.1 Domestic Subsidiaries

The Company has 3 (Three) Indian Subsidiaries i.e. Eltech Engineers Madras Private Limited (CIN: U29142TN1996PTC036500), Evigo Charge Private Ltd (formally known as Evigo Charging Consultants Private Ltd )(CIN No. U74999MH2018PTC317824),Xanatech Synergies Private Limited (CIN No. U62013MH2024PTC417888) and M/s. Narahari Engineering Works (Partnership Firm)

During the period under review Xanatech Synergies Private Limited was incorporated as a subsidiary company cum joint venture company w.e.f 22nd January, 2024.

13.2 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.

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

13.3 Associate Company

The Company has two associate company i.e Marks Marine Radio Private Limited (CIN: U51909MH1999PTC120812) and Athmar India Private Limited (CIN: U28110PN2024PTC227981)

During the period under review Athmar India Private Limited was incorporated as a associate company w.e.f 7th February, 2024.

14. 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.

15. 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.

16 DIRECTORS AND KEY MANAGERIAL PERSONNEL :

16.1 Board of Directors

a) Composition

The Board of Directors of the Company, at present, comprises of 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 five 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

Name of the Director	DIN	Category of Directorship
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

At the forthcoming AGM approval of the Members will be sought for the Re-appointment of the following Directors.

To Consider re-appointment of Mr. Vinay Uchil (DIN: 01276871) as a Chairman and Executive Director And Fixation of Remuneration with effect from 1st August, 2024 to 31st July, 2027.

To Consider re-appointment of Mr. Venkatesh Uchil (Din: 01282671) as an Managing Director and fixation of Remuneration with effect from 1st August, 2024 to 31st July, 2027.

To Consider re-appointment Of Mr. Vikas Jaywant (Din: 06607484) as an Independent Director for a Second And Final Term Of 3 (Three) Years Effective From 23rd February, 2025 Till 22nd February, 2028

To consider re-appointment of Mr. Shailendra Shukla (DIN: 08049885) as executive director.

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, Mr. Shailendra Shukla (DIN: 08049885), being the longest in the office amongst the directors is liable to retire by rotation at the ensuing Annual General Meeting of the Companyand, being eligible, have offered her candidature for re-appointment.

Brief details of Mr. Shailendra Shukla (DIN: 08049885), 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 (DIN- 07650301), Mr. Vikas Jaywant ( DIN - 06607484, Mr. Nikunj Mishra ( DIN - 03589730), Mr. Mohan Rao ( DIN -02592294) & Ms. Archana Rajagopalan ( DIN - 09077128) 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 confirmed 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 influence. 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.

16.2 Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP)of the Company, at present, comprises of Managing Director, Chairman & Executive Director, Chief Financial officer 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 Officer	04/08/2022
4	Mr. Deep Shah	Company Secretary & Compliance Officer	14/02/2024

During the year under review, Ms. Mitali Ambre tendered her resignation from the post of Company Secretary and Compliance Officer with effect from 13th December, 2023. Mr. Deep Shah was appointed as Company Secretary and Compliance Officer in the Board Meeting held on 14th February, 2024.

17. BOARD MEETINGS:

The Board met Five (5) times during the financial year 2023-24 viz 29thMay, 2023; 14th August, 2023; 16th October, 2023, 09th November, 2023; 14th February, 2024. 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.

18. COMMITTEES OF THE BOARD :

As on March 31,2024, 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.

19. 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 Familarisation Programme undertaken by the Company during the FY 2023-24 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/disclosure-reports/Familiarization-Programme.pdf

20. 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 âAnnexure Bâ to this Report.

21. 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.

22. POLICY ON DIRECTORSâ 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 Company''s website at the following link at https://www.marineelectricals.com/images/policies/Nomination-n-Remuneration.pdf

23. 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 28th March, 2024 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.

24. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2024 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, 2024 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, 2024 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.

25. 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.

26. RELATED PARTY TRANSACTIONS :

The related party transactions that were entered into by the Company during the financial year 2023-24, were on arm''s length basis. Further, no material related party transactions were entered into by the Company during the financial year 2023-24. 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 2023-24 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.

27. 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 Company''s business and document their process of risk identification, 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 company''s website viz:

https://www.marineelectricals.com/images/policies/Risk-Management-Policy-under-New-Companies-Act-

GIL.pdf

28. 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 Company''s 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 Company''s 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 âunpublished price sensitive informationâ are available with them.

The Insider Code also requires pre-clearance for dealing in the Company''s shares and prohibits dealing in Company''s 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/Policv-on-Code-of-Conduct-for-Prevention-of-Insider-

Trading.pdf

29 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 efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s 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 Controlmeans 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 company''s 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 Company''s internal financial controls was adequate and operating effectively as on March 31,2024. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

30. 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.

31. 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.

32. 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, 2024 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

33. AUDITORS AND REPORTS :

A. Statutory Auditors

The 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 reappointed as Statutory Auditors for a period of 5 years in the AGM held on 26th September 2023.

