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Marine Electricals (India) Ltd.

BSE: 535119 Sector: Engineering
NSE: MARINE ISIN Code: INE01JE01028
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Marine Electricals (India) Ltd. (MARINE) - Director Report

Company director report

The Members

Marine Electricals (India) Ltd.

Your Directors are pleased to present the 14th Annual Reportof your Company together with the Audited Financial Statements (standalone andconsolidated) for the financial year ended 31st March 2021.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

Certain key aspects of your Company's performance during theFinancial Year ended 31st March 2021 as compared to the previous FinancialYear are summarised below:

(Rs. In Lakhs)

Particulars Standalone Consolidated
Year Ended 31.03.2021 Year Ended 31.03.2020* Year Ended 31.03.2021 Year Ended 31.03.2020*
Total income 20346.31 21246.60 25901.75 26899.39
Expenses 19260.49 20645.85 24210.28 26128.02
Profit before Interest Depreciation and Taxation 2622.74 2306.03 3495.72 2837.92
Interest and bank charges 772.56 877.74 892.76 1103.88
Depreciation and Amortization 764.36 827.54 911.62 962.59
Profit before tax 1085.82 600.75 1691.34 771.45
Less: Provision forcurrent tax & deferred tax (302.97) (126.07) (338.15) 182.81
Profit after taxation 782.85 474.68 1353.19 588.63

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

The standalone revenue of your Company for the year is Rs 20346.31Lakhs as against Rs. 21246.60 Lakhs in the previous financial year. Total exports revenuewas Rs. 2398.74 Lakhs as against Rs. 1656.05 Lakhs in the previous year.

The standalone net profit for the year is Rs. 782.85 Lakhs as againstRs. 474.68 Lakhs in the previous financial year.

The Consolidated revenue of your Company for the year is Rs. 25901.75Lakhs as against Rs. 26899.39 Lakhs in the previous financial year. The Consolidated netprofit for the year is Rs. 1353.19 Lakhs as against Rs. 588.63 Lakhs in previous year.

2. DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 0.2 (10%) perequity share of Rs. 2/- each on 122665250 equity shares for the year ended 31st March2021 aggregating to Rs. 245.3305 lakhs payable to those Shareholders whose names appearin the Register of Members as on the Record Date. There is no dividend distribution taxapplicable on the Dividend payable.

3. TRANSFER TO RESERVES

During year under review no amount has been transferred to generalreserves.

4. SHARE CAPITAL

The paid up equity capital as on 31st March 2021 was Rs.245330500/- divided into 122665250 equity shares of Rs. 2/- each. During thefinancial year 2020-21 there was no public issue rights issue bonus issue orpreferential issue etc and the Company has not issued shares with differential votingrights or sweat equity shares.

4.1 Subdivision/ Split Of Shares

During the year under review the company had obtained approval fromthe shareholders through postal ballot on 4th February 2021 for subdivision ofits equity shares having face value of Rs. 10/- each (Rupees Ten each) into 5 (five)Equity Shares having face value of Rs. 2/- each and intimated to the National StockExchange and availed approval pursuant to which the the authorized issued subscribed andpaid up equity share capital of the company is divided into 122665250 equity shares ofRs. 2/- each with effect from 22nd February 2021.

5. HOLDING SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company is having total 1 (one) Holding Company and 4 (Four)subsidiaries including step down subsidiaries. There are no associate or joint venturecompanies within the meaning of Section 2(6) of the Companies Act 2013 ("Act").

5.1 Holding Company

KDU Enterprises Private Limited (Indian Company) (CIN:U31401MH1982PTC027850) is the "Holding Company" . During the year there has notbeen any change in number of shares held by the holding company. As at the end of theFinancial Year 2020-21 Holding Company continue to hold 63406875 fully paid-up equityshares.

5.2 Domestic Subsidiaries

The Company has 2 (two) Indian Subsidiaries i.e. Eltech EngineersMadras Private Limited (CIN : U29142TN1996PTC036500) and Evigo Charging Consultants PvtLtd (CIN No. U74999MH2018PTC317824) .

During the year the Company has invested and acquired 74.000312% ofequity shares of Evigo Charging Consultants Pvt Ltd ("Subsidiary") Company (CINNo. U74999MH2018PTC317824) carrying out business in selling and installing ElectricVehicle ("EV") chargers and providing consulting and project management servicesfor AC & DC fast charger installations.

