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Containerway International Ltd.

BSE: 540597 Sector: Others
NSE: N.A. ISIN Code: INE319U01022
BSE 13:44 | 05 Dec 4.90 -0.20
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NSE 05:30 | 01 Jan Containerway International Ltd
OPEN 5.00
PREVIOUS CLOSE 5.10
VOLUME 55
52-Week high 7.40
52-Week low 2.91
P/E
Mkt Cap.(Rs cr) 3
Buy Price 4.90
Buy Qty 1.00
Sell Price 4.95
Sell Qty 1966.00
OPEN 5.00
CLOSE 5.10
VOLUME 55
52-Week high 7.40
52-Week low 2.91
P/E
Mkt Cap.(Rs cr) 3
Buy Price 4.90
Buy Qty 1.00
Sell Price 4.95
Sell Qty 1966.00

Containerway International Ltd. (CONTAINERWAYINT) - Director Report

Company director report

The Board of Directors have pleasure in presenting their 34thAnnualReport of the Company along with Audited Financial Statements for the financial yearended 31stMarch2022.

1. FINANCIAL RESULTS:

Particulars FY 2021-22 FY 2020-21
Revenue from Operations NIL NIL
Other Income NIL NIL
Total Income NIL NIL
Total Expenses (1618641) (669276)
Profit before Tax (1618641) (669276)
Total Tax Expenses NIL NIL
Profit for the year (1618641) (669276)
Other Comprehensive Income NIL NIL
Total Comprehensive Income (1618641) (669276)
EPS (Basis & Diluted) of -0.25 -0.20
Rs. 10/- each (with OCI)
EPS (Basis & Diluted) of -0.25 -0.20
Rs. 10/- each (withoutOCI)

2. PERFORMANCE OVERVIEW:

During the year under review your company recorded NIL Revenue. TheNet Loss for FY 2021-22 is at 1618641 as compared to 669276 in FY 2020-21 The Companyhad not raised any revenue from operations in current year and incurred expenses of1618641.

3. CHANGE IN CAPITAL DURING THE YEAR:

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

4. RESERVES & DIVIDEND

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

5. CURRENT OPERATIONS & FUTURE OUTLOOK (STATE OFCOMPANY'S

AFFAIRS):

During the year Company has incurred loss of 1618641and had earned norevenue. The company is trying to revive its business and seeking investment tore-initiate its operating activity.

6. LISTING OF EQUITY SHARES OF THE COMPANY:

The Company's equity shares are listed on BSE Ltd. and CalcuttaStock Exchange (CSE).

BSE Scrip Code: 540597

CSE Scrip Code: 13081

7. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THESUBSIDIARIES:

As on the date of this director's report the Company has nosubsidiary.

8. CHANGE IN THE NATURE OF BUSINESS

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

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

Authorized Share Capital of the Company is Rs. 67500000/-(Rupees SixCrores Seventy-Five Lacs) divided into 6900000 (Sixty-Nine Lakhs) Equity Shares of Rs.5/- (Rupees Five only) each ("Equity Shares") and 3300000 (Thirty-ThreeLakhs) 0.01% Non-Convertible Redeemable Preference Shares of Rs.10/- (Rupees Ten only)each ("Preference Shares"). b. Paid up Share Capital of the Company

At present paid up Share Capital of the Company stands at Rs.65686000/- (Rupees Six Crores Fifty-Six Lacs Eighty-Six Thousand only) comprising of6537200 (Sixty-Five Lacs Thirty Seven- Thousand and Two Hundred) Equity Shares of Rs.5/- (Rupees Five only) each ("Equity Shares") and 3300000 (Thirty-ThreeLacs) 0.01% Non-Convertible Redeemable Preference Shares of Rs. 10/- (Rupees Ten only)each ("Preference Shares").

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

EXTRACTS OF ANNUAL RETURN

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

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. DIRECTORS

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

Mr. Kamal Kumar appointed as the AdditionalDirectoroftheCompanyw.e.fJune 19 2020which has resigned on 2nd April 2021.