There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in audit report for the financial year ended 31st March, 2024.

B. Internal Auditor

The Board of Directors at its meeting held on 29th May, 2023 had appointed IRA & Associates (Formerly known as SMSD & Co), Chartered Accountants as Internal Auditor for Financial Year 2023-24 .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, 2024 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 2024-25 .

C. Secretarial Auditor

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Board''s 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 2023-24. The Board of Directors in its Board Meeting held on 29th May, 2024 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 2024-25.

The Secretarial Audit Report for the financial year ended 31st March, 2024 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 2023-24 and the Secretarial Audit Report does not contain any qualifications, 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.

34 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS 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.

35. 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 company''s website viz:

https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibilitv-Policv-CSR.pdf.

Further, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY 2024.

36. 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.

37. 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.

38. HUMAN RESOURCES :

The industrial relations at the manufacturing facilities of your Company havebeen cordial during the year. Employees are considered to be team membersbeing one of the most critical resources in the business which maximize theeffectiveness of the organization. Human resources build the enterprise and thesense of belonging would inculcate the spirit of dedication and loyalty amongstthem towards strengthening the Company''s Polices and Systems. The Companymaintains healthy, cordial and harmonious relations with all personnel andthereby enhancing the contributory value of the Human Resources.

39. EMPLOYEES STOCK OPTION SCHEME :

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

40. 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 filed 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.

41. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR :

There was no application made against the company or no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

42. 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 and that such systems are adequate and operating effectively.

43. 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: âInvestor Education and Protection Fundâ.

During the year there were no transfers to IEPF.

44. ACKNOWLEDGEMENTS :

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, officers and staff, resulting in the successful performance of the Company during the year.

Mar 31, 2023

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

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

(Rs. In Lakhs)
	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2023	31.03.2022	31.03.2023	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, Depreciation and Taxation	4,111.26	3,169.22	4,309.41	3,606.81
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)
Profit after taxation	1950.62	1,246.64	1,680.08	1,327.82
Profit for the carried to Reserves	-	-	-	-

*Previous year/period ended figures have been regrouped/rearranged/reclassified wherever necessary to make it comparable.

2. FINANCIAL PERFORMANCE AND STATE OF THE COMPANY''S AFFAIRS Operating Results and Profits

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 Companyâs healthy order book position which provides adequate revenue visibility in the near term. The ratings continue to draw comfort from companyâs 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 - ââICRA BBB" with "Stable" outlook; reaffirmed. For the Short ratings -âICRA A3 â; reaffirmed. 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:

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 Auditorsâ 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 Companyâs website https://www.marineelectricals.com/financial-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 Companyâs (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 31^st March, 2023 is annexed to this Boardâs 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 31^st 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 (âthe Policyâ). The Policy is available on the Companyâs website at https://www.marineelectricals.com/images/policies/Dividend-Distribution-Policv.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 22^nd August, 2022 and approval of the members of the Company at their Annual General Meeting (âAGMâ) held on 19^th September. 2022, upon receipt of 25% of the issue price per warrant (i.e. Rs. 7.3125 per warrant) as upfront payment (âWarrant Subscription Priceâ), the Company on 30^th 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 (âWarrant Issue Priceâ). 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 23^rd 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 6^th 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 31^st 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 31^st March 2023 (A B)	Rs. 1,531.97
Funds utilized during the year ended 31^st March 2023	Rs. 1,531.97

11. SHARE CAPITAL AND CHANGES IN IT:â¢ 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.

â¢ 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 Nonpromoter allottees, 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 22^nd August, 2022 and approval of the members of the Company at their Annual General Meeting (âAGMâ) held on 19^th 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 allottees, the above mentioned Warrants were allotted by the Company on 30^th 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 23^rd 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 6^th 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 (âActâ).

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 âHolding Companyâ. 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 Companyâs 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 (âListing Regulationsâ).

12.3. Foreign subsidiaries

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 22^nd October, 2021.

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

14. CORPORATE GOVERNANCE REPORT:

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:15.1 Board of Directorsa) 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 five 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 15^th AGM held on 19^thSeptember, 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 final term of 3 (three) years effective from 11^th July, 2023 till 10^th 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 final term of 5 (five) years effective from 11^thJuly, 2023 till 10^th 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 final term of 3 (three) years effective from 30^th May, 2023 till 29th May, 2026 and continuation of directorship after attainment of 75 years of age.

Also in the previous year,Mr. Shailendra Shuklaâs (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 19^th 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 final term of 5 (five) years effective immediately after expiry of her current term on 22^nd February, 2024 i.e. from 23^rd February, 2024 till 22^nd 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.

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.

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 officer 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 Officer	04/08/2022
4	Ms. Mitali Ambre	Company Secretary & Compliance Officer	27/02/2021

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

16. BOARD MEETINGS:

The Board met Six (6) times during the financial year 2022-23 viz 27^thMay, 2022; 4^th August, 2022; 22^nd August, 2022; 30^th September, 2022, 14^th November, 2022 and 13^th 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) Stakeholdersâ Relationship Committee,

(iv) Corporate Social Responsibility Committee

(v) Risk Management Committee and

(vi) General purpose Committee.