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

5.3 Foreign subsidiaries

The Company has 2 (two) foreign subsidiaries including step downsubsidiary i.e MEL Powers FZC and STI Company SRL During the year under review TechnologyVentures Middle East FZC cease to be the Step-down associate of the company. The Policyfor determining material subsidiaries as approved may be accessed on the Company'swebsitewww.marineelectricals.com.

During the year under review there are no significant transactions andarrangements entered into by the Company with the Subsidiary.

5.4 Consolidated Financial Statements

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

The audited financial statements including the consolidated financialstatements and related information of the Company and audited accounts of each of itssubsidiaries are available on Company's websitewww.marineelectricals.com.

These documents will also be available for inspection during workinghours at the Registered Office of the Company.

Performance and contribution of each of the Subsidiaries Associatesand Joint Ventures as per Rule 8 of Company's (Accounts) Rules 2014 a Report on theFinancial performance of Subsidiaries Associates and Joint Venture Companies along withtheir contribution to the overall performance of the Company during the Financial Yearended 31st March 2021 is annexed to this Board's report in form AOC 1.

6. MIGRATION FROM SME EMERGE PLATFORM TO MAIN BOARD

National Stock Exchange (NSE) approved the Company's applicationfor Migration from SME Platform to Main Board on 27th November 2020. Consequently theCompany's shares are now traded on National Stock Exchange's (NSE) Main BoardPlatform with effect from 2nd December 2020.

7. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

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

8. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the CompaniesAct 2013 copies of the Annual Returns of the Company prepared in accordance with Section92(1) of the Companies Act 2013 read with Rule 11 of the Companies (Management andAdministration) Rules 2014 are placed on the website of the Company and is accessible atthe weblink: www.marineelectricals.com

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

10. CORPORATE GOVERNANCE REPORT

The Company has taken adequate steps to ensure that all mandatoryprovisions of Corporate Governance as prescribed under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are complied with. As per Regulation 34(3) Readwith Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a separate section on corporate governance together with a certificate from thePracticing company secretaries regarding the compliance with the conditions of CorporateGovernance as stipulated under the SEBI LODR which forms part of this Annual Report.

11. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required under NationalGuidelines on Responsible Business Conduct formulated by Ministry of Corporate AffairsGovernment of India and under Regulation 34(2)(f) of the Listing Regulations describingthe initiatives taken by the Company from an environmental social and governanceperspective forms part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL 12.1 Directors

To broad-base the Board Mr. Vikas Jaywant (DIN: 06607484) and Mr.Mohan Rao (DIN: 02592294) were regularised as Non-Executive Independent Directors of theCompany by the Shareholders in the 13th Annual General Meeting held on 28th September2020.

The Board of Directors subject to approval of the Shareholders videCircular Resolution dated 23rd February 2021 appointed Ms. Archana Venkata Rajagopalan(DIN: 09077128) as an Additional Director of the Company in the category of Non-ExecutiveWomen Independent Director for a term of three consecutive years effective from 23rdFebruary 2021. Pursuant to Section 161 of the Act 2013 and other applicable provisionsif any Ms. Archana Venkata Rajagopalan holds office upto the date of forthcoming AnnualGeneral Meeting. The Company has received a notice as per the provisions of Section 160(1)of the Companies Act 2013 from a Member in writing proposing her candidature for theoffice of Director. The Board has recommended her appointment at the forthcoming AnnualGeneral Meeting as an Independent Director of the Company not liable to retire byrotation to hold office for a term of 3 (three) consecutive years commencing from 23rdFebruary 2021.

During the year under review Mr. Vinay Uchil (DIN: 01276871) Chairmanand Executive Director Mr. Venkatesh K. Uchil (DIN: 01282671) Managing Director Mr.Madan Pendse (DIN: 07650301) Non Executive Independent Director Mr. Nikunj Mishra (DIN:03589730) Non Executive Independent Director Dr. Tanuja Pudhierkar (DIN: 08190742) NonExecutive Non Independent Director and Mr. Shailendra Shukla (DIN: 08049885) NonExecutive Non Independent Director Mr. Vikas Jaywant (DIN: 06607484) Non ExecutiveIndependent Director and Mr. Mohan Rao Non Executive Independent Director (DIN: 02592294)continued to be appointed on the Board.

