Marinetrans India Ltd Directors Report

To,

The Members,

MARINETRANS INDIA PRIVATE LIMITED

801/802, 8th Floor, Vindhya Commercial Complex, Plot No. 1,

Sector 11, CBD Belapur, Navi Mumbai-400614, Maharashtra

Your directors are pleased to present the 18^th (Eighteenth) Annual Report of the Company together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2022.

1. SUMMARISED STANDALONE AND CONSOLIDATED FINANCIAL RESULT:

Particulars	Standalone (In INR)		Consolidated (In INR)
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Revenue from Operations	203,21,21,699.00	95,79,39,660.00	203,21,21,698.00	95,82,06,729.00
Other Income	6,01,326.00	31,01,378.00	6,01,326.00	31,07,312.00
Less: Operating Expenses	200,74,22,521.00	94,98,84,049.00	200,77,31,666.00	95,03,43,361.00
Profit/(Loss) Before Tax	2,53,00,504.00	1,11,56,989.00	2,49,91,358.00	1,09,70,680.00
Less: Tax/Provision for Tax:
Current Year Tax Expenses	63,95,797.00	28,78,212.00	63,95,797.00	28,78,212.00
Prior Years Tax Expense	0.00	1,01,700.00	0.00	1,01,700.00
Deferred Tax Liability/(Assets)	43,134.00	34,196.00	43,134.00	65,903.00
MAT Credit	0.00	0.00	0.00	0.00
Profit/(Loss) After Tax	1,88,61,573.00	81,42,881.00	1,85,52,427.00	79,24,864.00

2. BUSINESS OVERVIEW:

During the year, the Companys standalone turnover was reported as Rs. 203,21,21,699.00 which was increased by approx 112.13% over the previous reporting year. Further the Company has earned Rs. 6,01,326.00 as Other Income in the form of dividend, interest, discount received etc. during the said financial year. The Operative Expenses were Rs. 200,74,22,521.00 during the said financial year. During the year, the overall standalone expenditure/operating expenses increased by approx 111.33% over the previous reporting year. The Company has earned Rs. 1,88,61,573.00 as Net Profit for the financial year ended 2021-22. There was no change in the nature of business of the Company during the financial year.

The Company has reported a Consolidated Net Profit after Tax of Rs. 1,85,52,427.00 during the period under review as against a Consolidated Profit after Tax of Rs. 79,24,864.00 over the previous reporting period.

3. PERFORMANCE/AFFAIRS/ACHIEVEMENTS OF COMPANY:

The Directors of the Company are taking continuous efforts to improve the growth of the Company as the Directors of the Company are taking significant steps towards achieving its vision. Your Company continued to focus in the areas aligned with the overall vision and its efforts to improve efficiency and profitability. The Company is engaged in the business of International Freight Forwarding, Non-vessei Common Operating Carrier and Sea Freight Booking in the Shipping Industry. Your Company is specializing in Freight, Logistics, Warehousing, Transportation, Project Handling, Break Bulk Handling, etc.

4. DIVIDEND:

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for the financial year under review.

5. COVID 19 RESPONSE:

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of FY 2021-22, the second wave of the pandemic overwhelmed Indias medical infrastructure. The Company has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption. During these tough times, your Company provided unwavering support to its employees and their families. Your Company has followed the various guidelines issued by the Central and State Government to prevent the spread of deadly Covid-19 vims. As part of our response to the pandemic, we undertook regular screening of staff across offices/branches, sanitization of workplaces, awareness sessions, etc. We constantly stress on maintaining COVID-appropriate behavior such as wearing of masks and hand sanitization.

6. TRANSFER/APPROPRIATIONS TO RESERVES: -

The Board of Directors does not propose any amount to carry to any specific reserves for the financial year ended 31^st March, 2022. However, the appropriations to Reserves for the year ended March 31, 2022 as per financial statements are:

Particulars	FY 2021-22 (In INR)	FY 2020-21 (In INR)
Opening Surplus/(Deficit) in Statement of Profit & Loss	10,01,68,342.00	9,20,25,461.00
Profit for the year	1,88,61,573.00	81,42,881.00
Closing Surplus/(Deficit) in Statement of Profit & Loss		10,01,68,342.00
Securities Premium Account	1,95,40,000.00	1,95,40,000.00
Reserves & Surplus at the end of the year	13,85,69,916.00	11,97,08,342.00

7. EXTRACT OF THE ANNUAL RETURN: -

The extract of Annual Return in form MGT 9 pursuant to the provisions of Section 92 (3) read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is furnished as Annexure-I forming part of this Boards Report.

8. SHARE CAPITAL OF THE COMPANY:

The paid-up equity share capital of your Company as on March 31, 2021 was Rs. 40,60,000.00 divided into 4,06,000 equity shares of Rs. 10/- each. There were changes in the Capital Structure of the Company during the financial year 2021-22. Hence the paid-up equity share capital of the Company as on March 31, 2022 was Rs. 40,60,000.00 divided into 4,06,000 equity shares of Rs. 10/- each.