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

20. DECLARATION BY INDEPENDENT DIRECTORS:

21. POLICY ON DIRECTORSâ 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 Companyâs 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.

In a separate meeting of independent directors held on 13^th 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 confirm that:

a) in the preparation of the annual accounts for the Financial Year ended 31^st 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 31^st March, 2023 and of the profit of the company for that period;

d) the directors had prepared the annual accounts for Financial Year ended 31^stMarch, 2023 on a going concern basis; and

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

25. RELATED PARTY TRANSACTIONS:

The related party transactions that were entered into by the Company during the financial year 2022-23, were on armâs 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-Materialitv-of-Related-Partv-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 Companyâs business and document their process of risk identification, 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 companyâs 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 Companyâs 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 Companyâs 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 âunpublished price sensitive informationâ are available with them.

The Insider Code also requires pre-clearance for dealing in the Companyâs shares and prohibits dealing in Companyâs 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/Policv-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 Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Companyâs policies, safeguarding of Companyâs 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 companyâs 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 Companyâs 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 inefficiency or inadequacy of such controls.

29. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

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 31^stAugust, 2018.

The term of Saini Pati Shah & Co LLP, Chartered Accountants as Statutory Auditors of the Company for a period of five years is getting expired in the ensuing 16^th Annual General Meeting. Further, the Board of Directors in its meeting held on 29^thMay, 2023, have recommended their re-appointment for second and final term of 5 years from the conclusion of 16^thAnnual General Meeting until the conclusion of 21^st 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 qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor of the Company, in audit report for the financial year ended 31^st March, 2023.

B. Internal Auditor

The Board of Directors at its meeting held on 27^th 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 29^th 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 Boardâs 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 29^th 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 31^st 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 qualifications, 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 COMPANYâS 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:

https://www.marineelectricals.com/images/policies/Corporate-Social-Responsibilitv-Policv-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 Specified 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 31^st March, 2023. Accordingly, the company has transferred Rs. 5.00 lakhs to Prime Minister National Relief Fund (PMNRF) on 25^th May, 2023.

Further, the Chief Financial Officer 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:

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

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 Companyâs 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-Policv.pdf

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 filed 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

During the year there were no transfers to IEPF.

43. ACKNOWLEDGMENTS:

Mar 31, 2018

REPORT OF DIRECTORS

To,

The Members,

Marine Electricals (India] Pvt. Ltd.

Your Directors have pleasure in presenting their 11th Annual Report along with the Audited Accounts of the Company for the year ended 31s tMarch, 2018.

FINANCIAL RESULTS:

Your company''s performance during the year under review as compared to the previous financial year is summarised in the following statement:

PERFORMANCE OF THE COMPANY - STANDALONE

Particulars	31st March 2018 (Rs.)	31st March 2017 (Rs.)
Total income	2,89,07,08,357	2,11,84,40,491
Expenses	2,62,84,40,109	1,88,71,24,032
Profit before interest, depreciation and taxation	26,22,67,978	23,13,16,460
Interest and bank charges	4,61,76,283	4,01,96,135
Depreciation and Amortization	3,91,96,078	4,37,22,229
Profit before tax	17,68,95,617	14,73,98,095
Less: Provision for current tax & deferred tax	5,96,55,000	6,12,83,933
Profit after taxation	11,72,40,617	8,61,14,162

PERFORMANCE OF THE COMPANY - CONSOLIDATED

Your Company has availed the exemption provided in the second proviso of Rule 6 of Companies (Accounts] Rules, 2014 and has thus not consolidated its financial statements.

All the shareholders of your Company have consented to avail this exemption. Further the ultimate holding company of your Company, viz KDU Enterprises Private Limited, shall file consolidated financial statements with the Registrar of Companies.

State of Company''s Affairs and Future Outlook

Your company has its headquarters in the financial capital of India - Mumbai where it also operates and runs a production facility and has two production facilities at Verna, Goa. Your company has undertaken an expansion of manufacturing facilities with setting up of a new facility next to Plant 2 at Verna Goa. The plant is estimate to start commercial production by October 2018.

Current year has been challenging year for the Company due to structural changes like introduction of Goods and Service Tax implemented by the Government. Industry is expected to get formalize with many players from unorganized sector likely to get included in main stream of business. Further global uncertainty has gradually creeped in, affecting Indian businesses. Your Company is confident to come out of these uncertainties with the focus approach and with support of global and local vendors and customers.

Company''s Performance

The revenue from operations for FY 2017-18 was at Rs. 2,87,66,38,708/- which was higher by 37.34% compared to the previous year Rs. 2,09,44,16,945/- in FY 2016-17.

Earnings before interest, tax, depreciation and amortisation ("EBITDA''J is Rs.26,22,67,978/- registering a growth of 13.38% over EBITDA of Rs. 23,13,16,459/- in FY 2016-17.