Retirement By Rotation

The independent directors hold office for a fixed term not exceedingfive years from the date of their appointment and are not liable to retire by rotation.The Companies Act 2013 mandates that at least two-thirds of the total number ofdirectors (excluding independent directors) shall be liable to retire by rotation.Accordingly Dr. Tanuja Deepak Pudhierkar (DIN 08190742) being the longest in the officeamongst the directors is liable to retire by rotation and being eligible have offeredher candidature for re-appointment.

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

Re-Appointment of Chairman And Executive Director

Pursuant to the recommendation of the Nomination and RemunerationCommittee the Board has subject to the requisite approvals at its Meeting held on 7thJune 2021 approved re-appointment of Mr. Vinay Krishna Uchil (DIN: 01276871) as Chairman& Executive Director not liable to retire by rotation for a period of three yearswith effect from 1st August 2021 to 31st July 2024. The Board has recommendedto the shareholders his appointment and remuneration as the Chairman & ExecutiveDirector for a period of three years effective from 1*4 August 2021.

Re-Appointment Of Managing Director

Pursuant to the recommendation of the Nomination and RemunerationCommittee the Board has subject to the requisite approvals at its Meeting held on 7thJune 2021 approved re-appointment of Mr. Venkatesh Uchil (DIN:01282671) as ManagingDirector not liable to retire by rotation for a period of three years with effect from1*t August 2021 to 31st July 2024. The Board has recommended to the shareholders hisappointment and remuneration as the Managing Director for a period of three yearseffective from 1** August 2021 to 31st July 2024.

Brief resume and other details of Ms. Archana Venkata Rajagopalan Dr.Tanuja Deepak Pudhierkar Mr. Vinay Uchil and Mr. Venkatesh Uchil in terms of Regulation36(3) of SEBI LODR and Secretarial Standards on General Meeting are provided in thenotice forming part of the Annual Report. All the above mentioned four Directors are notdisqualified from being re-appointed / appointed as Directors by virtue of the provisionsof Section 164 of the Companies Act 2013.

12.2 Key Managerial Personnel (KMP)

The details with respect changes in KMP during the Financial Year2020-21 is as under:

Sr. No Particulars Designation Appointment Date Resignation Date
1 Mr. Vinay K. Uchil Chairman & Executive Director 1st August 2018 -
2 Mr. Venkatesh K. Uchil Managing Director 1st August 2018 -
3 Mr. Aditya Desai Chief Financial Officer 14th November 2019 24th June 2020
4 Ms. Namita Sethia Chief Financial Officer 30th July 2020 -
5 Ms. Reesha Ratanpal Company Secretary & Compliance Officer 20th July 2019 26th February 2021
6 Ms. Mitali Ambre Company Secretary & Compliance Officer 27th February 2021 -

13. BOARD MEETINGS

The Board met Four (4) times in financial year 2020-21 viz 30th July2020 10th November 2020 31*t December 2020 10th February 2021. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andextended by respective authorities due to Covid 19 Pandemic. As stipulated by Code ofIndependent Directors under the Companies Act 2013 The meeting details are provided inCorporate Governance Report forming part of this Annual Report.

14. COMMITTEES OF THE BOARD

As on March 31 2021 the Board had 5 (five ) Committees viz:

1 Audit Committee

2 Nomination and Remuneration Committee

3 Stakeholder's Relationship Committee

4 Corporate Social Responsibility Committee

5 General purpose Committee

Pursuant to SEBI (LODR) (2nd Amendment) Regulations 2021 the Board atits meeting held on 7th of June 2021 has formed Risk Management Committee underRegulation 21 of SEBI (LODR) Regulations 2015 for monitoring and reviewing of the riskassessment mitigation and risk management plan & policy from time to time. Detailreport on composition of Committees number of meeting held during the year and thechanges in the composition during the year are provided in Corporate Governance Reportforming part of this Annual Report.