9. HOLDING. SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANY: -

The Company is not having any Holding Company. A statement containing salient features of the financial statements of the subsidiary companies/associate companies in Form AOC-1 is annexed as Annexure-ll to this boards report.

During the financial year, Arabital Container Lines India Private limited [CIN U63010MH20O8PTC183965], Subsidiary Company Strike Off/ Dissolved on 08/06/2021. Other that nope of, the Company have become or ceased to be subsidiary, joint ventures and associate during the financial year.

10. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) on Consolidated Financial Statements issued by the ICAI; the Consolidated Financial Statements, its Annexures together with Consolidated Auditors Report for the financial year 2021-22 are enclosed herewith.

11. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES:

Seahaul Lines (India) Private Limited [CIN: U63032MH2008PTC182565], a subsidiary company, incorporated on 22/05/2008 is engaged in business of freight carriers, shippers, contractors, shipping agent. Our Company is holding 100.00% equity in the Seahaul Lines (India) Private Limited. The Seahaul Lines (India) Private Limited has earned Rs. 4,75,62,244.00 as Revenue from Operations and it has reported net loss of Rs. 2,46,170.00 for the financial year ended 31st March, 2022.

Marinetrans Logistics Private Limited [CIN: U63090MH2019PTC331273], another subsidiary company, incorporated on 03/10/2019 is engaged in the business of shipping, logistics, cargo handles, shipping agent etc. Our Company is holding 100.00% equity in the Marinetrans Logistics Private Limited. The Marinetrans Logistics Private Limited has not earned any Revenue from Operations during the financial year and it has reported net loss of Rs. 62,980.00 for the financial year ended 31st March, 2022.

Another subsidiary company, Arabital Container Lines India Private Limited [CIN: U6301OMH2008PTC183965] has strike off/dissolved by the Registrar of Companies, Maharashtra, Mumbai (ROC) pursuant to the STK closure application u/s 248(2) of the Companies Act, 2013 filed by the Arabital Container Lines India Private Limited on 05/04/2019 with the ROC. The ROC has issued Notice of Striking Off & Dissolution in Form STK-7 on 08/06/2021.

12. ACCOUNTING STANDARDS:

The Company has followed prescribed Standards on Accounting (AS) specified under the Companies Act, 2013 in preparation of its financial statements.

13. COMPLIANCE WITH SECRETARIAL STANDARDS fSS):

The Institute of Company Secretaries of India (ICSI), a Statutory Body, has issued Secretarial Standards on various aspects of Corporate Law and Practices. The Company has complied with notified Secretarial Standards (SS).

14. MATERIAL CHANGES AND COMMITMENTS. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: -

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO UNDER THE COMPANIES (ACCOUNTS) RULES. 2014:

As the Company does not have any manufacturing activities, particulars required to be disclosed with respect to the conservation of energy and technology absorption are not applicable to the Company. During the financial year under review the Company has incurred expenditure in foreign currency and the Company has earned foreign exchange as per details given below:

Particulars	FY 2021-22 (INR)	FY 2020-21 (INR)
Foreign Exchanged Outgo/Foreign Expenditure	5,16,13,984.00	63,94,236.00
Foreign Exchanged Earned/Foreign Income	9,66,52,587.00	22,66,009.00

17. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-

During the financial year under review, the Company has not given any loan, guarantee and has not made investments in accordance with the Section 186 of the Companies Act, 2013. However outstanding amount of loan given/guarantee given/investments as at 31^st March, 2022 is annexed as Annexure-lll to this boards report.

18. BOARD MEETINGS:

During the financial year, 11 (Eleven) Board Meetings were convened and held. The interval between any two board meetings did not exceed 120 days as per the provisions of Companies Act, 2013.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the related party transactions that were entered into during the financial year were on the arms length and were in ordinary course of business. There have been no materially significant related party transactions between the Company and the Directors, the subsidiaries, the associates or the relatives except for those disclosed in the financial statements. The particulars of contracts or arrangements with related parties pursuant to in Section 188(1) of Companies Act, 2013 read with rule 8(2) of Companies (Accounts) Rules, 2014, as prescribed in Form AOC-2 is disclosed annexed as Annexure-IV to this boards report.

20. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

21 DIRECTORS AND CHANGES:

During the financial year Mr. Tirajkumar Babu Kotian [DIN: 00022294] and Mr. Praveen C. Kunder [DIN: 08084388] constitutes the Board of Directors of the Company. There were no changes in the directorship of the Company during the financial year 2021-22. Mr. Praveen C. Kunder [DIN: 08084388] has tendered his resignation from the Board of the Company to take effect from 30th September, 2022, The Board wish to appoint Mr. Benny Xavier Dcosta [DIN: 03464231] as a Director of the Company with effect from 30th September, 2022, The Board recommend the appointment of Mr. Benny Xavier Dcosta [DIN: 03464231] as a Director of the Company. The requisite resolution and explanatory statement are given in the forthcoming Annual General Meeting Notice of the Company,

The provision of Section 152 of Companies Act, 2013, eligibility of Director of the Company to retire by rotation is not applicable to your Company. Further none of the Directors of the Company is disqualified under the provisions of Section 164 of the Companies Act, 2013.