Profit after tax ("PAT"] for the year was Rs. 11,72,40,617/- recording a growth of 36.14% over the PAT of Rs. 8,61,14,162/- of FY 2016-17.

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, 2018.

Details of Subsidiary, Joint Venture, Associate Companies

Your Company had two subsidiary companies as on 31st March 2018. Your Company did not have any associate companies or joint venture companies within the meaning of section 2(6] of the Companies Act, 2013 ("Act"].

Marine Electricals FZC (MEFZC] incorporated in Sharjah, United Arab Emirates, and Eltech Engineers Madras Private Limited (EEMPL], which was acquired during the year under review, are the two subsidiary companies.

During the year under review, MEFZC has achieved a turnover of Rs.660,263,577/- (AED 36,198,661/-@ Rs.18.24 per AED] with a profit of Rs.44,075,537/- (AED 2,416,422 @ Rs 18.24 per AED].

During the year under review, EEMPL has achieved a turnover of Rs. 6,56,61,559/- with a profit of Rs. 12,80,118/-

Pursuant to provisions of section 129(3] of the Companies Act, 2013(the Act] a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to this report and marked as Annexure I.

Amounts Transferred to Reserves

During the year under review an amount of Rs. 4,12,24,800/- has been transferred to Securities Premium Account of the Company.

Changes in Share Capital

During the financial year, the paid up share capital of your Company has been increased from Rs. 17,17,82,000/- to Rs. 18,03,70,500/- pursuant to allotment of 8,58,850 equity shares of Rs. 10/- each at a premium of Rs. 48/- per share, under Rights issue.

Disclosure regarding Issue of Equity Shares with Differential Rights

All the equity shares issued by your company carry similar voting rights and your Company has not issued any equity shares with differential voting rights during the year under review.

Disclosure regarding issue of Employee Stock Options

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

Disclosure regarding issue of Sweat Equity Shares

Your company has not issued any Sweat Equity Shares during the year under review.

Quality Initiatives

Your Company has continued its commitment towards the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes. Marine Electricals has certified its plants to meet ISO 9001:2015, ISO 14001:2015 & OHSAS 18001:2007 to cater to highest levels of safety for its staff and environment.

The Extract of the Annual Return

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure II in the prescribed Form MGT-9, which forms part of this report.

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.

Loans from Director''s and their Relatives

Your Company has not taken any loan from Directors and their relatives during the year under review.

Statutory Auditors

The current statutory auditors term has expired and it is proposed to appoint SGJ&Co, Chartered Accountants as Statutory Auditors for a period of 5 years. They have given their eligibility & consent for the proposed appointment.

Auditors'' Report

The Auditors report does not contain any qualification, reservation or adverse remark or disclaimer, thus no need arises for the Board of Directors to furnish any explanation or comments on the same.

Fraud Reporting

There have been no known instances of Fraud in your company during the year under review.

Maintenance of Cost Records

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

Sexual Harassment Policy

The Company has devised a round 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.

Vigil Mechanism/Whistle Blower Policy

The Company has established vigil mechanism pursuant to provisions of Section 177(9] of the Companies 2013, and oversees it through Mr. Vinay Uchil, Director since Audit Committee is not applicable to the Company. The Company has also provided adequate safeguards against victimization of Company''s employees and Directors who express their concerns.

Secretarial Standards

Your Board of Directors, the management team and professional employed / associated with the Company ensure that the necessary compliance with regard to the Secretarial Standards have been complied with.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Energy conservation continues to be an area of focus for your Company. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices.

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a] Conservation of Energy

Your Company has taken sufficient steps to conserve energy by monitoring the use thereby resulting in savings for the company.

b] Technology Absorption

The Company is using latest technology for manufacturing of the products and same has been fully absorbed. The Company is continuously improving its quality and installed latest equipment and new testing and measuring equipment. Indigenous technology available is continuously being upgraded to improve overall performance. Indigenous technology available is continuously being upgraded to improve over all performance.

c] Expenditure on Research & Development

Your company has in addition to R&D facility in Mumbai started a R&D facility in Kochi to increase new product development. We have already designed two new products in the year which will commercially sold in the next financial year. Also our new team of very senior engineers have bought improvements in all our existing products developed by the company in the past.

d] Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings: Rs. 23,21,39,995/-Foreign Exchange Outgo : Rs. 24,26,93,980/-

Corporate Social Responsibility [CSR]

As per the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy] Rules, 2014 the Board has constituted a CSR Committee consisting of the following Directors:

1. Mr. Venkatesh K. Uchil - Chairman;

2. Mr. Vinay K. Uchil - Member.

Your Company in the current financial year has contributed Rs,660,000 to Amrita Trust- a Non-Government Organization (NGO - registered with the charity commissioner, Mumbai). The trust aims at providing and promoting healthcare, and medical assistance to the weaker sections of our society, it also provides education and training to the under privileged and disabled to lead a self-sustained life.