15. ANNUAL EVALUATION AND PERFORMANCE OF THE BOARD

Pursuant to Section 178(2) of the Companies Act 2013 read with Rule 8of the Companies (Accounts) Rules 2014 and as per the provision of Schedule IV of theCompanies Act 2013 (Code for Independent Directors) and SEBI Listing Regulations (LODR)2015 and amendments thereto the Board of Directors has carried out an annual evaluationof its own performance board committees and individual directors

The Board's functioning was evaluated after taking inputs from theDirectors on various aspects including interalia degree of fulfillment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

The Committees of the Board were evaluated after taking inputs from theCommittee members on the basis of criteria such as degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee had reviewedthe performance of the individual directors on aspects such as attendance and contributionat Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition the Chairman was also evaluated on key aspects of hisrole including setting the strategic agenda of the Board encouraging active engagementby all Board members.

The performance evaluation of the Independent Directors was carried outby the entire Board excluding the Director being evaluated. The performance evaluation ofthe Chairman and the Non-Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors performance ofNon-Independent Directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnonexecutive directors.

Certificate of Non-Disqualification Of Directors

In accordance with the Listing Regulations a certificate has beenreceived from Akansha Rathi & Associates Practicing Company Secretaries that none ofthe Directors on the Board of the Company have been disqualified to act as Director. Thesame is annexed herewith as Annexure A.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the declaration ofindependence as required pursuant to section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in section 149 (6) of theCompanies Act 2013 as amended and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘the Listing Regulations') asamended.

The Board took on record the declaration and confirmation submitted bythe independent directors regarding their meeting the prescribed criteria of independenceafter undertaking due assessment of the veracity of the same as required under Regulation25 of the Listing Regulations 2015. The Ministry of Corporate Affairs vide its circulardated 22nd October 2019

further amended the Companies (Appointment and Qualification ofDirectors) Rules 2014 by requiring an independent director to apply online to the IndianInstitute of Corporate Affairs for inclusion of his/her name in the data bank for suchperiod till he/she continues to hold office of an independent director in any Company. Theindependent directors were also required to submit a declaration of compliance in thisregard. All the independent directors of the Company have submitted the declaration withrespect to the same.

In terms of Section 150 of the Act read with the Companies (Appointment& Qualification of Directors) Rules 2014 as amended vide Notification No.GSR.774(E) dated 18.12.2020 wherever required Independent Directors of the Company haveundertaken to complete on line proficiency self-assessment test conducted by the saidInstitute.

Meeting of Independent Directors.

A separate meeting of the Independent Directors was held on 30th July2020 under the Chairmanship of Mr Madan Pendse Independent Director interalia todiscuss evaluation of the performance of non-independent Directors the Board as a wholeevaluation of the performance of the Chairman taking into account the views of theExecutive and Non-executive Directors and the evaluation of the quality content andtimeliness of flow of information between the management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overallperformance of the Directors and the Board as a whole.

17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES AND INDEPENDENCE OF ADIRECTOR

The Company's policy on director's appointment andremuneration as required under Sub-Section (3) of Section 178 of the Companies Act 2013is provided in "Annexure B." The policy is also available on the websiteof the Company at www.marineelectricals.com

18. DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the Financial Yearended 31st March 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;

b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at 31st March 2021 andof the profit of the company for that period;

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

d) the directors had prepared the annual accounts for Financial Yearended 31st March 2021 on a going concern basis; and

e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively the details in respect of adequacy of internal financial controlswith reference to the Financial Statements have been mentioned subsequently in thisreport.

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. AUDITORS

A. Statutory Auditors

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

Accordingly Saini Pati Shah & Co LLP (Formerly known as SGJ &Co) Chartered Accountants Statutory Auditors of the Company will continue till theconclusion of Annual General Meeting to be held in 2023. In this regard the Company hasreceived a Certificate from the Auditors to the effect that their continuation asStatutory Auditors would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

There are no qualifications reservations or adverse remarks ordisclaimers made by Statutory Auditor of the Company in audit report.

B. Internal Auditors

During the year the Board of Directors of the Company had appointedMr. Prasanna V. Pakkala Chartered Accountant (Membership No: 103201) as Internal Auditorto conduct Internal Audit of the Company for the Financial Year ended 31st March 2021 atits Board Meeting held on 30th July 2020. Mr. Prasanna V Pakkala tendered resignation asInternal Auditor with effect from 10th November 2020.