22. STATUTORY AUDITORS:

M/s. S B S K & Associates, Chartered Accountants (ICA! Firm Registration No. 111959W), Mumbai who are the statutory auditors of the Company, hold office until the conclusion of the Annual General Meeting to be held in the year 2024. The Members of the Company at an Annual General Meeting held on 30^th September, 2019 has appointed M/s. S B S K & Associates, Chartered Accountants for a period of 5 (Five) years pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder until the conclusion of the 20th consecutive Annual General Meeting of the Company to be held in year 2024. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the forthcoming AGM. The Board of Directors is empowered to fix the remuneration of the Statutory Auditor on yearly basis.

23. COST AUDITORS:

Provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

24. APPOINTMENT OF INDEPENDENT DIRECTORS AND DECLARATION UNDER SECTION 149(71 OF THE COMPANIES ACT. 2013:

The provisions of Section 149 of the Companies Act, 2013 pertaining to the appointment of Independent Directors do not apply to the Company.

25. QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS IN THEIR REPORTS: ¦

There are no qualifications, reservations or adverse remarks made by Statutory Auditors in their Auditors Report which requires any clarifications/explanations. The notes on financial statements are self-explanatory, and needs no further explanation.

26. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: ¦

The provisions relating to obtaining and submission of Secretarial Audit Report from Practicing Company Secretary pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The provisions relating to Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy), Rules, 2014 related with the Corporate Social Responsibility (CSR) are not applicable to the Company. Hence constitution of CSR Committee is not applicable to the Company.

28. AUDIT COMMITTEE: -

The Company is Private Limited Company and not covering under the criteria of constitution of Audit Committee under Section 177 of the Companies Act, 2013 and Rule 6 of Companies (Meetings of Board and its powers) Rules, 2014. Hence constitution of Audit Committee is not applicable to the Company,

29. NOMINATION & REMUNERATION AND STAKEHOLDERS RELATIONSHIP COMMITTEE: ¦

The Company is Private Limited Company and not covering under the criteria of constitution of Nomination & Remuneration Committee and Stakeholders Relationship Committee under Section 178 of the Companies Act, 2013 and Rule 6 of Companies (Meetings of Board and its powers) Rules, 2014. Hence constitution of Nomination & Remuneration Committee and Stakeholders Relationship Committee is not applicable to the Company.

30. WHISTLE-BLOWING/VIGIL MECHANISM POLICY: -

As per Section 177 of the Companies Act, 2013, certain Companies have to establish Vigil/Whistle-blowing mechanism to report any unethical behavior, some wrongdoing occurring within an organization or other concerns to the management. Companies which are required to constitute an audit committee shall operate the vigil mechanism through the Audit Committee. The Company is not falling any criteria of constitution of Vigil/Whistle-blowing mechanism policy. Hence the said provisions are not applicable to the Company.

31. INTERNAL CONTROL SYSTEMS: -

Your Company maintains an adequate and effective internal control system, commensurate with its size and complexity. Your Company believes that these internal control systems provide a reasonable assurance that the Companys transactions are executed with management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of the Company are adequately safeguarded against significant misuse or loss. Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 obtained from Statutory Auditors of the Company is attached to the Auditors Report.

32. RISK MANAGEMENT POLICY: -

The Board of Directors of the Company has formed a Risk Management Policy to frame, implement and monitor the risk management plan for the Company.

33. PARTICULARS OF EMPLOYEES: ¦

None of the employee was drawing salary/remuneration in excess of the limits specified by the Companies Act, 2013 and Rules made thereunder which needs to be disclosed in the Directors Report. Hence attachment of statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rupees One Crore Two Lakh Only or more per annum, or employed for part of the year and in receipt of Rupees Eight Lakh Fifty Thousand Only or more per month, under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

34. POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE: -

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of the Sexual Harassment of Women af Work place (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee. No such complaints were received by the said committee during the year under review.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applications made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

36. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans from Bank and Financial Institutions.

37. DIRECTORS RESPONSIBILITY STATEMENT: -

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Board confirm and submit the Directors Responsibility Statement: -

(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 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

(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.

38. ACKNOWLEDGEMENTS AND APPRECIATION: -

Your directors place on records their sincere thanks to stakeholders, bankers, business associates, consultants, and various government authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company. Your directors also wish to place on record their deep sense of appreciation for the commitment and dedicated service of the companys employees.

By Order of the Board of Directors of	Date: 5th September, 2022
MARINETRANS INDIA PRIVATE LIMITED	Place: Navi Mumbai
fClN: U35110MH2004PTC1471391
Tiraj kumar Babu Kotian	Praveen C. Kunder
Chairman/Director [DIN: @1)0222941	Director [DIN: 0808438^1 N