Your company is in the process of identifying more projects in line with the CSR policy, in order to enable your Company to spend the entire amounts kept aside for the CSR spends. It is because of lack of suitable projects that your Company was unable to spend the entire amount of CSR during the financial year.

The requisite disclosures to be given with regard to CSR, in the prescribed format are annexed as Annexure-III to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Venkatesh K. Uchil (DIN: 01282671] and Mr. Vinay K. Uchil (DIN: 01276871] continue to be on the Board of your Company. Declaration by an Independent Directors]

RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLE TIME DIRECTOR FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY

The Managing Director of the Company viz. Mr. Venkatesh K Uchil did not receive any commission from a Company or from it''s holding / subsidiary company.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Your Company being a private limited company, the provisions with regards to the appointment of Independent Directors pursuant to section 149(4] do not apply to your Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Twenty-Four Board meetings were held during the year as follows

Sr. No.	Date of Board Meeting	Name of the Directors who attended the said meeting
1.	12th April 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
2.	19th April 2017	Vinay K Uchil (DIN: 01276871 ] Venkatesh K Uchil (DIN: 01282671]
3.	12th June 2017	Vinay K Uchil (DIN: 01276871 ] Venkatesh K Uchil (DIN: 01282671]
4.	21st June 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
5.	7th July 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
6.	21st July 2017	Vinay K Uchil (DIN: 01276871 ] Venkatesh K Uchil (DIN: 01282671]
7.	10th Aug 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
L 8.	7th September 2017	Vinay K Uchil (DIN: 01276871 ] Venkatesh K Uchil (DIN: 01282671]
9.	9th September 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
10.	18th September 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
11.	29th September 2017	Vinay K Uchil (DIN: 01276871 ] Venkatesh K Uchil (DIN: 01282671]
12.	25th October 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
13.	30th October 2017	Vinay K Uchil (DIN: 01276871 ] Venkatesh K Uchil (DIN: 01282671]
14.	7th November 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
15.	8th November 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]

Sr. No.		Name of the Directors who attended the said meeting
16.	9th November 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
17.	13th November 2017	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
18.	8th January 2018	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
19.	25th January 2018	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
20.	26th February, 2018	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
21.	1st March 2018	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
22.	16th March 2018	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
L 23	17th March 2018	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]
24	24th March 2018	Vinay K Uchil (DIN: 01276871] Venkatesh K Uchil (DIN: 01282671]

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Your Company has not given any loans, guarantees, not made any investments and not given any security to any other body corporate falling under the purview of Section 186 of the Companies Act, 2013.

The details of the investments made by your company during the year under review, falling under the ambit of Sectionl86 of the Companies Act, 2013, were as under :-

SI. No.	Date of Investment	Details of Investee	Amount	Date of BR
1	02/08/17	El tech Engineers Madras Private Limited	2,10,000	17/2/2017

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the contracts or arrangement entered into by the Company during the financial year with related parties were in the ordinary course of business and at arm''s length thus the same were outside the purview of Section 188(l]of the Companies Act, 2013and hence no details have been provided in AOC2.

RISK AND CONCERNS

Risks and concerns as follows:

There could be possibility of your Company may not be unable to meet certain delivery obligations including timelines of delivery, due to which, it could become liable to claims by customers, suffer adverse publicity and incur substantial costs, which in turn could adversely affect the results of operations of the Company.

Business may suffer if the Company fails to keep pace with rapid changes in technology and the industries on which it focuses.

Products are being manufactured from manufacturing facilities located in the Mumbai and Goa. Any disruption or suspension in the production process in this facility can significantly impact Company''s ability to service customer needs.

If Company fails to keep technical knowledge and process know-how confidential, it may suffer a loss of competitive advantage.

The Company''s business is not of continuous production in nature thus resulting in varied results for different operating periods as well as Balance Sheet situations.

RISK MANAGEMENT POLICY

The Board of Directors and the team of professionals employed by the Company in various departments constantly review the risk management of the Company and ensure its effectiveness. The finance team has an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

However the Company has not faced any risk, which in the opinion of the Board, may threaten the existence of the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a] in the preparation of the annual accounts, 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 at the end of the financial year and of the profit and loss 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 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.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

PERSONNEL

Relation between employees and management continued to be cordial during the year. Your Company considers its employees as its most valuable asset. The Company continues its focus on employee retention. The Company''s performance-driven culture with a strong focus on employees'' career aspirations, appreciation and total-welfare helped maintain an ideal employee strength.

The Marine family consists of 307 number of employees. On gender diversity, the Company has 10% of women employees, including senior positions.

PARTICULAR OF EMPLOYEES

There were no employee who receive remuneration more than Rupees One Crore Two Lacs as per Section 197 read with rule 5(3] of the Companies (Appointment & Remuneration of Managerial Personnel] Rule 2014, during the period under the review, hence no disclosures have been given.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION REDRESSAL) ACT, 2013

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 filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

ACKNOWLEDGEMENTS

The Directors thank the Company''s employees, customers, vendors, investors, bankers and academic institutions for their continuous support.