The board of Directors at its meeting held on 10th November 2020appointed M/s. SMSD & Co Chartered Accountants as Internal Auditor for Financial Year2020 - 21 Audit observations of M/s. SMSD & Co and corrective actions thereon areperiodically presented to the Audit Committee of the Board .The Board of Directors on therecommendation of the Audit Committee re-appointed M/s. SMSD & Co to carry out theInternal Audit of the Company for the Financial Year 2021-22.

C. Secretarial Auditor

Section 204 of the Act inter-alia requires every listed company toundertake Secretarial Audit and annex with its Board's Report a Secretarial AuditReport given by a Company Secretary in practice in the prescribed form.In line with therequirement of Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 read with Regulation 24A of the Listing Regulations andother applicable provisions if any the Board of Directors of the Company had appointedM/s. R. Bhandari & Co.Company Secretaries in Whole-time Practice to carry outSecretarial Audit for the financial year 2020-21. The Board of Directors on therecommendation of the Audit Committee reappointed M/s. R. Bhandari & Co.CompanySecretaries in Whole-time Practice to carry out the Secretarial Audit of the Company forthe Financial Year 2021-22.

The Secretarial Audit Report for the financial year ended 31st March2021 are annexed as Annexure C to this Report. As per the report Company hascomplied with all the provisions of the Act Rules Regulations Guidelines Standardsduring the financial year 2020-21 except with the provision of Regulation 17(1)(a) of SEBI(LODR) 2015 i.e. for appointment of One Woman Independent Director on the Board for theperiod 02/12/2020 to 22/02/2021.The Company got migrated on 2nd December 2020 from SMEplatform to the Main Board of National Stock Exchange (NSE) at the time of migration theCompany was falling under the top 1000 Companies as per the Market Capitalization of theCompany as on 31st March 2020. Post migration Regulation 17 (1) of SEBI (LODR)Regulations 2015 became applicable to the company. The Company has complied withRegulation 17(1) and has appointed Ms. Archana Venkata Rajagopalan as Independent womanDirector with effect from 23rd February 2021.

D. Cost Auditor

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

20. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

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

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

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

The Internal Auditor evaluates the efficiency and adequacy of internalcontrol system accounting procedures and policies adopted by the Company for efficientconduct of its business adherence to Company's policies safeguarding ofCompany's assets prevention and detection of frauds and errors and timelypreparation of reliable financial information etc. Based on the report of internal auditfunction process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.

Internal Financial Control

As per Section 134(5)(e) of the Companies Act 2013 Internal FinancialControl 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 anderror

- orderly and efficient conduct of business operations includingadherence to the company's policies

- timely preparation of reliable financial information

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors including audit of internal financial controls overfinancial reporting and the reviews performed by management and the Audit Committee theBoard is of the opinion that the Company's internal financial controls was adequateand operating effectively as on March 31 2021. During the year under review no materialor serious observation has been observed for inefficiency or inadequacy of such controls.

21. DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI LODR") and SEBI (Listing Obligations andDisclosure Requirements) (Second Amendment) Regulations 2021 which came into force from6th May 2021. The Board of Directors of the Company at its meeting held on 7th June 2021have formulated and adopted a ‘Dividend Distribution Policy'.The Policy isavailable on the Company's website at www.marineelectricals.com

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE ACT

During the reporting period your Company has not granted any LoansGuarantees Investments and Security in violation of Section 186 of the Companies Act2013 and rules made thereunder. For information pertaining to Investments kindly refernotes to financial statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related party Transactions that were entered into during thefinancial year 2020-21 were in the ordinary course of business and on arm's lengthbasis. The Company has not entered into any contract/arrangement/transaction with relatedparties which could be considered material in nature as per Regulation 23 of the SEBIListing Regulations (LODR) 2015 and amendments thereto and as per Company's policyon Related Party Transactions. All Related Party Transactions are placed before the AuditCommittee and Board for approval. Prior omnibus approval of the Audit Committee isobtained for the transactions which are of aforeseen and repetitive in nature. Further thedisclosure of transactions with related parties for the year 2020-21 as per accountingstandard 18 forms part of notes to accounts.

The policy adopted by the Board on Material Related Party Transactionsis available on the website of the Company at www.marineelectricals.com.

24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

The material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year and the date ofthis report are given below.