Ms. Jyoti Ganapathi appointed as the Additional DirectoroftheCompanyw.e.f 2nd April 2020 and has been regularized on 24thSeptember 2021

11. INVESTOR EDUCATION AND PROTECTION FUND:

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

12. CODE OF CONDUCT BY DIRECTORS AND SENIOR MANAGEMENT:

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

13. INDEPENDENT DIRECTORS' DECLARATION:

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

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

15. BOARD COMPOSITION:

The Company has following board composition:

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

16. MEETINGS OF BOARD OF DIRECTORS & ITS COMMITTEES:

Thirdteenmeetings of the Board of Directors were held during the periodunder review. Details of Composition & Meetings of the Board andplease refer table17.1;

During the year no such instances occurred that the Board has notaccepted any recommendation of the Audit Committee.

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

17. Audit Committee and Vigil Mechanism:

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

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

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

During the year under review the Audit Committee of the Board has met4 times on June 30 2021 August 12 2021 November12 2021 and February 10 2022. Thenumber of Committee Meetings attended by the members during the financial year ended onMarch 31 2022 as required in accordance with Secretarial Standard-1 are given below:

Date of Meeting

Attendance

Ms. Jayshree Ganapathi Ms. Jyoti Ganapathi Mr. Salem Lakshmanan Ganapathi
June 30 2021
August12 2021
November12 2021
February 10 2022

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

("Policy") to deal with instance of unethical practicesfraud and mismanagement or gross misconduct by the employees of the Company if any thatcan lead to financial loss or reputational risk to the organization. The Policy isavailable on the website of the Company under the heading "Policies" ofInvestor's Relation Tab URL-http://containerway.in. The Board hereby confirms that nopersonnel have been denied access to the Audit Committee.

18. Nomination & Remuneration Committee:

The Board of the Company has constituted a policy on the Nomination andRemuneration of the

KMP's and Senior Management of the Company. The Policy isavailable on the website of the Company under the heading ‘Policies' ofInvestor's Relation Tab (URL - http://containerway.in/investor's_relation.html). Interms of the provisions of Section 178 of the Companies Act 2013 the Company hasconstituted the Nomination & Remuneration Committee. However it is not in compliancewith the provisions of the Act due to unavailability of adequate number of independentdirectors in the board. The composition as on March 31 2022 is as follows:

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

During the year under review Nomination & Remuneration Committeeof the Board met only once on April 02 2021 and all the members were present during themeeting.

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

19. Stakeholders Relationship Committee:

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

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

During the year under review Nomination & Remuneration Committeeof the Board met

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

20. RISK MANAGEMENT POLICY:

>The Company appreciates the fact that management of risk is anessential element of growth and for the same assessing risk and taking steps to controland curb it is necessary. Thus the Board has implemented a well laid out risk managementplan in the Company and suitably incorporated procedures in it for assessing andminimizing the prospective risks to which the Company may be exposed. The Audit Committeealso monitors and evaluates the risk management plan placed in the Company from time totime in order to review if it is working properly and if it needs any kind ofmodification. The board has not identified any element of risk which can create a threatto the Company's business or its existence during the period under review.

21. POLICY ON INSIDER TRADING:

The Company follows a strict code on prohibition of Insider Trading andthe same has been detailed to all the directors senior management and employees of theCompany. For ensuring the same the Company has adopted a code of fair disclosure ofUnpublished Price Sensitive Information in accordance with SEBI (Prohibition of InsiderTrading) Regulations 2015. The Code is available on the website of the Company under theheading policies of Investor's Relation Tab (URL -http://containerway.in/investor's_relation.html).

22. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

23. STATUTORY DISCLOSURES

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

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

24. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT

VENTURES:

The Company does not have any subsidiary associate or joint ventureCompany.

25. DETAILS OF MANAGERIAL REMUNERATION

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

26. DEPOSITS:

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

27. PARTICULARS OF EMPLOYEES

The Company is in the process of appointing more Employees on itsrolls. During the period under review the Company has 1 permanent employees on the payroll of the Company.

Remuneration paid to Whole Time Company Secretary is as perRemuneration Policy laid down by Nomination and Remuneration Committee of the Company. Asno remuneration is being paid to any Key Managerial Personnel of the Company exceptCompany Secretary therefore the provisions of Rule 5 (1) (2) & (3) are notapplicable on the Company to that extent.

28. DISCLOSURE OF ACCOUNTING TREATMENT

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

29. AUDITORS

Statutory Auditors

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

FurtherIn the Annual General Meeting to be held on September 282022Board of directors has recommended to ratify B. Aggarwal & Co. CharteredAccountants as the Statutory Auditorsfor the Financial Year 2022-23.