The Directors also thank the Governments of various countries, Government of India, and various government departments / agencies for their co-operation

The Directors appreciate and value the contributions made by every member of the Marine family. On behalf of the board of directors

VENKATESH K. UCHIL	VINAY K. UCHIL
Managing Director	Director
DIN: 01282671	DIN: 01276871
Date: 26th July, 2018
Place: Mumbai

ANNEXURE I

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts] Rules, 2014]

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs.)

	Name of the subsidiary	MEL Power Systems FZC (Formerly M/s. Marine Electricals FZC)	Eltech Engineers Madras Private Limited
1	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period.	From 1st April to 31st March	From 1st April to 31st March
2	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.	Exchange currency: AED 1 AED: Rs. 18.24	N.A.
3	Share capital	Rs. 27,36,000/-	Rs. 30,00,000/-
4	Reserves & surplus	Rs. 20,95,22,296/-	Rs.(l,85,04,571]
5	Total assets	Rs. 34,93,28,978/-	Rs. 3,68,18,858/-
6	Total Liabilities	Rs. 34,93,28,978/-	Rs. 3,68,18,858/-
7	Investments	Rs. 7,30,05,290/-	-
8	Turnover	Rs. 66,02,63,577/-	Rs. 6,56,61,559/-
9	Profit before taxation	Rs. 4,40,75,537/-	Rs. 12,80,118/-
10	Provision for taxation	Nil	Nil
11	Profit after taxation	Rs. 4,40,75,537/-	Rs. 12,80,118/-
12	Proposed Dividend	Nil	Nil
13	% of shareholding	90%	70%

The following information shall be FURNISHED:

Names of subsidiaries, which are yet to commence operations: Nil

Names of subsidiaries, which have been liquidated or sold during the year: Nil

Part "B": Associates and Joint Ventures - Not applicable

Name of Associates/Joint Ventures

M/s Narhari Engineering Works

Automatic Electronic Controls Manufacturing Co

1. Latest audited Balance Sheet Date	31st March 2018	31st March 2018
Name of Associates/Joint Ventures	M/s Narhari Engineering Works	Automatic Electronic Controls Manufacturing Co
2. Shares of Associate/Joint Ventures held by the company on the year end.
Amount of Investment in Associates/Joint Venture	7,03,68,120	20,43,017
Extend of Holding %	80%	50%
3. Description of how there is significant influence	Company has 80% share in partnership firm	Company has 50% share in partnership firm
4. Reason why the associate/joint venture is not consolidated	Exemption Rule 6 of Companies (Accounts] Rules, 2014	Exemption Rule 6 of Companies (Accounts] Rules, 2014
5. Networth attributable to Shareholding as per latest audited Balance Sheet.	7,03,68,120	20,43,017
6. Profit / Loss for the year	564,326	(49,996]
i. Considered in Consolidation ii. Not Considered in Consolidation	No No	No No

The following information shall be furnished: -

1. Names of associates or joint ventures, which are yet to commence operations: Nil

2. Names of associates or joint ventures, which have been liquidated or sold during the year: Nil

On behalf of the board of directors

Venkatesh K. Uchil	Vinay K. Uchil
Managing Director	Director
DIN: 01282671	DIN: 01276871
Date: 26th July, 2018
Place: Mumbai

ANNEXURE II

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2017

[Pursuantto section 92(3] of the Companies Act,2013 and rule 12(l] of the Companies (Management and Administration] Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

	CIN	U31907MH2007PTC176443
ii.	Registration Date	04/12/2007
iii.	Name of the Company	MARINE ELECTRICALS (INDIA] PRIVATE LIMITED
iv.	Category/Sub-Category of the Company	Indian Non-Government Company
V.	Address of the Registered office and contact details	B/l, Udyog Sadan No. 3, MIDC, Andheri (East], Mumbai-400093
vi.	Whether listed company	No
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any	Not Applicable

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1.	Manufacturing-control panels	31200	88.37
2.	Trading activities	N.A	4.33