24.1 PANDEMIC - COVID-19

The lockdowns and restrictions imposed on various activities due toCOVID - 19 pandemic have posed challenges to the business of the Company. Measures takento contain the spread of the virus including travel bans quarantines social distancingand closures of non-essential services have triggered significant disruptions tobusinesses worldwide resulting in an economic slowdown. COVID-19 is significantlyimpacting business operation of the companies by way of interruption in productionsupply chain disruption unavailability of personnel closure / lockdown of productionfacilities etc.

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

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

26. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under Section 134(3)(m) ofthe Act read with the Companies (Accounts) Rules 2014 is appended as Annexure D tothis Report.

27. RISK MANAGEMENT

The Company has formed Risk Management Committee and also laid down theprocedures to inform the Board about the riskassessment and minimization procedures andthe Board have formulated Risk Management Policy to ensure that the Board its AuditCommittee and its management should collectively identify the risks impacting theCompany's business and document their process of risk identification riskminimization risk optimization as a part of a risk management policy strategy. At presentthere is no identifiable risk which in the opinion of the Board may threaten theexistence of the Company. The details of composition and terms of reference of the RiskManagement Committee are provided in Corporate Governance Report forming part of thisAnnual Report

Policy relating to Risk Management can be accessed on company'swebsite viz; www.marineelectricals.com

28. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear under review are set out in Annexure E of this report in the format prescribedin the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR policy isavailable on company's website viz; www.marineelectricals.com.

29. REPORTING OF FRAUDS

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

30. VIGIL MECHANISM

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

Creating a fraud and corruption free culture has always been the corefactor of your Company. In view of the potential risk of fraud corruption and unethicalbehavior that could adversely impact the Company's business operations performanceand reputation Marine Electricals (India) Limited has emphasized even more on addressingthese risks. To meet this objective a comprehensive vigil mechanism named Whistle BlowerPolicy in compliance with the provisions of Section 177(10) of the Act and ListingRegulations is in place. The details of the Whistle Blower Policy is explained in theCorporate Governance Report and posted on the website of the Company atwww.marineelectricals.com.

During the year no personnel of the Company was denied access to theAudit Committee and no complaints were received. Code of Conduct to Regulate Monitorand report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations 2015as amended from time to time the Company has adopted a Revised Code of Conduct forPrevention of Insider Trading (Insider Code) as approved by the Company's Board. AnyInsiders (as defined in Insider Code) including designated employees & persons andtheir relatives are inter-alia prohibited from trading in the shares and securities ofthe Company or counsel any person during any period when the "unpublished pricesensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in theCompany's shares and prohibits dealing in Company's shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed.

31. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during theFinancial Year 2020-21 in terms of Chapter V of the Act.

32. HUMAN RESOURCES

The industrial relations at the manufacturing facilities of yourCompany have been cordial during the year. Employees are considered to be team membersbeing one of the most critical resources in the business which maximize the effectivenessof the organization. Human resources build the enterprise and the sense of belonging wouldinculcate the spirit of dedication and loyalty amongst them towards strengthening theCompany's Polices and Systems. The Company maintains healthy cordial and harmoniousrelations with all personnel and thereby enhancing the contributory value of the HumanResources.

33. PARTICULARS OF EMPLOYEES

A statement comprising the names of top 10 employees in terms ofremuneration drawn and every persons employed throughout the year who were in receipt ofremuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure F and forms an integralpart of this annual report.

The disclosures in terms of the provisions of Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in Annexure G to this Report. There were noemployee who receives remuneration of Rs. 850000/- per month or Rs. 10200000/- perannum.

34. EMPLOYEES STOCK OPTION SCHEME

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

35. 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 withthe requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013 with the proper composition of members.

The Company is committed to provide a safe and conducive workenvironment to its employees. Your Directors further state that during the year underreview 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 theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Company has not received any complaints during the year.

36. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the financial year the Company has complied with the applicableSecretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the CompanySecretaries of India.

37. ACKNOWLEDGMENTS

Your Directors express their sincere appreciation for the co-operationreceived from shareholders bankers and other business constituents during the year underreview. Your Directors also wish to place on record their deep sense of appreciation forthe commitment displayed by all executives officers and staff resulting in thesuccessful performance of the Company during the year.

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