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

Secretarial Auditor

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

Annexure III.

30. EXPLANATION BY THE BOARD ON OBSERVATION IN SECRETARIAL AUDIT

REPORT

As reported by the secretarial auditor the company does not have anInternal Auditor in the Company during the reporting period. The board clarified that theCompany has proper Internal Control System commensurate with the size of the organizationand there have been no instances of fraud reported by any employee in the accountsmaintained by the Company.Howeverthe Company is in the process of finding a suitableperson as an Internal Auditor.

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

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

31. BOOK CLOSURE

The transfer books of the Company will be closed from September 222022 to September 28 2022for purpose of Annual General Meeting to be held onSeptember 282022.

32. INTERNAL CONTROL

The Company has adequate internal control procedures commensurate withthe size and nature of business. The Board of Directors periodically reviews the auditplans internal audit reports adequacy of internal controls and risk management plans andstrategies and takes corrective measures whenever any threat to internal control is feltby it.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

Annexure IV.

34. OTHER INFORMATION

Particulars of loan guarantees or investments under Section 186: Nil

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

The amount proposed to be carried out to the reserves: Company doesnot have sufficient Profit to transfer to reserves.

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

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

35. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

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

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

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

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

vi. Participation of members of Board

vii. Decisions taken and their implementations

viii. Overall performance of the Company

b. Criteria for evaluation of the Individual Directors;

i. Experience and ability to contribute to the decision-makingprocess

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

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

vi. Infusion of new ideas plans for the Company During the yearunder review the performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria specified above.

During the year under review the performance of the committees wasevaluated by the board after seeking inputs from the committee members on the basis of thecriteria such as the composition of committees effectiveness of committee meetings etc.The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria specified above. In addition thechairman of the board meetings and committee meetings were also evaluated on the keyaspects of his role.

Independent Director's performance was evaluated by the Board ofDirectors. The performance of the Board as a whole its Committees and Individual Directorwas found satisfactory during the period under review. The Board expressed itssatisfaction with the evaluation criteria and process of committee. The framework is beingreviewed by the Nomination and Remuneration Committee from time to time.

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

Since the Company is falling under the criteria as mentioned underRegulation 15(2)of the SEBI (LODR) Regulations 2015 as the equity share capital of thecompany is less than Rs.10 Crore and Net Worth is less than Rs. 25 Crores it is notmandatory on the part of the Company to comply with the provision of Corporate Governance.

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

The Company has in place an Anti-Sexual Harassment Policy(‘Policy') in line with the requirements of ‘The Sexual Harassment of Womenat the Work Place (Prevention Prohibition and Redressal) Act 2013'. InternalComplaints Committee (ICC) has been set-up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthe Policy. No case has been reported during the year.

38. GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review: a) Issue of equity shares with differential rights as to dividendvoting or otherwise. b) Issue of shares (including sweat equity shares) to employees ofthe Company under any scheme save and except ESOS referred to in this Report. c) Neitherthe Managing Director nor the Whole-time Directors of the Company receive any remunerationor commission from any of its subsidiaries. d) During the year under review neither anyfraud of any kind on or by the Company has been noticed by the Board of Directors of theCompany nor reported by the Auditors of the Company. The Company has an internal financialcontrol system commensurate to the size of the business in place. e) No significant ormaterial orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future.

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

Conservation of Energy

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

Technology Absorption Adaptation and Innovation

No technology was absorbed adapted or innovated during the financialyear.

1. Efforts in brief made towards technology absorption adaptationand innovation-No technology was absorbed adapted or innovated during the lastfinancial year.

2. Benefits derived as a result of the above efforts e.g. productimprovement cost reduction product development import substitution etc- Notapplicable as no such initiatives in this behalf were undertaken.

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

Foreign Exchange-Earning /Outgo

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

Research & Development

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

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

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

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

40. INDUSTRIAL RELATIONS

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

41. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation forthe assistance cooperation and trust reposed in your Company by the investors BanksSecurities and Exchange Board of India Reserve Bank of India Stock Exchanges and otherGovernment Authorities during the financial year under review. Your Directors wish toplace on record their deep sense of appreciation for its clients and for the devotedservices of the young team of professionals of the Company for its success.

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

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

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