Services

N.A

7.30

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name And Address Of The Company	CIN/GLN	Holding/ Subsidiary /Associate	% of shares held	Applicable Section
1.	KDU Enterprise Pvt Ltd	U31401MH1982PTCO 27850	Holding	70.31	2(46)
2.	Marine Electricals FZC, Abu Dhabi		Subsidiary	90	2(87)(ii)
3.	Eltech Engineers Madras Private Limited	U29142TN1996PTC03 6500	Subsidiary	70	2(87)(ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Dem at	Physical	Total	% of Total Shares	Dem at	Physical	Total	% of Total Shares
A. Promoter
1. Indian	-				-				-
a) Individual/ HUF	-	5099900	5099900	29.689	-	5354875	5354875	29.689	0
b) Central Govt.									-
c) State Govtfs]	-								-
d) Bodies Corp	-	12077500	12077500	70.310	-	12681375	12681375	70.310	0
e) Banks / FI	-								-
f) Any Other	-								-
Sub-total(A](1):-	-	17177400	17177400	99.999		18036250	18036250	99.999	0
2. Foreign
g) NRIs-Individuals	-	-	-	-	-	-	-	-	-
h) Other-Individuals	-	-	-	-	-	-	-	-	-
i) Bodies Corp.	-	-	-	-	-	-	-	-	-
j) Banks / FI	-	-	-	-	-	-	-	-	-
k) Any Other....	-	-	-	-	-	-	-	-	-
Sub-total(A)(2]	-	-	-	-	-	-	-	-	-
B. Public Shareholding
1. Institutions	-	-	-	-	-	-	-	-	-
a) Mutual Funds	-	-	-	-	-	-	-	-	-
b) Banks / FI	-	-	-	-	-	-	-	-	-
Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
	Dem at	Physical	Total	% of Total Shares	Dem at	Physical	Total	% of Total Shares

c) Central Govt.	-	-	-	-	-	-	-	-	-
d) State Govt.(s]	-	-	-	-	-	-	-	-	-
e) Venture Capital Funds	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g) FIIs	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	~	~	~	~	~	~	~
i) Others (specify)	-	-	-	-	-	-	-	-	-
Sub-total(B](l]	-	-	-	-	-	-	-	-	-
2. Non Institutions	-	-	-	-	-	-	-	-	-
a] Bodies Corp. (i) Indian (ii) Overseas
b] Individuals (i) Individual shareholders holding nominal share capital up to Rs. 1 lakh (ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh		800	800	0.004		800	800	0.004	0
c] Others (Specify)	-	-	-	-	-	-	-	-	0
Sub-total(B](2]	-	800	800	0.004	-	800	800	0.004	0
Total Public Shareholding (B)=(B)(1) (B)(2)		800	800	0.004		800	800	0.004	0
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A B C)	-	17178200	17178200	100		18037050	18037050	100	-

ii. Shareholding of Promoters

Shareholder''s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

change in sharehol ding during the year

No. of

% of total

% of Shares

No. of

% of total

% of Shares

	Shares	Shares of the Company	Pledged/ Encumbered	Shares	Shares of the Company	Pledged/ Encumbered
M/s KDU	12077500	70.310	0	12681375	70.310	0
Enterprises Pvt. LTD
Mr. Venkatesh K.	5099500	29.687	0	5354475 29.687		0
Uchil
Mr. Vinay K. Uchil	200	0.001	0	200	0.001	0
Mrs. Tanuja	200	0.001	0	200	0.001	0
Pudhierkar
Total	17177400	99.999	0	18036250	99.999	0

iii. Change in Promoters'' Shareholding (please specify, if there is no change)

No	At the beginning of the year	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	M/s KDU Enterprises Pvt. Ltd	12077500	70.310	-	-
	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):	603875	3.348	12681375	70.310
	At the End of the year ( or on the date of separation, if separated during the year)	12681375	70.310	12681375	70.310
2	Mr. Venkatesh K Uchil	5099500	29.687
	Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer / bonus/ sweat equity etc] Allotment of Rights shares on 29th September 2017	254975	1.413	5354475	29.687
	At the End of the year	5354475	29.687	5354475	29.687

No change in the shareholding of other Promoters

iv. Shareholding Pattern of top ten Shareholders (other than Directors, promoters and Holders of GDRS and ADRS):

	Shareholding at the beginning of the year		Cumulative Shareholding during the year
For Each of the Top 10 Shareholders	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
At the beginning of the year	800	0.001	800	0.001
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.):	N.A	N.A	N.A	N.A
At the End of the year ( or on the date of separation, if separated during the year)	800	0.001	800	0.001

v. Shareholding of Directors and key Managerial personnel:

No	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding during the year
	At the beginning of the year	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
1	Mr. Venkatesh K Uchil	50,99,500	29.687	-	-
	Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.] Allotment of Rights Shares on 29th September 2017	254975	1.413	5354475	29.687
	At the end of the year	53,54,475	29.687	53,54,475	29.687
2	Mr. Vinay K Uchil	200	0.001	-	-

Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.]	0	0	200	0.001
Allotment of Rights Shares on 29th September 2017
At the end of the year	200	0.001	200	0.001

V. INDEBTEDNESS a) Indebtedness of the Company including interest outstanding/accrued but not due for payment

	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i] Principal Amount	31,19,49,104	46,301	[â¢]	31,19,95,405
ii] Interest due but not paid	[â¢]	[â¢]	[â¢]	[â¢]
iii] Interest accrued but not due	[â¢]	[â¢]	[â¢]	[â¢]
Total(i ii iii)	3119,49,104	46301	[â¢]	311995405
Change in Indebtedness during the financial year
Addition	[â¢]	3781809	[â¢]	3781809
Reduction	[88,16,280]	[â¢]	[â¢]	[88,16,280]
Net Change	(88,16,280)	3781809	[â¢]	(5034471)
Indebtedness at the end of the financial year
i] Principal Amount	30,31,32,824	38,28,110	[â¢]	306960934
ii] Interest due but not paid	[â¢]	[â¢]	[â¢]	[â¢]
iii] Interest accrued but not due	[â¢]	[â¢]	[â¢]	[â¢]
Total (i ii iii)	330790130	3828110	[â¢]	334618240

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Remuneration to Managing Director, Whole-time Directors and /or Manager/Director

Particulars of Remuneration	Name of the Director		Total Amount
Gross salary
(a) Salary as per provisions contained in section 17(l] of the Income-tax Act, 1961
(b) Value of perquisites u/s 17	Mr. Venkatesh K. Uchil	Mr. Vinay K. Uchil
(2) Income-tax Act, 1961 [c] Profits in lieu of salary	48,00,000	48,00,000	96,00,000

undersection 17(3) Income-tax Act,1961
Stock Option	-	-	-
Sweat Equity	-	-	-
Commission - as % of profit - others, specify...
Others, please specify	-	-	-
Total(A)	48,00,000	48,00,000	96,00,000
Ceiling as per the Act	NOT APPLICABLE

B) Remuneration to other directors: Not Applicable

Particulars of Remuneration	Name of MD/WTD/ Manager				Total Amount
Independent Directors â¢Fee for attending board committee meetings â¢Commission â¢Others, please specify	-	-	-	-	-
Total(1)
Other Non-Executive Directors â¢Fee for attending board committee meetings â¢Commission â¢Others, please specify	-	-	-	-	-
Total(2)
Total(B) = (l 2)
Total Managerial Remuneration	-	-	-	-	-
Overall Ceiling as per the Act	NOT APPLICABLE

C) Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD: Nil since no KMP has been appointed

Particulars of Remuneration	Key Managerial Personnel
	CEO	Company Secretary	CFO	Total
Gross salary (a) Salary as per provisions contained in section 17(l) of the Income-tax Act,1961	-	-	-	-
(b) Value of perquisites u/s 17(2] Income-tax

Act,1961 (cj Profits in lieu of salary under section 17(3] Income-tax Act,1961
Stock Option	-	-	-	-
Sweat Equity	-	-	-	-
Commission - as % of profit -others, specify...
Others, please specify	-	-	-	-
Total

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

Type	Section of the companies Act	Brief description	Details of Penalty/ Punishment/Com pounding fees imposed	Authority [RD /NCLT/Court]	Appeal made. If any (give details)
A. Company
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
B. Directors
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
C. Other Officers In Default
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-

On behalf of the board of directors
VENKATESH K. UCHIL	VINAY K. UCHIL
Managing Director	Director
DIN: 01282671	DIN: 01276871
Date: 26th July, 2018
Place: Mumbai

ANNEXURE III

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of the company''s CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes:

Marine, CSR Policy is focused on enhancing the lives of the local community in which it operates. This takes shapes by way of providing a better quality of life for the people in the communities in which the Company operates. We strongly believe in contributing towards the betterment of society and endeavor to create a positive impact, while achieving our business goals.

2. The composition of the CSR committee:

The Company has a CSR committee of directors comprising of Mr. Venkatesh K. Uchil - Chairman and Mr. Vinay K. Uchil as member

3. Average net profit of the company for last three financial years for the purpose of computation of CSR: Rs.7,38,69,401

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): Rs.14,77,388.02

5. Details of CSR spent during the financial year: Rs.660,000

a. Total amount to be spent for the financial year: Rs.14,77,388.02

b. Amount unspent: Rs. 8,17,388.02

c. Manner in which the amount spent during the financial year: Your Company in the current financial year has contributed Rs. 6,60,000.00 to M/s. Amrita Trust- a Non Government Organization (NGO - registered with the charity commissioner, Mumbai). The trust aims at providing and promoting healthcare, and medical assistance to the weaker sections of our society, it also provides education and training to the under privileged and disabled to lead a self sustained life.

6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.

Manner in which amount spend during the financial year is detailed below:

Sr.

CSR

Sector in

Projects or

Amount

Cumulative

Amount spent:

Project or Activity identified

which the project is covered

programmes (1) Local area or other (2) specify the state and District where projects or programmes were undertaken

Outlay (Budget) Project or programmes wise

spent on the projects or programmes Subheads: (1) Direct Expenditure

(2) Overheads

Expenditure up to the reporting period

Direct or through implementing agency

Promoting health care

Healthcare

All over India

6,60,000

Amount was spent through Amrita Trust

We hereby affirm that the CSR Policy ("Policy"] of the Company as approved by the Board of Directors of the Company is monitored by the CSR Committee and the CSR activities have been implemented in accordance with the Policy

On behalf of the board of directors
VENKATESH K. UCHIL	VINAY K. UCHIL
Managing Director	Director
DIN: 01282671	DIN: 01276871
Date: 26th July, 2018
Place: Mumbai

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